Texas

5813

75-3016844

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

No. 55 Jalan Snuker 13/28, Tadisma Business Park, Section 13, 40100 Shah Alam, Selangor, Malaysia

n/a

(Address of principal executive offices)

(Zip code)

Registrant's telephone number, including area code:

Tel: +60355197079
Fax: +60355190839

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(17CFR240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement

On October 29, 2013, China Media Group Corporation ("CMG" or the "Company") ("Purchaser") and Samata Ventures Sdn Bhd and Clixster Sdn. Bhd. (jointly referred to as the "Vendors") entered into a conditional Sale and Purchase Agreement ("SP Agreement") for the Purchaser to acquire 63.2% equity interests in Clixster Mobile Sdn Bhd ("Clixster Mobile") from the Vendors. The purchase consideration is the issuance of 10,193,609,664 shares at a price of USD0.01 per share in CMG which represents approximately 90% of the enlarged share capital of CMG to the Vendors.

This SP Agreement is conditional upon the satisfactory due diligence determined at both the Purchaser's and Vendor's respective discretion on or before November 30, 2013 (the "Long Stop Date"). If either the Purchaser or the Vendor is not satisfied with the due diligence on or before the Long Stop Date or any later date as agreed by the parties, then the SP Agreement will be cancelled with no effect.

If the SP Agreement is successfully closed and CMG issues the above consideration shares to the Vendors, the Vendor shall be the new controlling shareholder of the Company, and as such the Company shall publish the financial statements of Clixster Mobile and the necessary additional filing of information to the public within 4 days of closing the acquisition of Clixster Mobile in accordance with the SEC rules and regulations.

Clixster Mobile, a company incorporated in Malaysia, is a mobile virtual network operator ("MVNO") and principally engaged in providing cellular and mobile broadband services.

The management believes this transaction shall contribute to the growth of the Company and is for the best interest of the Company.

The SP Agreement is attached hereto in Exhibit 10.1.

Item 9.01

Financial Statements and Exhibits

(a)

The financial statements of Clixster Mobile shall be furnished no later than 4 calendar days after the transaction is closed.

(b)

The financial statements of Clixster Mobile shall be furnished no later than 4 calendar days after the transaction is closed.

(c)

Not applicable.

(d)

Exhibit No. Description - See table below.

Exhibit

Description

Location

Exhibit 10.1

Sale and Purchase Agreement

Provided herewith

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

Date: October 29, 2013

CHINA MEDIA GROUP CORPORATION

By: /s/ MOHD MAHYUDIN ZAINAL

---------------------------------

Name: MOHD MAHYUDIN ZAINAL

Title: President

Exhibit 10.1

and

CHINA MEDIA GROUP CORPORATION
(the "Purchaser")

and

CLIXSTER MOBILE SDN. BHD.
(the "Company")





-----------------------------------------------------------------------------------------------
AGREEMENT
RELATING TO
THE SALE AND PURCHASE OF 63.2% INTEREST
IN
CLIXSTER MOBILE SDN. BHD.
-----------------------------------------------------------------------------------------------

THIS AGREEMENT is dated the 29^th day of October, 2013.

BETWEEN:

1. SAMATA VENTURES SDN BHD (957297-K) and CLIXSTER SDN BHD (957300-X) the companies incorporated in Malaysia and having its registered office at No 5-4-2 Jalan 2/50, Diamond Square, Off Jalan Gombak, 53000 Kuala Lumpur (jointly referred to as the "Vendor"); and
2. CHINA MEDIA GROUP CORPORATION, a company incorporated in Texas, U.S.A. and having its correspondence address in Malaysia at No 55, Jalan Snuker 13/28, Tadisma Business Park, Section 13, 40100 Shah Alam, Selangor, Malaysia, Malaysia ("Purchaser"); and
3. CLIXSTER MOBILE SDN BHD (982816-U) a company duly incorporated in Malaysia and having its principal place of business at No 3 Jalan Sri Hartamas 7, Taman Sri Hartamas 50480 Kuala Lumpur, Malaysia ("Company" or "Clixster") on the following terms and conditions.

1. The Vendor is the registered and beneficial owner of the Sales Shares as defined below. The Company has as at the date hereof issued 1,000,000 shares which have been fully paid. Brief particulars of the Company are set out in Schedule 1.
2. The Purchaser is a company quoted on the Over The Counter market in the USA under the symbol "CHMD".
3. The Company is principally involved in telecommunication service provider.
4. The Vendor has agreed to sell and the Purchaser has agreed to purchase the Sale Shares by the issuance of Consideration Shares to the Vendor on the terms and conditions of this Agreement.

"Agreement"

this agreement for the sale and purchase of the Sale Shares, as amended or supplemented from time to time;

"2012 Accounts"

in respect of both the Company and the Purchaser, their balance sheet made up as at 31^st December 2012 and the profit and loss accounts for the year ended on 31^st December 2012 respectively;

"Audited Profits"

the audited consolidated profits attributable to shareholders of the Company for the relevant period prepared under the accounting principals of the Company consistently applied;

"Auditors"

the auditors from time to time appointed by the Company (or such replacement approved by the Purchaser);

"Business"

such business being engaged by the Company from time to time;

"Business Day"

a day (other than Saturdays) on which banks in Malaysia are generally open for the transaction of normal banking business;

"Completion Accounts"

in respect of both the Company and the Purchaser, their unaudited balance sheet as at the Completion Date and the unaudited profit and loss account for the period from 1^st January 2013 to the Completion Date to be prepared by the Company and the Purchaser respectively;

"Completion Date"

the date falling on the fifth (5^th) Business Day after all the conditions set out in Clause 3.1 have been fulfilled or waived by the Purchaser and or the Vendor;

"Completion"

completion of the sale and purchase of the Sale Shares in accordance with the terms and conditions of this Agreement;

"Consideration"

the aggregate consideration payable by the Purchaser for the purchase of the Sale Shares pursuant to Clause 4.1;

"Consideration Shares"

means the 10,193,609,664 shares, representing 90% of the enlarged common stocks in the Purchaser issued to the Vendor as consideration for the Sale Shares set out in Clause 2;

"Encumbrance"

any mortgage, charge, pledge, lien (otherwise than arising by statute or operation of law), equities, hypothecation or other encumbrance, priority or security interest, deferred purchase, title retention, leasing, sale-and-repurchase or sale-and-leaseback arrangement whatsoever over or in any property, assets or rights of whatsoever nature and includes any agreement for any of the same;

"Long Stop Date"

30^th November, 2013 (or such later date the parties to this Agreement may agree in writing);

"RM"

means Ringgit Malaysia;

"Sale Shares"

632,000 Shares to be sold by the Vendor to the Purchaser which constitute 63.2% of the total issued share capital of the Company (consisting of 510,000 Shares (51%) from Samata Ventures Sdn Bhd and 122,000 Shares (12.2%) from Clixster Sdn Bhd) as at the Completion Date;

"Shares"

shares in the share capital of the Company;

"Subsidiaries"

the subsidiaries of the Purchaser as listed in Schedule 4;

"Taxation"

all forms of taxation whenever created or imposed and whether in Malaysia or elsewhere and without limiting the generality of the foregoing, includes all forms of profits tax, interest tax, salaries tax, property tax, estate duty, stamp duty, sales tax, any provisional tax, customs and import duty and any amount equal to any deprivation of any relief, allowance, set off, deduction in computing profits or rights to repayment of taxation granted by or pursuant to any legislation concerning or otherwise relating to taxation and also includes in addition and without prejudice to the foregoing, all fines, penalties, costs, charges, expenses and interests relating thereto;

"Warranties"

(a) in respect of the Company, the representations and warranties set out in Clause 7 and Schedule 2;

(b) in respect of the Purchaser, the representations and warranties set out in Clause 8 and Schedule 3;

"USD"

means United States Dollars.

The headings of this Agreement are inserted for convenience only and shall be ignored in construing this Agreement. Unless the context otherwise requires, references in this Agreement to the singular shall be deemed to include references to the plural and vice versa; references to one gender shall include all genders and references to any person shall include an individual, firm, body corporate or unincorporated.

References in this Agreement to clauses, schedules and exhibits are references to clauses, schedules and exhibits of this Agreement and references to sub-clauses and paragraphs are unless otherwise stated, references to sub-clauses and paragraphs of the clause, sub-clause or, as appropriate, the schedule or the exhibit in which the reference appears.

Subject to the terms and conditions of this Agreement the Vendor, as beneficial and or registered owner of the Sale Shares, shall sell and the Purchaser shall (or the Purchaser's nominee), relying on the warranties and indemnities herein contained, purchase the Sale Shares free from all Encumbrances together with all rights now or hereafter attaching thereto including but not limited to all dividends paid, declared and/or made in respect thereof on or after the date of this Agreement in consideration for the Consideration Shares.

the Purchaser having completed its due diligence (including without limitation, legal, financial and commercial aspects) in respect of the Company referred to in Clause 3.2 below and the results of which are, in the absolute opinion of the Purchaser, satisfactory and acceptable to the Purchaser in all respects;

the Vendor having completed its due diligence (including without limitation, legal, financial and commercial aspects) in respect of the Purchaser referred to in Clause 3.3 below and the results of which are, in the absolute opinion of the Vendor, satisfactory and acceptable to the Vendor in all respects;

the Vendor having obtained all necessary consents and approvals for the transactions contemplated under this Agreement (if required) from the relevant governmental or regulatory authorities in Malaysia or elsewhere under the relevant applicable laws and regulations;

the Vendor having obtained all necessary Board resolution of the Company for the transfer of the Sale Shares to the Purchaser;

the Purchaser having obtained all necessary consents and approvals for the transactions contemplated under this Agreement (if required) from the relevant governmental or regulatory authorities in United States of America or elsewhere under the relevant applicable laws and regulations;

the Purchaser having obtained all necessary Board and/or members resolution for the issuance of the Consideration Shares to the Vendor and or its nominee;

In relation to Clause 3.1(a), the Vendor shall give and shall procure that the Purchaser and/or any persons authorised by it in writing will be given such access to the premises and all books, documents, title deeds, records, returns, approvals, correspondence and accounts of the Company and all such information relating to the Company as may be reasonably requested by or on behalf of the Purchaser to undertake and conduct a full due diligence (including but without limitation, in all legal, financial and commercial aspects) against the Company and be permitted to take copies of any such books, documents, title deeds, records and accounts and that the directors and employees of all members of the Company shall be instructed to give promptly all such information and explanations to any such persons as aforesaid as may be requested by it or them. For the avoidance of doubt, such due diligence shall not limit or otherwise qualify in any way the obligations and liabilities of the Vendor under Clause 7.

In relation to Clause 3.1(b), the Purchaser shall give and shall procure that the Vendor and/or any persons authorised by it in writing will be given such access to the premises and all books, documents, title deeds, records, returns, approvals, correspondence and accounts of the Purchaser and all such information relating to the Purchaser as may be reasonably requested by or on behalf of the Vendor to undertake and conduct a full due diligence (including but without limitation, in all legal, financial and commercial aspects) against the Purchaser and be permitted to take copies of any such books, documents, title deeds, records and accounts and that the directors and employees of all members of the Purchaser shall be instructed to give promptly all such information and explanations to any such persons as aforesaid as may be requested by it or them. For the avoidance of doubt, such due diligence shall not limit or otherwise qualify in any way the obligations and liabilities of the Purchaser under Clause 8.

The parties may at any time by notice in writing to the other party waive any of the conditions set out in Clause 3.1. If (a) any of the conditions set out in Clause 3.1 has not been satisfied (or as the case may be, waived by the other party) on or before 5:00 p.m. on the Long Stop Date

or such later date as the Purchaser may agree; or (b) the party is not satisfied with the results of the due diligence conducted according to Clause 3.2 and 3.3 as appropriate and informs the other party in writing at any time, this Agreement shall cease and determine and the parties to this Agreement shall not have any obligations and liabilities hereunder save for any antecedent breaches of the terms hereof.

The aggregate consideration for the sale and purchase of the Sale Shares shall be the Consideration Shares to the Vendor as its consideration.

Completion shall take place at the Company's office on the Completion Date at 5:00 p.m. (or at such other place and time as the parties may agree) when all the acts and requirements set out in this Clause 5 shall be complied with.

On Completion, the Vendor and or the Company (as the case may be) deliver or procure the delivery to the Purchaser of all the following:

the Vendor deliver the relevant instruments of transfer and contract notes in respect of the transfer of the Sale Shares duly executed by the Vendor in favour of the Purchaser or such other nominee(s) as the Purchaser may direct and such other documents as may be required to give a good and effective transfer of title to the Sale Shares to the Purchaser or such nominee(s) and to enable the Purchaser or such nominee(s) to become the registered and beneficial holder thereof free from all Encumbrances to the Purchaser's satisfaction;

the Vendor deliver definitive share certificates in respect of the Sale Shares and other evidence as may be required by the Purchaser showing that the Vendor is the beneficial owner of the Sale Shares, free from all Encumbrances;

the Company deliver copies, certified as true and complete by a director of the Company, of resolutions of the shareholders meeting/board of directors approving the matters as stipulated in Clauses 5.3;

the Company shall deliver to the Purchaser in respect of the Company:

all statutory records and minute books (which shall be written up to date as at Completion), all unissued share certificates (if any) and all other statutory records then;

all common seals and all rubber stamps, cheque books, cheque stubs and bank statements, receipt books, all current insurance policies, books and accounts and title deeds and evidence of ownerships to all assets and all current contracts and all other accounting records;

copies of all tax returns and assessments (receipted where the due dates for payment fell on or before the Completion Date);

all correspondence and other documents belonging to the Company (including its constitutional documents); and

provided that, if the Purchaser so agrees, delivery of all documents and records as referred to in this Clause 5.2(d) shall be deemed to have been effected where they are situated in premises and shall continue to be in the sole occupation of the Company following Completion or otherwise in the custody of persons who shall remain officers and/or employees of the Company following Completion;

the 2012 Accounts (which shall not have any deviation from the Completion Accounts as defined in Schedule 5); and

On Completion, the Company shall procure a meeting of the shareholders/directors (as appropriate) of the Company at which such matters shall be dealt with and resolved upon as the Purchaser shall require for the purposes of giving effect to the provisions of this Agreement including:

approving the sale and purchase of the Sale Shares and this Agreement; and

amending the memorandum and articles of association of the Company as may be required by the Purchaser in writing prior to the Completion.

Against performance of the obligations by the Vendor and or the Company (as the case may be) under Clauses 5.2 and 5.3 above, the Purchaser shall:

deliver to the Vendor a certified copy of the directors' and or members' resolutions of the Purchaser approving this Agreement, the issuance of the Consideration Shares and the resignation of the current directors of the Purchaser; and

deliver to the Vendor in respect of the Purchaser:

all statutory records and minute books (which shall be written up to date as at Completion), all unissued share certificates (if any) and all other statutory records then;

all common seals and all rubber stamps, cheque books, cheque stubs and bank statements, receipt books, all current insurance policies, books and accounts and title deeds and evidence of ownerships to all assets and all current contracts and all other accounting records;

copies of all tax returns and assessments (receipted where the due dates for payment fell on or before the Completion Date);

all correspondence and other documents belonging to the Purchaser (including its constitutional documents);

provided that, if the Vendor so agrees, delivery of all documents and records as referred to in this Clause 5.4(b) shall be deemed to have been effected where they are situated in premises and shall continue to be in the sole occupation of the Company following Completion or otherwise in the custody of persons who shall remain officers and/or employees of the Company following Completion;

the 2012 Accounts (which shall not have any deviation from the Completion Accounts as defined in Schedule 5);

such other documents as may be reasonably requested by the Vendor.

resignations of each of the current directors of the Purchaser;

the Purchaser shall deliver to the Vendor a certificate or certificates representing the Consideration Shares subject to no liens, security interests, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever, except as set forth in the legend on the certificate, which legend shall provide substantially as follows:

"THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE."

The Vendor acknowledges that the Consideration Shares will initially be "restricted securities" (as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended ("Rule 144"), that the Consideration Shares will include the foregoing restrictive legend, and, except as otherwise set forth in this Agreement, that the Consideration Shares cannot be sold unless registered with the United States Securities and Exchange Commission ("SEC") and qualified by appropriate state securities regulators, or unless the Vendor obtains written consent from the Purchaser and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144)).

Notwithstanding Clause 5.4 (b)(i), the Purchaser shall deliver to the Vendor duly executed Letter of Instruction to the Share Registrar of the Purchaser for the issuance of the Consideration Shares in favour of the Vendor or its nominee.

If the Vendor, the Purchaser or the Company, as appropriate, shall fail to do anything required to be done by them under Clauses 5.2, 5.3 and 5.4, without prejudice to any other right or remedy available to the Vendor, the Purchaser and the Company as applicable the applicable party may:

defer Completion to a day not later than 14 days after the date fixed for Completion (and so that the provisions of this paragraph (a) shall apply to Completion as so deferred); or

proceed to Completion so far as practicable but without prejudice to the parties' rights to the extent that the other party shall not have complied with their obligations hereunder; or

rescind this Agreement without liability on its part.

The parties to the Agreement confirm and agree that Clauses 7 to 12 shall survive the Completion.

The Company and the Purchaser covenants and undertakes that prior to Completion and without the prior written consent of the other party , the Company and the Purchaser shall not:

incur any expenditure on capital account or enter into any option in respect of any part of its assets;

dispose of or agree to dispose of or grant any option in respect of any part of its assets other than the disposal of the Subsidiaries;

borrow any money or make any payments out of or drawings on its bank account(s) other than routine payments;

enter into any unusual or abnormal contract or commitment;

enter into any leasing hire purchase or other agreement or arrangements for payment on deferred terms;

declare make or pay any dividend or other distribution or do or suffer anything which may render its financial position less favourable than as at the date of this Agreement;

grant or issue or agree to grant or issue any mortgages charges debentures or other securities or give or agree to give any guarantees or indemnities;

make any change in the terms and conditions of employment or pension benefits of any of its directors or employees or employ or terminate (other than for good cause) the employment of any person;

permit any of its insurances to lapse or do anything which would make any policy of insurance void or voidable;

create issue or grant any option in respect of any class of share or loan capital or agree so to do;

in any other way depart from the ordinary course of its respective day-to-day business either as regards the nature scope or manner of conducting the same;

alter any provisions of its memorandum or articles of association or other constitutional documents;

voluntarily contravene or fail to comply with any material obligation, statutory or otherwise; or

do anything whereby its financial position will be rendered less favourable than at the date hereof.

The Vendor and the Company warrant and undertake that, as at the Completion Date the Company shall have no liability (including known, actual or contingent) other than amounts disclosed in the Completion Accounts of not more than RM100,000 and the value of the Company shall be no less than USD156,250,000.00.

The Company warrants and undertakes to and with the Purchaser that the Warranties are true and accurate in all respects as at the date of this Agreement and will continue to be so up to and including Completion and agree to use its best endeavours (including taking such remedial action as may be necessary) to ensure that the Warranties have remained and will remain true and accurate in all respects from the date of signing of this Agreement up to the time of Completion and acknowledge that the Purchaser, in entering into this Agreement, is relying on, inter alia, such Warranties. For the avoidance of doubt, the liabilities and obligations of the Company under the Warranties shall in no circumstances be lessened, modified, relieved or otherwise reduced due to any actual or constructive knowledge of the Purchaser of any facts or events relating to the business, operations or otherwise of the Company, whether such knowledge is gained in the course of the due diligence conducted under Clause 3.2 or otherwise.

The Company and the Vendor has full power to enter into and perform this Agreement and this Agreement will constitute, binding obligations on the Vendor, enforceable in accordance with their terms.

The Company and the Vendor agrees that the Purchaser shall treat each of the Warranties (to the extent that they are applicable to them) as a condition of this Agreement. In addition, each of the Warranties is without prejudice to any other Warranty and, except where expressly otherwise stated, no provision in any Warranty shall govern or limit the extent or application of any other provision in any Warranty.

The Company agrees to fully indemnify and keep the Purchaser and its assignee fully indemnified on demand from and against all losses, liabilities, damages, costs and expenses (including legal expenses) which the Purchaser and its assignee may incur or sustain from or in consequence of any of the Warranties not being correct or fully complied with. This indemnity shall be without prejudice to any other rights and remedies of the Purchaser and its assignee in relation to any such breach of Warranties and all such rights and remedies are hereby reserved.

The Warranties shall survive Completion and the rights and remedies of the Purchaser in respect of any breach of the Warranties shall not be affected by Completion or by any investigation made by or on behalf of the Purchaser into the affairs of the Company or by the Purchaser rescinding, or failing to rescind this Agreement, or failing to exercise or delaying the exercise of any right or remedy, or by any other event or matter whatsoever, except a specific and duly authorised written waiver or release and no single or partial exercise of any right or remedy shall preclude any further or other exercise.

The Purchaser shall be entitled to take action both before and after Completion in respect of any breach or non-fulfillment of any of the Warranties and Completion shall not in any way constitute a waiver of any right of the Purchaser.

The Company and the Vendor undertake in relation to any Warranty which refers to the knowledge, information or belief of the Company that it has made full enquiry into the subject matter of that Warranty and that it does not have actual or constructive knowledge, information or belief that the subject matter of that Warranty may not be correct, complete or accurate.

If at any time before Completion the Company and/or the Vendor come to know of any fact or event which:

is in any way inconsistent with any of the undertakings given by the Vendor and or the Company, and/or

suggests that any fact warranted may not be as warranted or may be misleading; and/or

might affect the willingness of a prudent purchaser for value of the Sale Shares to complete its purchase or the amount of the consideration which such purchaser would be prepared to pay for the Sale Shares;

the Company and/or the Vendor shall give immediate written notice thereof to the Purchaser in which event the Purchaser may within 14 days of receiving such notice rescind this Agreement by written notice to the Vendor and the Company.

If at any time before Completion, the Purchaser finds that any of the Warranties is incorrect or has not been or is (in the reasonable opinion of the Purchaser) incapable of being rectified the Purchaser may rescind this Agreement by written notice to the Vendor and the Company.

The Purchaser's rights under the above clauses are in addition to and without prejudice to all other rights and remedies available to it and its exercise of or its failure to exercise its rights under any of the above clauses shall not constitute a waiver of or prejudice any of its other rights under this Agreement.

The Company and the Vendor hereby represents and warrant to the Purchaser that the warranties set out in Schedule 2 are true and correct in all respects as at the date of this Agreement and will continue to be so up to and including the Completion Date.

Notwithstanding any term in this Agreement, the maximum liability of the Company and the Vendors for breach or non-fulfillment of the Warranties shall be such sum that is equal to the amount of the Consideration.

The Purchaser warrants and undertakes that, as at the Completion Date the Purchaser shall have no liability (including known, actual or contingent) other than amounts disclosed in the Completion Accounts of not more than USD100,000.00 other than the shareholder loan of and related parties debts of not more than USD3,000,000.

The Purchaser warrants and undertakes to and with the Vendor that the Warranties are true and accurate in all respects as at the date of this Agreement and will continue to be so up to and including Completion and agree to use its best endeavours (including taking such remedial action as may be necessary) to ensure that the Warranties have remained and will remain true and accurate in all respects from the date of signing of this Agreement up to the time of Completion and acknowledge that the Vendor, in entering into this Agreement, is relying on, inter alia, such Warranties. For the avoidance of doubt, the liabilities and obligations of the Purchaser under the Warranties shall in no circumstances be lessened, modified, relieved or otherwise reduced due to any actual or constructive knowledge of the Vendor of any facts or events relating to the business, operations or otherwise of the Purchaser, whether such knowledge is gained in the course of the due diligence conducted under Clause 3.3 or otherwise.

The Purchaser has full power to enter into and perform this Agreement and this Agreement will constitute, binding obligations on the Purchaser, enforceable in accordance with their terms.

The Purchaser agrees that the Vendor shall treat each of the Warranties (to the extent that they

are applicable to them) as a condition of this Agreement. In addition, each of the Warranties is without prejudice to any other Warranty and, except where expressly otherwise stated, no provision in any Warranty shall govern or limit the extent or application of any other provision in any Warranty.

The Purchaser agrees to fully indemnify and keep the Vendor and its assignee fully indemnified on demand from and against all losses, liabilities, damages, costs and expenses (including legal expenses) which the Vendor and its assignee may incur or sustain from or in consequence of any of the Warranties not being correct or fully complied with. This indemnity shall be without prejudice to any other rights and remedies of the Vendor and its assignee in relation to any such breach of Warranties and all such rights and remedies are hereby reserved.

The Warranties shall survive Completion and the rights and remedies of the Vendor in respect of any breach of the Warranties shall not be affected by Completion or by any investigation made by or on behalf of the Vendor into the affairs of the Purchaser or by the Vendor rescinding, or failing to rescind this Agreement, or failing to exercise or delaying the exercise of any right or remedy, or by any other event or matter whatsoever, except a specific and duly authorised written waiver or release and no single or partial exercise of any right or remedy shall preclude any further or other exercise.

The Vendor shall be entitled to take action both before and after Completion in respect of any breach or non-fulfillment of any of the Warranties and Completion shall not in any way constitute a waiver of any right of the Vendor.

The Purchaser undertakes in relation to any Warranty which refers to the knowledge, information or belief of the Purchaser that it has made full enquiry into the subject matter of that Warranty and that it does not have actual or constructive knowledge, information or belief that the subject matter of that Warranty may not be correct, complete or accurate.

If at any time before Completion the Vendor comes to know of any fact or event which:

is in any way inconsistent with any of the undertakings given by the Purchaser, and/or

suggests that any fact warranted may not be as warranted or may be misleading; and/or

might affect the willingness of the Vendor to accept the Consideration Shares or the amount of the consideration which the Vendor would be prepared to accept for the Sale Shares;

the Vendor shall give immediate written notice thereof to the Purchaser in which event the Vendor may within 14 days of receiving such notice rescind this Agreement by written notice to the Purchaser.

If at any time before Completion, the Vendor finds that any of the Warranties is incorrect or has not been or is (in the reasonable opinion of the Vendor) incapable of being rectified the Vendor may rescind this Agreement by written notice to the Purchaser.

The Vendor's rights under the above clauses are in addition to and without prejudice to all other rights and remedies available to it and its exercise of or its failure to exercise its rights under any of the above clauses shall not constitute a waiver of or prejudice any of its other rights under this Agreement.

The Purchaser hereby represents and warrant to the Vendor that the warranties set out in Schedule 3 are true and correct in all respects as at the date of this Agreement and will continue to be so up to and including the Completion Date.

Notwithstanding any term in this Agreement, the maximum liability of the Purchaser for breach or non-fulfillment of the Warranties shall be such sum that is equal to the value of the Consideration Shares.

The Purchaser hereby covenants and agrees with the Vendor and the Company as follows:

the Purchaser has taken and will take all necessary and required corporate measures, proceedings and actions to authorize and enable the Purchaser to enter into and deliver this Agreement and to perform its obligations hereunder and to issue the Consideration Shares to the Vendor in accordance with the terms of this Agreement;

upon Completion, the Consideration Shares to be issued to the Vendor pursuant to this Agreement will be duly authorized, validly allotted and issued as fully paid, in compliance with applicable corporate and securities laws;

the Purchaser shall use its commercially reasonable efforts to obtain from its directors, shareholders and all appropriate governmental or regulatory entities such approvals, permits or consents as are required (if any) to complete the transactions contemplated herein;

the Purchaser shall use its commercially reasonable efforts to obtain the regulatory approvals of the relevant securities authorities (where required) for the transactions contemplated herein and the issuance of the Consideration Shares pursuant to this Agreement. In that regard, the Purchaser shall provide the Vendor with all communications sent to or received from the relevant securities authorities in connection therewith;

the Purchaser will maintain its corporate status and comply with all applicable corporate and securities laws and requirements (including any applicable filing requirements) prior to the Completion Date;

the Purchaser covenants and agrees that from the date hereof until the Completion Date or the earlier termination of this Agreement (whichever is first), the Purchaser shall not take any action, or fail to take any action, which would or may reasonably be expected to result in the representations and warranties set out in Clause 8 being untrue in any material respect at any time prior to the Completion Date or termination of this Agreement, whichever is first;

the Purchaser shall use all commercially reasonable efforts to ensure that, on the Completion Date, unless otherwise agreed between the Vendor and the Purchaser, the board of directors of the Purchaser is reconstituted so that a majority of the board of directors of the Purchaser shall consist of members nominated by the Vendor;

the Purchaser shall use all commercially reasonable efforts to consummate the transactions contemplated in this Agreement;

the Purchaser shall, as promptly as practicable hereafter, prepare and file all filings required under any securities laws, the rules and policies of the relevant securities authorities or any other applicable laws relating to the transactions contemplated in this Agreement;

subject to the terms and conditions of this Agreement and subject to fiduciary obligations under applicable laws, use all commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with the Vendor in connection with the foregoing, including, as applicable, using commercially reasonable efforts:

to obtain all necessary waivers, consents and approvals from other parties to material agreements, leases and other contracts or agreements;

to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby;

to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated hereby; and

to effect all necessary registrations and other filings and submissions of information requested by any governmental or regulatory authority.

The Company and the Vendor shall assist the Purchaser, its agents, representatives and professional advisers in obtaining promptly on request full access to all such facilities and information regarding the business, assets, liabilities, contracts and affairs of the Company and other evidence of ownership of the assets owned by the Company as the Purchaser may require.

The Purchaser shall assist the Vendor, its agents, representatives and professional advisers in obtaining promptly on request full access to all such facilities and information regarding the business, assets, liabilities, contracts and affairs of the Purchaser and other evidence of ownership of the assets owned by the Purchaser as the Vendor may require.

The Company and/or the Vendor shall execute, do and perform or procure to be executed, done and performed by other necessary persons all such further acts, agreements, assignments, assurances, deeds and documents as the Purchaser may require effectively to vest the registered and beneficial ownership of the Sale Shares in the Purchaser free from all Encumbrances and with all rights now and hereafter attaching thereto and to give effect to any matter provided for herein.

Each of the parties undertakes to the others that it will not, at any time after the date of this Agreement, divulge or communicate to any person other than to its professional advisers, or when required by law or any rule of any relevant stock exchange body, or to its respective officers or employees whose province is to know the same any confidential information concerning the business, accounts, finance or contractual arrangements or other dealings, transactions or affairs of any of the others which may be within or may come to its knowledge and it shall use its best endeavours to prevent the publication or disclosure of any such confidential information concerning such matters.

No public announcement or communication of any kind shall be made in respect of the subject matter of this Agreement unless specifically agreed between the parties or unless an announcement is required pursuant to the applicable laws and the regulations or the requirements of any regulatory body or authority. Any announcement by any party required to be made pursuant to any relevant laws or regulation or the requirements of the any regulatory body or authority shall be issued only after such prior consultation with the other party as is reasonably practicable in the circumstances.

The Purchaser hereby covenants and agrees with the Vendor and the Company to indemnify and save harmless the Vendor and the Company from and against any claims which may be made or brought against such Party or which such Party may suffer or incur as a result of, or arising out of any non-fulfilment of any covenant or agreement on the part of the Purchaser under this Agreement or any incorrectness in or breach of any representation or warranty of the Purchaser contained in this Agreement.

From the date of this Agreement until the earlier of the Completion Date or the date on which this Agreement is terminated, the Purchaser and its directors, officers, representatives and agents will not:

solicit directly or indirectly, or cause, or facilitate anyone else to solicit any offer (conditional or otherwise) similar to the one contemplated herein;

provide information concerning its securities, assets or business to anyone for or in furtherance of anything mentioned in Clause 13(a).