Share Purchase Agreement dated July 30, 2018, between | Vonage Holdings Corp. | commercial contracts (2023)

CONFIDENTIAL EXECUTION VERSION

UE

of

iii

BeSHARE PURCHASE AGREEMENT(be "

") dated 30 July 2018 between Telefónica Digital Ltd., a limited company incorporated under the laws of England and Wales and registered number 07884976 (the "

")), Telefónica Digital, Inc., a Delaware company (the "

’), and Nexmo Inc., a Delaware company („

"). For purposes of this Agreement, capitalized terms not otherwise defined herein have the meanings set forth in

.

WHILE, the Vendor owns all issued and outstanding shares of the Company’s share capital (the “

“); mi

ARTICLE I

THE DEFINITION

Section 1.1

. In this Agreement, the following terms have the meanings specified or referred to in this Agreement

, the meaning of which is equally applicable to the singular and plural forms.

„Accounting Principles“means, in accordance with applicable law and GAAP in effect at the closing date, using and applying the same accounting principles, practices, procedures, policies and methods (having consistent classifications, judgments, choices, inclusions, exclusions and valuation methods). used by the Company in preparing the interim financial statements and the sample balance sheet with expected closing date included therein

; to the extent that these accounting principles, practices, procedures, principles and methods and GAAP are inconsistent, the accounting principles, practices, procedures, principles and methods used in the preparation of the model interim financial statements and balance sheet as of the date of expected completion are established In

must control; provided that the accounting policies are (i) based on facts and circumstances existing at the closing date and (ii) follow the terms defined in this Agreement.

„Important Buyer Representations“means collectively the representations and warranties set forth in

(Organization; power and authority; capital structure) and

(Runner).

2

„Payment Deadline Date' has the meaning specified in

.

„ultimate working capital“means: (a) the current assets of the acquiree less (b) the current liabilities of the acquiree, each as of the close of business on the Closing Date, each calculated in accordance with the GAAP and the example set forth in

.

„Basic representations of the company“means collectively the representations and warranties set forth in

(organization; power and authority; capital structure),

(subsidiaries),

(without intermediaries),

(organization; power and authority),

(property) and

(Runner).

3

4

„current assets” means, with respect to the Acquired Businesses, accounts receivable (net of bad debts), inventory and prepayments (but excluding (a) that portion of any prepayments for which Buyer does not receive a profit after closing, (b) deferred tax credits, (c) accounts receivable to affiliates, officers, employees, directors or shareholders of the acquired companies and their respective affiliates and (d) cash and cash equivalents), each calculated in accordance with the accounting policies and the in

.

„current liabilities” means, with respect to the acquired companies, trade payables, tax accruals and expenses (but excluding (a) payables to any of the acquired companies, (b) deferred tax liabilities, (c) Company transaction costs, and (d) indebtedness, if any of the acquired companies), each calculated in accordance with the accounting principles and the in

.

5

6

„compensated person” means any person claiming damages under

.

„person who compensates' means the person making indemnification pursuant to

.

7

„willful fraud” means a lawsuit under the Delaware common law for fraud brought against a party to this Agreement on the basis of that party's representation in this Agreement;

that at the time such statement was made, (i) such statement was inaccurate, (ii) such party had actual (and not implied or implied) knowledge of the inaccuracy of such statement, (iii) such party intended misrepresent any other party, and (iv) the other party has acted in accordance with such misrepresentation and suffered or has suffered financial or other harm as a result of such reliance.

„Discover brands' refers to the VoIP brands listed in

until now.

8

„significant adverse effect“means any event, occurrence, fact, condition or change which, individually or collectively, is materially adverse to (a) the business, results of operations, financial condition or assets of the Acquired Companies or (b) the ability of the Seller to carry out the transactions contemplated herein complete on time;offered,Howeverthat “Material Disruption” does not include any event, occurrence, fact, condition or change that is attributable to or is attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the sectors in which the incorporated companies operate; (iii) changes in financial or securities markets generally; (iv) acts of war (whether declared or not), armed hostilities or terrorism, or the escalation or escalation of any of the foregoing; (v) any changes in accounting standards, including GAAP; (vi) any act permitted by prior written consent or waiver performed and delivered by Buyer, except pursuant to or in connection with

mi

; (vii) any natural or man-made disaster or act of God; and (viii) any breach by the Acquired Companies of any forecast, budget or estimate of revenue or earnings for any period ending after the date of this Agreement (provided that the facts and circumstances giving rise to such breach are taken into account may be used in determining whether a material adverse effect has occurred (except to the extent that such facts or circumstances are excluded from consideration by any preceding clause of this clause)); Isoffered,Advance paymentthat any incident, event, fact, condition or change referred to in clauses (i) to (iv) and (vii) immediately above must be taken into account in determining whether a Relevant Adverse Effect has occurred or is likely to occur to the extent such event, event, fact, condition or change will have a disproportionate effect on the acquired companies compared to other participants in the industries in which the acquired companies conduct their respective businesses.

9

10

„Forbidden Person“ means (i) a person appointed by the U.S. Government pursuant to 31 C.F.R. Chapter V or any other law administered by OFAC or on OFAC's List of Specially Designated Nationals and Blocked Persons (“

"); (ii) the government of, or resident of, any OFAC-sanctioned country; or (iii) any person acting or intending to act, directly or indirectly, on behalf of or owned or controlled by any person referred to in sub-paragraph (i) or (ii) above.

„restricted area“ means the countries listed in

.

11

„Customer agreements in standard form“ means non-exclusive grants of intellectual property licenses to customers of the Acquired Businesses, made in the ordinary course of business, (i) copies of which standard form Customer Agreements were made available to Buyer prior to the date of this document, and (ii) that they don't have to appear

the dissemination agenda. Standard Form Customer Agreements include Acquired Entities' forms of the following agreements (copies of which have been provided to Acquirer prior to the current date): TokBox Terms of Use, Platform as a Service ("PaaS") Agreement, Program Agreement License Agreement, Professional Services Agreement Agreement, Change Order, IE Plugin EULA, and Software Development Kit (SDK) License Agreement.

12

„Transitional Services Agreement” means a contract for Transition Services as is hereby attached

to be entered into between TokBox, Inc. and Seller's applicable Affiliate.

13

14

Section 1.2

. For purposes of this Agreement, (a) the words "include," "contains," and "including" shall be deemed followed by the words "without limitation," (b) the word "or" shall not be exclusive, (c) the words "here", "here", "hereby", "below" and "below" refer to this Agreement as a whole and (d) the symbol "$" and the word "dollar" refer to United States Dollars. Unless the context otherwise requires, references in this document to: (i) Articles, Sections, Appendices and Appendices mean Articles and Sections and Appendices and Appendices

15

ARTICLE II

PURCHASE AND SALE OF SHARES

Section 2.1

. Subject to the terms set forth herein, at closing the Buyer is buying from the Seller and the Seller is selling to the Buyer all of the Seller's right, title and interest in the Shares, free from all encumbrances except as may be imposed by applicable values. Laws, for consideration in accordance with

.

Section 2.2

. The total cash purchase price to be paid by the buyer to the seller for the Shares at closing is $35,000,000, subject to adjustment pursuant to

(Ö "

“).

Section 2.3

. Subject to receipt of Owner's consent and the terms set forth herein, the consummation of the transactions contemplated by this Agreement (the "

’) will be held at 10:00 a.m. at the offices of Goodwin Procter LLP, 3 Embarcadero Center, San Francisco, CA 94111 (or remotely via an exchange of signatures). referred to here as "

.” The deal is deemed effective as of 12:01 p.m. local time on August 1, 2018.

Section 2.4

. Subject to the conditions set out in this document:

sixteen

(iii) any of the deliveries contemplated by

;

17

(A) Proof of Purchaser's purchase of an insurance policy (the "

") on the attached form as

;

Section 2.5

.

(i) a statement of your good faith estimate of any outstanding debts of the Company (the "

’), which states the amount of the entity’s debt that is required to be repaid to each creditor or other creditor of the debt at closing (the “

) together with letters of payment from each creditor and other creditors identified in the Company's debt payment schedule, which letters of payment must state the amount of the Company's debts owed to that creditor or other holder, if such amount is paid to that creditor or another holder on the Closing Date, the creditor or other holder, as the case may be, will release any liens it has with respect to the acquired businesses and their respective assets);

(ii) a list of your good faith estimate of any unpaid Transaction Fees of the Company (the "

’) and its beneficiaries (the ‘

“);

18

(iii) your reasonably detailed good faith estimated working capital at closing (the “

”), the statement of which must include an estimated consolidated balance sheet of the incorporated companies as at close of business on the Closing Date prepared in accordance with accounting principles (without the transactions contemplated herein taking effect) and a calculation of the final value of capital work (or "

“);

(iv) your good faith estimate of the Company's cash and cash equivalents (the "

“); mi

(i) or (1) any increase in the amount by which the estimated working capital (determined pursuant to

) is greater than Target Working Capital, or (2) a reduction in the amount, if any, by which Estimated Closing Working Capital is less than Target Working Capital;

The net value after making the above adjustments is the “

.“

Section 2.6

. Within forty-five (45) days of the Closing Date, Buyer shall prepare and transmit to Seller a statement (the “

”), which (A) must include its calculation of closing working capital, together with a consolidated balance sheet of the acquired entities as at close of business on the Closing Date prepared in accordance with accounting principles (excluding the effectiveness of transactions) considered herein in "

"), (B) its calculation of the company's default debt (the "

"), (C) Your calculation of unpaid business transaction fees (the "

"), (D) your calculation of cash and cash equivalents ("

’), and (E) a certification from the buyer’s chief financial officer that the working capital at the final accounts has been prepared in accordance with accounting principles.

(A)

.

19

(UE)

. Seller shall have forty-five (45) days (the “

’) to review the final statement. During the Review Period, Seller and Seller's accountants will have full access to the books and records, personnel and working documents of the Purchased Entities prepared by Buyer and/or Buyer's accountants as far as government declarations and historical financial information ( to the extent Buyer owns or controls) in connection with the Closing Statement that Seller may reasonably require to review the Closing Statement and, if applicable, prepare a Closing Statement of Objectionsas long assuch access must be granted in a manner that does not interfere with the normal course of business of the acquirer or the acquired businesses.

(ii)

. On or before the last day of the Review Period, Seller may contest the Closing Statement by providing Buyer with a written statement setting forth in reasonable detail Seller's objections, identifying each disputed issue or amount and the basis for Seller's non-compliance therewith will the "

"). If Seller fails to submit the Notice of Complaints prior to the expiry of the Review Period, the Closing Statement and Post-closing Adjustment, which may be reflected in the Closing Statement, shall be deemed to have been accepted by Seller. If Seller submits the Statement of Objections prior to the expiration of the Review Period, Buyer and Seller will negotiate in good faith to resolve such objections within thirty (30) days of delivery of the Statement of Objections (the “

’), and if so decided within the Closing Period, the Post Closing Adjustment and Closing Statement, as amended, as previously agreed in writing between Buyer and Seller, shall be final and binding.

(iii)

. If Seller and Buyer are unable to reach an agreement on all of the issues set out in the Statement of Objections before the end of the Resolution Period, the remaining amounts in dispute ("

’) will be submitted for resolution by Ernst & Young or, if Ernst & Young is prevented, Buyer and Seller shall jointly appoint a nationally recognised, impartial firm of independent auditors other than Seller’s auditors or Buyer’s auditors ( the "

) who, as experts and not as arbitrators, will only resolve the disputed amounts and make the necessary adjustments to the Post-Closing Adjustment and Closing Term, if necessary. The auditor decides only on the specific issues disputed by the parties and his decision on each disputed amount must fall within the range of values ​​assigned to each of these issues in the final statement or statement of objections.

(4)

. The auditor's fees and expenses will be borne by both the seller and the buyer based on the percentage earned by the actual amount disputed but not awarded by either the seller or the buyer. to the added value actually denied by seller and buyer.

20

(v)

. The Auditor will be appointed as soon as reasonably practicable within thirty (30) days (or such other time as the parties may agree in writing) after its engagement and its settlement of the disputed amounts and its adjustments to the Statement and/or the Post-Closing Adjustment is final, binding and not contestable by the parties.

(B)

. Ö "

' should be calculated as follows:

(C)

. If the post-closing adjustment is a positive number of $75,000 or more, the buyer will pay the seller an amount equal to the post-closing adjustment. If the post-closing adjustment is a negative number of $75,000 or more, the seller must pay the buyer an amount equal to the post-closing adjustment. Except as otherwise provided herein, any post-closing payment (A) shall be due (x) within five (5) business days of acceptance of the relevant Closing Statement or agreement between Seller and Buyer during the relevant Closing Statement resolution or (and ) if at disputed securities, then within five (5) business days of the resolution described in

above; and (B) paid by electronic transfer of readily available funds to the account designated by Buyer or Seller, as the case may be.

21

(D)

. Any payment made pursuant to this

will be treated by the parties as an adjustment to the purchase price for tax purposes, unless otherwise required by applicable law.

Section 2.7

. All transfers, sales, use, value added, excise, stock transfer, stamp, registration, registration and all similar taxes (including any applicable interest or penalty) (collectively “

) due in connection with the transactions contemplated by this Agreement will be borne by the party legally obligated to pay the tax in accordance with applicable law.

Section 2.8

. Buyer and Company shall have the right to deduct and withhold (or cause to be deducted and withheld) from any payment made under this Agreement any amount that they determine to be deducted and withheld in accordance with the Code or any applicable governmental regulation should become foreign. tax law. To the extent that any amounts are deducted, withheld and paid to the appropriate tax authority, for all purposes of this Agreement, such amounts shall be treated as if they had been paid to the person in respect of whom such deduction and withholding was made. The parties will cooperate in good faith to minimize withholding taxes.

ARTICLE III

REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES

As an inducement to Buyer to enter into this Agreement and to complete the transactions contemplated herein, Seller represents and warrants to Buyer that the statements contained in this Agreement have been made

, together with the information contained in the Disclosure Plan, are true and correct as of this date:

Section 3.1

.

(a) The corporation is duly incorporated and organized and in good standing and in good standing under the laws of the State of Delaware. The Company has full corporate power and authority to execute and deliver this Agreement and the other transactional documents in which it is a party, to perform its obligations here and there and to complete the transactions contemplated herein.

of the Disclosure Plan sets out each jurisdiction in which the company is authorized or qualified to operate, and the company is in each jurisdiction where the character or kind of property it owns or leases is properly qualified and in good standing Your jobs require such a qualification unless the lack of qualification or good reputation has not had and is unlikely to have a material adverse effect. The Company has full corporate power and authority to own or lease and operate its real estate and assets that it now owns, operates or leases and to continue its business as it has and currently does. The copy of the Company's Articles of Incorporation provided to Buyer is accurate and complete and in full force and effect and the Company does not breach any provision thereof.

(d) The authorized share capital of the Company is incorporated in

the dissemination agenda. The Shares represent all issued and outstanding shares of the Company's share capital and will be registered by the Vendor as described in

the dissemination agenda. The shares are duly authorized and validly issued, fully paid up and of no value and are the registered and beneficial ownership of the seller, free from all encumbrances except those imposed by applicable federal and state securities laws and this Agreement. With the exception of the shares, there are no issued, reserved for issue or outstanding shares of the common stock or other interest in the capital of the company. Upon completion of the transactions contemplated by this Agreement, the Purchaser will obtain title to the Shares free of all liens except as required by applicable securities laws. The Shares have been issued in accordance with the applicable laws. None of the Shares have been issued in breach of any agreement or obligation of which the Vendor or the Company is a party or subject, or in breach of any right of preemption or similar right of any person. There are no outstanding obligations of any kind in relation to the company. The Company has no outstanding or authorized rights to stock appreciation rights, phantom shares, profit sharing or similar rights. There are no voting rights agreements, voting funds, shareholders' agreements, revocable or irrevocable powers of attorney or other agreements or understandings relating to the voting or transfer of Shares. The Company has no outstanding contractual obligations to repurchase, redeem or otherwise acquire any equity interests in the Company.

Section 3.2

.

(A)

of the Disclosure Addendum establishes the names of the Company's direct and indirect subsidiaries, the jurisdictions in which each subsidiary is organized and their ownership interests. Each subsidiary of the Company is duly incorporated, organized and legally existing and in good standing in accordance with the laws of the jurisdiction of its incorporation.

of the Disclosure Plan establishes each jurisdiction in which each subsidiary of the Company is licensed or qualified to conduct business and each subsidiary of the Company is duly qualified to conduct business and in each jurisdiction in which the character of its owned or leased or which nature of its activities requires such a qualification, unless the lack of qualification or its presence does not have or is unlikely to have a material adverse effect. Each subsidiary of the Company has full corporate power and authority to own or lease and operate its properties and assets that it now owns, operates or leases and to continue its business as it currently does. The Company has provided the Buyer with accurate and complete copies of the government documents of each Company subsidiary and each government document is accurate and complete and in full force and effect and no Company subsidiary is in breach of any of its terms. .

Section 3.3

.

(a) Except as provided in

of the Disclosure Program, the Company's execution and delivery of this Agreement and the other transaction documents in which the Company is a party and the Acquired Companies' execution of the transactions contemplated herein, which are therefore subject to the terms hereof and the same, you will ( i) not (i) breach, conflict with, or cause a default (whether by termination, lapse of time, or both), create a right of termination, or require notification or approval under any material involving an acquired company or to which the assets of an acquired company are attached; (ii) conflict with or result in a violation of any provision of any governmental document of an acquired company; (iii) violate, result in, or constitute a violation of any provision of any law or governmental order (whether upon notice, after a period of notice, or both), or any restriction imposed by any applicable governmental authority on an Acquirer Company, (iv) except as provided in

of the Disclosure Plan, requires the approval, notification, authorization or other action of a disputing party, results in a breach or breach of, constitutes a breach or an event which, with or without notice or lapse of time, would constitute a breach, would lead to acceleration or would create the right of either party to expedite, terminate, modify or cancel any material agreement in which any Acquired entity is a party or by which an Acquired entity is bound or by which either party is bound by their respective property and its assets are subject to any material license affecting the property, assets or business of the acquired companies; or (v) create or impose any lien other than a permitted lien on property or assets of the Acquired Entities, except in the case of clauses (ii) and (iii) for such conflicts, breaches or breaches which did not have a material adverse effect and probably won't have either.

(b) Except as provided in

of the Disclosure Plan, no notice, declaration, or filing with, or consent or approval of, any governmental authority is required by or relating to the Acquired Entities in connection with the Company's performance and delivery of this Agreement and the other Transaction Documents, the Company being a party, or the consummation of the transactions contemplated herein by the Company and therefore in accordance with the terms of these and the same.

Section 3.4

.

(a) Complete copies of the following financial statements of the acquired companies are attached

of the Disclosure Plan (collectively, the “

“):

(e) The Acquired Businesses have no liabilities, obligations or undertakings of any kind, stated or not, known or unknown, absolute or contingent, accrued or not accrued, due or not due or otherwise ("

”), except for (i) those reflected or reserved in the balance sheet of the interim financial statements, (ii) those incurred in the ordinary course of business after the interim balance sheet date and which are not, individually or in aggregate, of material value, (iii ) those disclosed in the Disclosure Plan, (iv) those arising under the enforceable portion of a contract to which an acquiree is party and which do not arise out of a breach or breach thereof, and (v) transaction costs of the Company payable at closing.

Section 3.5

. Except as provided in

of the Informational Notes from the preliminary balance sheet date to the present date, other than in the ordinary course of business, there have been no related to the acquired companies:

Section 3.6

.

(a) Except as provided in

of the Disclosure Plan, no lawsuits are pending or, to Seller's knowledge, threatened in writing (a) against or by the Acquired Businesses or their respective property or assets (or by or against Seller or any of Seller's affiliates). Vendors and affiliated with Acquired Companies); or (b) order or delay against or for the Purchased Entities, Seller or any affiliate of Seller contesting or attempting to prevent any transaction contemplated by this Agreement.

(b) Except as provided in

of the disclosure notes, there are no pending governmental orders or unfulfilled judgments, sanctions or arbitral awards against the acquired companies or their respective properties or assets. The acquired companies comply with the terms of every government regulation set out in

the dissemination agenda. To the best of Seller's knowledge and belief, no event or circumstance has occurred which could reasonably be expected (with or without notice or passage of time) to result in a breach of any governmental order.

Section 3.7

.

(A)

.

(B)

. Each of the Acquired Businesses has complied with all laws relating to the payment, collection and withholding of taxes (including the withholding of taxes pursuant to Sections 1441, 1442, 1445 and 1446 of the Code or any equivalent or similar state, local or federal statute). foreign taxes) and, within the time and manner required by law, will be withheld from employees' wages and other amounts payable to third parties and paid to the appropriate governmental authority, any amounts necessary to obtain exemption from compliance with any law ( including the Federal Insurance Contributions Act, Medicare, the Federal Unemployment Tax Act and applicable state and foreign income and payroll tax deduction laws), including federal, state, local and foreign, and has all tax returns timely filed or provided in accordance with the Withholding Tax Act.

(C)

.

Section 3.8

.

(A)

of the Disclosure Plan sets forth any material plan, program, policy, practice, contract, or other arrangement that provides for compensation, time off, acquisition acceleration, change of control payment, severance pay, deferred compensation, profit sharing, bonus or other incentive, incentive, stock or stock-related bonuses, insurance coverage, vacation or other paid benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, post-retirement or retiree benefits, fringe or other employee benefits or compensation of any kind, whether or not subject to ERISA, whether written, funded or unfunded, including any "employee benefit plan" within the meaning of Section 3(3) of ERISA that is sponsored by, endorsed by, contributed to, or required by ERISA is sponsored, endorsed or contributed to any of the Acquired Companies or an ERISA Affiliate for the benefit of, or in respect of, any employee or former employee, independent contractor or director of any of the Acquired Companies or has or may have an ERISA Affiliate have a liability (the

"). None of the Acquired companies or any of their affiliates intends or undertakes to create or enter into any new benefit plan or to modify or terminate any benefit plan (other than to conform such benefit plan to the requirements of any law, each previously notified to Buyer in writing or otherwise). otherwise required by this Agreement). Except as provided in

of the Disclosure Plan, none of the Benefit Plans provide post-employment health or life insurance benefits to participants or beneficiaries of a participant, except as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (or similar legislation). .

(g) Except as expressly provided for in this Agreement or set forth in

of the Disclosure Plan, neither the Company's execution and delivery of this Agreement nor the consummation of any transactions contemplated herein will result in (i) any payment to an employee of an Acquired Company, (ii) any increase in any benefits otherwise payable under any Plan, or (iii) result in an acceleration of the timing of payment or vesting of such benefits under this Plan.

Section 3.9

.

(B)

of the Disclosure Plan contains a list of all agreements under which any of the Acquired Entities leases, subleases or otherwise occupies or uses real property, and any amendments thereto (each, “

' and together the '

’) (such underlying interest in property, with all easements and other rights in respect of such property, which ‘

"). Seller has provided or made available to Buyer true, complete and accurate copies of each Rental Agreement.

(d) Except as provided in

of the Disclosure Plan or as expressly disclosed in the Interim Financial Statements, the Acquired Entities will own all assets and property, property and equipment disclosed in the Interim Financial Statements or acquired after the date of the Interim Financial Statements, free from all encumbrances, except for the following (collectively referred to as "

”) (i) charges disclosed in the interim financial statements, (ii) charges for taxes, fees, assessments or other governmental levies that are not past due or remain due without penalty or are contested in good faith (and for which , in in each case when appropriate reserves have been established in accordance with GAAP), (iii) liens on carriers, warehouses, mechanics, lessors, materialists, tradesmen or other similar liens arising in the ordinary course of business, (iv) liens consisting of required warranties or deposits in the in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security laws or to protect the liability of insurers, (v) liens on real estate or tangible assets acquired or held by the businesses acquired in the ordinary course of business, as security for the entered into or debts assumed to finance (or refinance) all or part of the cost of such real estate or tangible assets, (vi) mortgages on real estate or tangible assets to secure lease obligations, (vii) ) any interest or interest of a lessor or sublessor, as landlord or sub-lessor, under a lease of real estate or tangible property and a Precautionary Uniform Commercial Code financial statement filed under a lease of real estate or tangible property, (viii) liens defects of registration or title that are immaterial and exist only with respect to such real or tangible assets, values ​​or dimensions and which do not materially diminish the value or materially impair or be impaired by the actual use of the assets in question for them, and (ix) no - Exclusive Intellectual Licenses Property for customers of the acquired companies that represent customer agreements in standard format.

Section 3.10

.

(a) Except as provided in

of the Disclosure Plan, each acquired business will comply in all material respects with all employment and labor practices laws applicable to it, including all laws relating to labor relations, fair employment practices, discriminatory employment, harassment, retaliation, reasonable accommodation, rights of persons with disabilities, or benefits, Immigration, including the Immigration Control and Reform Act, wages, hours, overtime compensation, wage statements, gender pay, racial and ethnic origin, work on days off, child labor, hiring, promotion and termination of workers, classification of workers (including proper classification of workers as independent contractors), working conditions, meals and breaks, privacy, health and safety, workers' compensation, vacation, unemployment insurance, equal opportunity and bargaining.

(B)

of the Disclosure Plan includes a true, accurate, and complete list of all employees, independent contractors, and other non-employee service providers currently performing services for each acquired entity, along with information identifying whether the individual is an employee, consultant, or independent contractor and, to the extent applicable, (i) title, (ii) place, (iii) date of employment or employment of each person, (iv) full-time or part-time classification, (v) exempt or non-exempt classification, (vi) weekly working hours classification ( for salaried employees and part-time employees), (vii) base salary and bonus; (viii) Bonus Eligibility; (ix) vacation quota, (x) accumulated but unused sick leave and vacation time or paid time off (expressed as number of days and dollar value of those days), (xi) primary place of employment or place of employment, (xii) type of visa (if applicable), and (xiii) whether that person is on holiday (and the nature of that holiday and the expected date of return).

(e) In the past three (3) years, no Acquired Business has experienced “collective redundancies” or “plant closures” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended (“

'), or engaged in any comparable conduct under any applicable state or foreign law or took any other action that would result in, or require action in respect of, a violation of WARN or any comparable state or foreign law, and none such Action will be taken without notifying the buyer.

Section 3.11

.

(A)

of the Disclosure Plan, as of this date, lists all of the following agreements in which an acquired entity is a party:

(iii) all arrangements with the Acquired Entities' twenty (20) largest customers for revenue generated during the period from January 1, 2018 to May 31, 2018 (each a “

“);

(iv) all contracts with the ten (10) main suppliers and service providers of the acquired companies based on payments made during the period from June 1, 2017 to May 31, 2018 relevant to the Company's business and acquired business, respectively (one each "

“);

(x) any agreement, other than standard form customer agreements and non-negotiated supplier agreements, that (i) authorizes the authorship, invention, creation, conception or other development of technology or intellectual property rights (A ) by any of the Acquired Companies to another person or (B) to any of the Acquired Companies to another person, including, in each of clauses (A) and (B), any joint development by any of the Acquired Companies with another person; (ii) provides for the assignment or other transfer of any ownership interest in technology or intellectual property rights (A) from another person to one of the Acquired Companies, or (B) from one of the Acquired Companies to another person; (iii) includes any grant of any intellectual property license to another person by any of the Acquired Entities; or (iv) involves the grant by any other person of any intellectual property license to any of the Acquired Entities (except, with respect to this Subsection (iv) only, the Open Source Software licenses set forth in

the disclosure agenda);

(b) Any of the contracts set out in the

of the Disclosure Plan (the “

) is the valid and binding legal obligation of the Acquired Company, enforceable against it under its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights of affecting creditors generally and by general principles of equity (regardless of whether an application is made in court or in equity). Except as expressly stated in

of the Disclosure Plan, each Master Agreement is in full force and effect, and the applicable Acquired Business is not, and to the best of Seller's knowledge, no other party to this Agreement has committed a material breach as a result of this Agreement. To the best of Seller's knowledge and belief, no event or circumstance has occurred which, upon notice or passage of time, or both, would reasonably be expected to constitute, or result in the termination of, an event of default under any material contract or could reasonably be expected to expedite or cause or permit other adverse changes in rights or obligations or the loss of a material advantage. Complete and accurate copies of all material agreements (including any amendments, supplements, supplements and waivers) have been provided to Buyer.

Section 3.12

.

(A)

of the Disclosure Plan provides a true, complete and accurate list of all (i) registered company intellectual property rights and (ii) unregistered trademarks owned by each of the acquired companies and relevant to the company's business. For each item of intellectual property rights of the incorporated company,

the Disclosure Listing lists (A) the registered owner for that item and, if different, the legal owner and beneficial owner of that item, (B) the jurisdiction in which that item is issued, registered or pending, (C) the issuance , registration or application date and the number of this element, and (D) for each domain name registration, the corresponding domain name registrar, the name of the registrant and the expiry date of the registration.

(b) All necessary fees and registrations relating to the incorporated company's intellectual property rights have been filed with the appropriate governmental agency and domain name registrars in a timely manner to maintain the intellectual property rights of this incorporated company in force and effect. Except as revealed in

of the Disclosure Plan, there are no renewals, annual fees, payments, fees, responses to official acts, or other filings required and due with respect to the Intellectual Property Rights of the incorporated entity within one hundred and twenty (120) days of the current date. No broadcast or registration received and no application for intellectual property rights submitted by any acquiree has been cancelled, abandoned, lost or not renewed unless such acquiree has made a reasonable business judgment decision to cancel, surrender, or terminate the expiration terminate or not renew the issuance, registration or order.

(c) The Acquired Companies will be the sole and exclusive owners of all right, title and interest in (i) all Intellectual Property Rights of the Registered Company and (ii) all other Intellectual Property Rights of the Company and Company Technology owned or purportedly owned must be owned or assigned to one of the Acquired Companies (clauses (i) and (ii) together the “

’), free from all loads (except for the permissible loads described in

(i)-(iv). All intellectual property rights of Company and Company Technology that are not Company intellectual property (“

’) are duly and validly licensed to the Acquired Entities pursuant to: (A) Intellectual Property Licenses contained in the Agreements set forth in

of the Disclosure Plan (and each such agreement is a valid agreement enforceable under its terms (subject to bankruptcy, insolvency, reorganization, moratorium or other applicable law relating to or affecting the rights and remedies of creditors generally)), (B ) Open source software listed in

of the Disclosure Program; or (C) non-negotiated supplier agreements made available to Buyer. The Acquired Entities have (and will continue to have, immediately after Closing) valid and continuing rights (subject to the terms of these Agreements) to use, sell, license and otherwise exploit all Licensed IPs as they are currently in use. sold, licensed and otherwise operated by the acquired companies.

(Gramm)

of the Disclosure Plan provides a true and accurate listing of all intellectual property licenses expressly granted under patents (i) by another person to one of the Acquired Companies and (ii) by one of the Acquired Companies to another person.

(k) Each of the Acquired Companies has taken commercially reasonable steps to protect all of the Acquired Companies' proprietary information and any proprietary information of others owned, controlled or accessed by the Acquired Companies . , with respect to which each of the companies included is bound to confidentiality. No disclosure of this proprietary information has been authorized or actually given to any person except in accordance with a written confidentiality agreement limiting the disclosure and use of this proprietary information. Each current and former employee and consultant of any of the Acquired Companies who was involved in the creation, invention, creation, conception or other development of a Company's technology has entered into a written Invention Assignment and Non-Disclosure Agreement with such Company which will effectively and effectively be transferred to such Acquired Company transfers all intellectual property rights and technology created, invented, created, conceived or otherwise developed by such employee or consultant in connection with his employment or involvement with such acquired company (a "

’) on a form provided to Buyer prior to that date. No current or former employee or consultant of any Acquired Company (i) has removed any technology (or intellectual property rights in or to any technology) authored, invented, created, conceived or otherwise developed prior to his employment or involvement in such technology in his or her invention assignment pursuant to that person's invention assignment agreement, (ii) to the best of Seller's knowledge, has not affirmatively stated in such invention assignment agreement that he or she existed prior to employment or interest in such acquired business, or (iii) for any of the acquired companies or, to the best of Seller's knowledge, any other person, property or other exclusive intellectual property rights of such employee or consultant. Copyrighted, invented, created, conceived or otherwise developed by such employee or consultant in connection with his employment or involvement with such acquired business.

(UE)

of the Disclosure Addendum contains a true and accurate listing of all third-party software (excluding the open-source software listed in

of the Disclosure Plan) that is (i) embedded or embedded or packaged in Company software, or (ii) excluding software licensed under non-negotiated supplier agreements otherwise used by any of the Acquired Entities in the Business Company (and z each Item to be included in sublists (i) or (ii), the name of the licensor or owner of the software, and the agreement under which the software is licensed). Except as provided in

of the Disclosure Plan to any person other than employees, consultants and contractors of the Acquired Companies who have committed in writing to the confidentiality of such source code or related materials. None of the Acquired Companies is a party to any Source Code Retention Agreement or other agreement (or party to any agreement that requires any Acquired Company to enter into a Source Code Retention Agreement or any other agreement) that requires escrow of any Source Code . or related materials for enterprise software.

(Metro)

of the Disclosure Addendum contains a list (in the format desired by Buyer) of all Open Source Software that is or was included, incorporated or integrated, linked, combined or distributed with or used in the delivery or delivery of any Enterprise Software or Enterprise Offering. Each of the acquired companies has complied with and is in all material respects in compliance with all license requirements applicable to all elements of the open source software that are published in or required to be disclosed in

the dissemination agenda.

(s) As of January 1, 2013, each of the Acquired Entities has, at all times, a policy regarding the collection, use, retention, retention, disclosure and disposal of Personal Information (each a “

"). The data protection practices of all acquired companies comply with and have always complied in all material respects with the relevant data protection guidelines of the acquired companies. None of the Acquired Companies' legal or contractual obligations conflict with the Acquired Companies' privacy policy or applicable privacy practices. Each of the Acquired Companies has complied, in all material respects, with all laws, regulatory and self-regulatory policies and interpretations issued by governmental agencies of those laws and policies in relation to: (i) privacy of users of each of the Acquired Companies' websites, mobile applications and other enterprise offerings; and (ii) the collection, compilation, use, storage, processing, preservation, protection, transfer (including international transfer), disclosure and disposal of any Personal Information by or on behalf of any of the Acquired Companies. As of January 1, 2013, each of the acquired companies has published its applicable privacy policy on all of its websites and mobile applications. These notices, all other written communications from each of the Acquired Companies to users or customers (sent directly or indirectly by or on behalf of the Company), and any materials distributed or marketed by the Acquired Companies, (i) all conform and currently conform applicable laws and (ii) was and is currently accurate and complete in all material respects.

(t) Since September 1, 2014, the Acquired Companies have at all times implemented and maintained a comprehensive security plan that implements and monitors commercially reasonable administrative, technical and physical safeguards to ensure that personal data, intellectual property, the value of which is derived is not public known, or other confidential or sensitive information (collectively, "Protected Information" owned or controlled by the Acquired Companies, which is protected from loss, damage, unauthorized access, use, unauthorized alteration or other misuse (such plans, collectively the "

"). The security practices are consistent with (i) any information security statements in the company's privacy policy then in effect, (ii) any public statements regarding the information security practices of the acquired companies, and (iii) any contractual obligations of the acquired companies. With regard to the security of personal data, no person has asserted or, to the seller's knowledge, threatened any action against the acquired companies. There has been no unauthorized access, disclosure, misuse or other breach of proprietary information owned, licensed or maintained by or on behalf of any of the acquired companies. None of the Acquired Companies has notified any person of an information security breach or incident involving information personnel, nor was any of the Acquired Companies required to do so (whether by law or otherwise).

Section 3.13

.

(a) Except as provided in

of the Disclosure Plan, the acquired companies have complied and are complying in all material respects with all laws applicable to them or their businesses, property or assets. The Acquired Companies (i) have not received written notice from any governmental authority regarding an alleged violation of applicable law by the Acquired Companies, or (ii) have made or been the subject of a government order with respect to the Acquired Companies their respective properties or goods or have received written requests for information, notice, reminders, inquiries, complaints or demands from any governmental authority in connection with the foregoing. To the best of Seller's knowledge and belief, none of the Sellers, employees, consultants or agents of the Acquired Businesses, in their respective capacity, have been charged, notified in writing or notified that he or she is under investigation or have been served by any government with respect to violations of applicable law, except as set forth in

the dissemination agenda. Notwithstanding the foregoing, the representations and warranties contained herein apply

does not apply to matters falling under

(Steer),

(employee benefit plans),

(Labor and employment matters) or

(Environmental issues).

(B)

of the Disclosure Plan provides a true and complete list of all licenses held by any of the Acquired Companies in connection with conducting the business and operations of the Acquired Companies, including the names of the licenses and their respective issuance and expiration dates. All licenses required for the operations of the acquired companies have been obtained by them, except where failure to obtain such licenses has not had, and is not expected to have, a material adverse effect, and all such licenses are valid and in full Scope in force and effect and effect, and the Acquired Companies will comply in all material respects with those approvals. All fees and charges associated with these permits have been paid in full as of the date of this publication. Neither the Acquired Companies nor the Seller have received written notice of any actual or alleged breach of this permit, and no action is pending or known to Seller in writing to be revoked, suspended, refused, rescinded, terminated , withdraw or restrict permission.

Section 3.14

. Except as provided in

of the Disclosure Program: (a) each acquired entity complies and complies in all material respects with all environmental laws (as defined below) applicable to its operation and use of the leased property, (b) there was no release (as defined below). ) or the threatened release of hazardous materials by an acquired business on the leased property that requires reporting, investigation or remediation by the acquired business under an environmental law, (c) except for those matters no longer pending, has no acquired business has received a written request for information, notice, warning letter, regulatory inquiry, or written complaint or claim under any environmental law, or has been the subject of any governmental or civil enforcement action relating to any environmental law, and (d) does not already own any property required by the Acquired Businesses are operated or leased, are listed or, to the best of Seller's knowledge, have been proposed for inclusion on the National Priorities List or CERCLIS or any comparable foreign, state or local list. For these purposes

, (UE) "

“means all Laws relating to the protection of soil, surface water, groundwater, land, flowing sediment, surface or subsurface strata, and ambient air and biota, living or in force at the present time; "

” means any pollutant, toxic substance, hazardous waste, hazardous material, hazardous substance, oil or oil-containing product as defined or enumerated in any Environmental Law; Is "

“any release, discharge, discharge, injection, spill, leak, pump, discharge, emission, escape or discharge of a hazardous material into soil, surface water, groundwater, flowing sludge, surface or subsurface strata and ambient air and biota living in or on such media . The representations and warranties contained herein

constitute Seller's sole representations and warranties with respect to environmental matters.

Section 3.15

.

of the Disclosure Plan contains a list of insurance policies maintained by or for the benefit of the Acquired Entities (the “

"). Each insurance policy is in full force as of that date and all premiums have been paid in full. To date, no cancellation, premium increase, change of cover or cancellation has been received in respect of any insurance policy. The insurance policies do not provide for retrospective premium adjustments or other liability based on the experience of the acquired companies. Except as provided in

of the Disclosure Plan, no claims relating to the Acquired Businesses' business are pending under any insurance policy for which coverage has been questioned, denied, contested or reserved. The Acquired Businesses are not in default or have otherwise failed to comply in any material respect with any provision contained in an insurance policy. The insurance policies are sufficient to comply with all applicable laws and contracts to which the acquired companies are party or by which they are bound.

Section 3.16

. Except for (a) employment contracts entered into with employees in the ordinary course of business, (b) participation by employees in equity incentive plans, or (c) as described in

As of the Disclosure Plan, there is no contract, relationship or other arrangement, arrangement or transaction involving an Acquired Company, on the one hand, and the Seller, any shareholder of the Seller, any affiliate of the Seller (other than the Acquired Companies) or any director or director or members of the immediate family of such persons, or any entity in which such persons directly or indirectly own a substantial voting interest, a customer or supplier, otherwise (any "

“).

Section 3.17

. Except as provided in

As a result of the Disclosure Program, no acquiree has entered into any contract, agreement or arrangement with any person that would result in an acquiree paying finder's, brokerage, investment banking or brokerage fees or other similar payments in connection with the contemplated transactions through this agreement.

Section 3.18

. The log books and records of the acquired companies, all of which are being made available to the buyer, are complete and accurate in all material respects. The minute books of the acquired companies contain substantially accurate and complete records of all meetings and actions conducted with the written approval of the shareholders, board of directors and all board committees of the acquired companies and no written meetings or actions. Consent was obtained from any stockholder, director or committee for which minutes were not prepared and included in such minute books. Upon completion, all of these books and records will be in the Company's possession.

Section 3.19

. Except as provided in

of the Disclosure Plan, the buildings, factories, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the acquired companies are structurally sound, in good working and repaired condition and fit for the use for which they are intended, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles or other items of tangible personal property require maintenance or repair other than ordinary and routine maintenance and repair. Except as provided in

of the Disclosure Plan, the Acquired Entities will have title or rights to the use of any property, plant and equipment used by the Acquired Entities in continuing the Acquired Entities' businesses as they are currently operated. Except as provided in

of the Disclosure Plan, none of Seller's Affiliates own, own or control any right, property or assets necessary to continue the business of the Acquired Companies as it is currently operated.

Section 3.20

. The accounts receivable and accounts receivable arising after their date and up to the closing disclosed in the interim financial statements (a) result from bona fide transactions entered into by the acquired entities in connection with the provision of services in the ordinary course of business, and ( b) represent only valid and undeniable claims of the Acquired Entities and shall not be subject to any claim for damages or any other defense or counterclaim other than ordinary cash discounts accrued in the ordinary course of business. The provision for bad debts recorded in the interim financial statements or, in respect of interim financial statements, in the accounting records of the acquired companies was determined in accordance with GAAP and applied consistently, subject to the normal financial statements. End. Adjustments and omissions of information normally given in footnotes.

Section 3.21

.

Section 3.22

.

Section 3.23

(A)

of the Disclosure Addendum determines (i) each Relevant Customer; and (ii) the amount of consideration paid by each of those relevant customers during the twelve (12) months ended May 31, 2018

of the Disclosure Schedule, as of the date of this Agreement, none of the Acquired Entities has received written notice from a Relevant Customer that such Relevant Client has ceased or intends to cease use of the Company's respective Services, terminated or materially reduced or adversely modified its relationship with an Acquired Entity ( regardless of whether it is payment, price or otherwise).

(B)

the Disclosure Plan determines (i) each material provider; and (ii) the volume of purchases from each material supplier during the twelve (12) months ended May 31, 2018. Except as provided in

Subject to the Disclosure Schedule, as of the date of this Agreement, none of the Acquired Entities has received written notice that any of their respective material suppliers has ceased or intends to supply any goods or services to an Acquired Entity or will otherwise terminate or materially reduce its relationship with an Acquired Entity.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

As an inducement to Buyer to enter into this Agreement and to complete the transactions contemplated herein, Seller represents and warrants to Buyer that the statements contained in this Agreement have been made

, together with the information contained in the Disclosure Plan, are true and correct as of this date:

Section 4.1

. The seller is duly incorporated and organized and is in good standing under the laws of England and Wales. Seller has full corporate power and authority to execute and deliver this Agreement and the other transactional documents in which it is a party and to perform its obligations here and there. The performance and delivery of this Contract and the other transactional documents of which it is a part, the performance by Seller of its obligations here and there, and the completion of the transactions contemplated herein have therefore been duly authorized by Seller. This Agreement has been duly executed and delivered by Seller and, subject to proper authorization, performance and delivery by each of the other parties, constitute valid, binding legal obligations of Seller, enforceable on their terms against Seller to the extent such enforceability by bankruptcy , bankruptcy, reorganization, moratorium or similar laws affecting creditors' rights generally and may be limited by general principles of equity (whether enforcement is sought in judicial proceeding or in equity). If each of the other transactional documents in which Seller is or will be a party has been duly signed and delivered by Seller (assuming proper approval, execution and delivery by each of the other parties), the transactional document establishes the obligation lawfully, validly and binding on the seller, enforceable against the seller according to its terms, unless such enforceability is prevented by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by the principles of equity capital (regardless of whether enforcement is sought in court or in equity).

Section 4.2

. The execution, delivery and performance of this Agreement and the other transactional documents to which Seller is a party and the consummation by Seller of the transactions contemplated herein shall not, and therefore shall not: (a) violate or result in a violation of any breach of constitutes or results in a breach or default (whether upon notice, expiration of time, or both) or loss of benefit under any regulation of the Document Vendor's government; (b) violates, conflicts with, or results in or constitutes a violation of any provision of any law or governmental order or restriction imposed by any competent governmental authority (whether by notice, lapse of time, or both). ; (c) require Seller to give any notice, explanation or record, or the consent or approval of any governmental authority or other third party; (d) result in, conflict with, or constitute or result in any breach or breach thereof (whether by notice, lapse of time, or both), expedite any obligation, or create a right to terminate any material contract, Any agreement, permit, license, authorization or other obligation by which Seller is a party or by which Seller or its assets are bound, unless it is reasonably likely to have a material adverse effect on Seller's ability to carry out the transactions contemplated herein; or (e) result in the creation or imposition of a lien on any interest in the property or assets of the acquiree. Seller is not contemplated to seek any consent, approval, permit, governmental order, declaration, filing or notice to any governmental authority in connection with the execution and delivery of this Agreement and other transactional documents in which Seller is a party and the completion of the Transactions herein.

Section 4.3

. The seller is the sole registered and beneficial owner of the shares. Seller will have good, valid and unencumbered title to the Shares, free of any liens other than those imposed by applicable federal and state securities laws and this Agreement. Except as provided herein, Seller is not a party and has no obligation to any other person creating or restricting the acquisition or disposal of the Shares.

Section 4.4

. Except as revealed in

of the Disclosure Plan, Seller has not entered into any contract, agreement or understanding with any person that would result in Seller being required to make finder, brokerage, investment bank or agent fees or other similar payments in connection with any transaction covered by this Agreement pay.

Section 4.5

. There are no claims pending or, to Seller's knowledge, threatened in writing against Seller by or before any governmental authority that (a) contest the validity or enforceability of this Agreement or any transaction document to which Seller is a party, or (b) seek closure prevent, order or otherwise delay any transaction contemplated by this Agreement or any transactional document to which Seller is a party. To the best of Seller's knowledge and belief, no event or circumstance has occurred which could reasonably give rise to or serve as a basis for such a claim. Seller will not be subject to any action of any governing body that may impair or delay Seller's ability to complete any transaction contemplated by this Agreement or any transaction document to which Seller is a party.

ARTICLE V

BUYER REPRESENTATIONS AND WARRANTIES

As an inducement to Seller to enter into this Agreement and to complete the transactions contemplated herein, Buyer represents and warrants to Seller that the statements contained in this Agreement are satisfied

are true and correct as of the date of this document:

Section 5.1

. Buyer is a duly incorporated and organized company in good standing and in good standing under the laws of its state of incorporation and has all necessary corporate powers and authority to conduct its affairs as now conducted, enter into and perform this Contract and other transactions and documents, at which it is involved and to carry out the transactions contemplated in and by this document. Buyer has full corporate power and authority to execute and deliver this Agreement and the other transactional documents in which it is a party and to perform its obligations here and there. The performance and delivery of this Contract and the other transactional documents in which it is a party, the performance by Buyer of its obligations here and there, and the completion of the transactions contemplated herein have therefore been duly authorized by Buyer. This Agreement has been duly executed and delivered by Buyer and, subject to proper authorization, execution and delivery thereof by each of the other parties, constitutes legal, valid and binding obligations of Buyer, enforceable under its terms against Buyer. , except that such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity (whether enforcement by judicial proceeding or by equity). can be. If all other transaction documents in which Buyer is or will be a party have been duly signed and delivered by Buyer (assuming proper authorization, execution and delivery by each of the other parties), this Transaction Document constitutes the document that is legally, is valid and binding on Buyer, enforceable against Buyer in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and by common principles of equity touch (regardless of whether enforcement is requested). a legal or equitable proceeding).

Section 5.2

. Buyer's performance, delivery and performance of this Agreement and the other transaction documents in which it is a party and the completion of the transactions contemplated herein shall not: (a) violate or result in any breach or constitute a default or result in have or default (whether upon notice, expiry of time, or both) or loss of benefit pursuant to any provision of Buyer's official documents; (b) violate, conflict with, result in, or constitute a violation of any provision of any law or governmental order or restriction of any governmental entity applicable to Buyer (whether by notice, lapse of time, or both); (c) require Buyer to provide any notice, explanation or record, or the consent or approval of any governmental authority or other third party; or (d) breach or give rise to, conflict with, or constitute or result in any breach or default (whether by notice, lapse of time, or both), expedite any obligation under, or give rise to any right to terminate any material contract, agreement , permits, licenses, permits or other obligations to which Buyer is party or by which Buyer or its assets are bound, unless it is reasonably likely to have a material adverse effect on Buyer's ability to do so for Buyer has to fulfill the transactions considered in this document. Buyer will not seek any consent, approval, permit, governmental order, declaration, filing or notice to any governmental authority in connection with the execution and delivery of this Agreement and other transactional documents in which Buyer is a party and the completion of the Transactions. considered here.

Section 5.3

.

(a) The purchaser is acquiring the Shares for investment and not with a view to or sale in connection with their distribution in violation of the U.S. Securities Act 1933, as amended (the “

"), or some other law. The Purchaser understands that the Seller has not registered the Shares under the securities statutes or the laws of any other jurisdiction (including the Blue Sky or securities laws of any state of the United States) that the Shares constitute "restricted securities" under the Securities Act and that the Shares constitute an illiquid investment and the purchaser agrees that it will not sell any of the Shares unless the Shares are registered under applicable securities laws or are exempt from registration under applicable securities laws and such sale otherwise complies with all laws of the respective jurisdictions. The purchaser also understands that given the foregoing restrictions on the disposal of Shares, the Purchaser will indefinitely bear the economic risks of its Shareholding.

Section 5.4

. Buyer has not entered into any contract, agreement or understanding with any person that would require Buyer to pay any intermediary, broker, investment bank or agent's fees or other similar payments in connection with the transactions contemplated by this Agreement.

Section 5.5

. Buyer has sufficient funds to pay the purchase price to Seller under this Agreement.

Section 5.6

. No legal action is pending or known to Buyer to be threatened in writing against Buyer by or before any governmental authority that disputes (a) the validity or enforceability of this Agreement or any transaction document to which Buyer is a party, or (b) this seeks to prevent, order or otherwise delay the completion of any transaction contemplated by this Agreement or any transactional document to which Buyer is a party. To the best of Buyer's knowledge, no event or circumstance has occurred which could reasonably be expected to give rise to or provide the basis for a claim. Buyer will not be subject to any action by any governmental entity that impairs or delays Buyer's ability to carry out any transaction contemplated by this Agreement or any transaction document to which Buyer is a party.

Section 5.7

. The buyer received a file confirming the commencement of liability insurance and a true, accurate and complete copy thereof was provided to the seller. The said binder has not been altered or modified, no alteration or modification of the binder or liability insurance policy will be contemplated, and the binder has not been withdrawn or terminated in any way. Buyer has paid in full any escrow or other fees due in connection with such binding and Buyer is not aware of any condition that cannot be satisfied. Buyer has no reason to believe that the liability insurance policy evidenced by any such binder will not be in full force and effect once the terms of the binder are satisfied.

ARTICLE VI

PACKED

Section 6.1

. Upon execution of this Agreement, Buyer may issue a press release in the form previously agreed between Buyer and Seller and file such press release with a current report on Form 8-K with the SEC. Except as otherwise required by applicable law or stock exchange requirements (based on reasonable advice), neither Buyer nor Seller nor any of their affiliates will make any other public announcement with respect to this Agreement or the Transaction or make any public statement with respect to this Agreement Documents, the processes considered below and thus the pre-closing strategy of Telefónica S.A. and its affiliates (including Seller) in connection with the Transaction or the financing or investment in any of the Acquired Businesses or otherwise via any means of communication without the other party's prior written consent (whose consent shall not apply). unreasonably withheld or delayed), and the parties shall cooperate as to the timing and content of any such announcement, provided that in each case the party necessary to make the posting or announcement shall use all commercially reasonable efforts to enable the other party to do so in a reasonable time, to comment on any such publication or announcement prior to such broadcast. Notwithstanding anything to the contrary in this context

, Seller and its agents may make statements or communications to consultants who have a need to know the information contained in such statements or communications without Buyer's consent and to engage counterparties, customers and suppliers of acquired companies who have a need to know the information. contained in such statements or communications, subject to Buyer's prior written consent, which consent shall not be unreasonably delayed, conditional or withheld.

Section 6.2

. The terms of the confidentiality agreement dated February 1, 2018 between Vonage Holdings Corp. and Telefónica, S.A. (EITHER "

’) shall remain in effect before and after closing in accordance with its terms. For a period of three (3) years from and after Closing, Seller shall, and will cause its affiliates to, and use commercially reasonable efforts to cause their respective agents to keep, confidential, all written or oral information treat. , about the businesses being purchased, unless Seller can demonstrate that such information (a) is generally available and known to the public through no fault of Seller, any of its affiliates, or their respective agents; (b) lawfully acquired by Seller, any of its affiliates or its respective agents from and subsequent to the closure of sources which, to the best of Seller's knowledge, its affiliates or their respective agents are not prohibited from obtaining such information pursuant to a statutory, contractual or fiduciary obligation; or (c) independently developed by Seller, any of its affiliates or their respective agents without reference to such information relating to the purchased businesses. If Seller or any of its affiliates or their respective agents is compelled to disclose any information by legal or regulatory process or other requirement of applicable law or at the request of any governmental authority, Seller will promptly notify Buyer in writing and disclose only that portion of such information that is provided to Seller in writing by its attorney is required by law to disclose provided that Seller uses commercially reasonable efforts to obtain (at Buyer's expense) an appropriate protective order or other reasonable assurance that such information will be kept confidential. The confidentiality restrictions in this

and the Non-Disclosure Agreement shall not prevent Seller or its Affiliates from disclosing information about the Purchased Companies (i) to their respective agents and (ii) as reasonably necessary to enforce Seller's rights and remedies under this Agreement or any Transaction .

Section 6.3

.

Section 6.4

.

Section 6.5

.

(a) Buyer acknowledges that Seller Group has absolute and exclusive ownership of all names, brands, trade names, registered trademarks and service marks containing “Telefónica” in any form (the “

') and any corporate symbol or logo that somehow contains 'Telefónica' (along with the seller group's trademarks containing '

"). At and after the Closing, neither the Buyer nor any acquired entity will use, or cause their respective affiliates to disapprove of, the Seller's group mark or any similar mark that is likely to cause confusion in connection with the sale or distribution of any product or service use.

Section 6.6

. Except as provided in

of the Disclosure Program and except as expressly provided in this Agreement and the Transition Services Agreement: (a) any services that Seller or its Affiliates (other than the Acquired Companies) perform to the Acquired Companies, (b) any services performed to Seller, or its affiliates (other than the Acquired Companies) by any of the Acquired Companies and (c) all agreements between Seller or its affiliates (other than the Acquired Companies), on the one hand, and any of the Acquired Companies, on the other hand, will in each case be made immediately prior to the Closing terminated without payment or the incurrence of any additional liability or obligation (contingent or otherwise) under the terms hereof effective at Closing. If, after that date, Seller determines that it owns or has any interest in any property principally used by, or related to the business of, the Acquired Companies, Seller will promptly notify Buyer and, at Buyer's request, the property and transfer the contracts . applicable to the acquired company without further consideration.

Section 6.7

.

(a) For a period of eighteen (18) months from the Closing Date (the “

’) Seller shall not and will not permit any of its Affiliates to: (i) engage in Restricted Businesses in the Restricted Area; or (ii) has an interest consisting of possession or control of a majority of two outstanding direct voting rights by any person, including as a controlling partner, shareholder, creditor or investor, in any person whose business is derived from the Grupo Restricto consists Négócios na restricted area. For the avoidance of doubt, Restricted Transactions do not include: (i) the provision of services of any kind by Seller or any of its affiliates; provided that such services do not constitute the Restricted Business, to third parties competing in the Restricted Business; (ii) the provision of telecommunications services by Seller or any of its affiliates such as B. Unified communications, contact centers or conferencing, including services that integrate third-party solutions that may operate in restricted business; or (iii) the provision of wholesale telecommunications services by Seller or any of its affiliates such as B. Unified communications, contact centers or conferencing with other telecommunications providers.

(b) During the Restriction Period, Seller shall not, directly or indirectly, hire or recruit any employee of the Acquired Businesses or encourage any employee thereof, such as leaving or terminating such employment, either directly or indirectly on behalf of Seller or any member of Seller's Group, except in response to general demand that is not specifically addressed to that employee;offered,that none of that

prevent Seller or its Affiliates from hiring any employee (i) who communicates with Seller or its Affiliates on their own initiative, as reasonably evidenced by written records; or (ii) (a) whose employment was terminated by the Acquired Entities or the Purchaser at the time Seller or its Affiliate began discussions with such person, or (b) after ninety (90) days from the date of the Termination of the employment contract by the respective employee.

(d) Seller acknowledges that there has been a breach or threatened breach hereof

would result in irreparable harm to Buyer for which monetary damages would not be an adequate remedy, and agrees that in the event of any breach or threatened breach of such obligations by Seller, Buyer shall be entitled in addition to any other rights and remedies that may exist available in connection with such breach, you are entitled to reasonable relief, including an injunction, restraining order, specific enforcement, and any other remedy that may be available in a court of competent jurisdiction (without the need to post bail) . .

(e) Seller acknowledges that the limitations contained herein

are reasonable and necessary to protect Buyer's legitimate interests and constitute a significant incentive for Buyer to enter into this Agreement and conduct the transactions contemplated by this Agreement. In the event of an agreement contained therein

shall never be deemed to be limitations of time, geography, product or service or other limitations permitted by applicable law in any jurisdiction, then any court shall have express authority to vary such agreement and this Agreement shall be deemed to be modified in that jurisdiction maximum time, geographic, Product or service or other restrictions permitted by applicable law. The agreements contained therein

and each provision of this document is a separate and independent agreement and provision. The invalidity or unenforceability of any agreement or provision as written shall not render any other agreement or provision hereof invalid or unenforceable, and any invalidity or unenforceability in any jurisdiction shall not render such agreement or provision invalid or unenforceable in any other jurisdiction.

Section 6.8

. In the event that Seller or any of its affiliates recovers all or a portion of any amounts owed to an acquired business after the Closing, such monies will be immediately paid to the Company by electronic transfer of immediately available funds.

Section 6.9

. As soon as reasonably practicable after Closing, (a) Buyer will provide any Acquired Company employee who remains an Acquired Company employee or Buyer post Closing with an opportunity to redeem their account balance or funds within the scope of the Defined Contributions Plan to Renew Seller that includes a qualifying cash payment or deferred settlement as defined in Section 401(k) of the Code (the “

’), and the buyer will purchase the defined contribution plan maintained by the buyer that includes a cash payment or a qualifying deferred arrangement within the meaning of Section 401(k) of the Code (the ‘

’) to accept any such extension (including earnings up to the date of transfer and promissory notes showing all outstanding credit), in each case in accordance with applicable law and the terms of Buyer’s and Buyer’s 401(k) plan Seller's 401(k) plan, if any. Renewal is elected by such employee in accordance with applicable law and the terms of such plans. Seller will use commercially reasonable efforts to cooperate in the completion of such transfers, including sharing necessary subscriber recordings and involving recording stewards, administrators and other third parties. As of the Closing Date, the Acquired Businesses will no longer be Participating Employers in Seller's 401(k) Plan.

Section 6.10

.

(a) On or before the Closing Date, Seller will obtain written consent (the “

’) by SIC-501 Second Street, LLC for the continuation of this particular office lease – 501 Second Street San Francisco, CA by and between SIC-501 Second Street, LLC, TokBox, Inc. and Telefónica Europe, PLC as guarantor, dated April 24, 2018. October 2013, amended September 1, 2015 and April 12, 2018 according to its terms.

Section 6.11

. From that date until completion, unless otherwise provided for in this Agreement or otherwise authorized in writing by Buyer (whose consent may not be unreasonably withheld or delayed), Seller and the Acquired Companies will arrange for: (a) the businesses of the Acquired Companies in the ordinary course of business; and (b) use commercially reasonable efforts to maintain intact and maintain the existing organization, business and franchises of the acquired companies and the rights, franchises, goodwill and relationships of their employees, customers, contractors, suppliers and others, maintain business relationships with the acquired companies. From that date through the Closing Date, except with Buyer's written consent (whose consent may not be unreasonably withheld or delayed), Seller will cause or permit the Acquired Entities to take any action necessary to any change, event or condition described in

happen.

Section 6.12

. If you are notified of an action relating to the Purchased Business' sales and use taxes for which the Seller may be liable under this Agreement (a “

’) is received by Buyer, any of the Acquired companies or any of their affiliates, Buyer will notify Seller in writing of any such tax dispute, provided that breach of this provision will not affect Buyer’s right to compensation under this. as far as the seller is thereby actually and materially damaged. The buyer has the right to represent the interests of the acquired companies in any tax dispute; provided, however, that (i) Buyer will keep Seller reasonably informed of the progress of any such tax contest, including providing it with all material written materials received from the relevant taxing authority and all material written materials submitted by Buyer to such taxing authority, and (ii) Buyer must consult Seller in good faith before resolving, conciliating and/or deciding any part of any such Tax Dispute and (iii) with respect to any Tax Dispute (or any part thereof ). whose approval may not be withheld, settled or delayed. The Buyer and the Acquired Businesses may not enter into discussions or enter into a voluntary disclosure agreement regarding sales and use taxes for tax periods prior to closing without the prior consent of the Seller. Buyer shall have no obligation to notify, solicit, or obtain Seller's consent, except where Buyer is claiming damages for amounts paid by Buyer under a competition tax or voluntary disclosure agreement.

Section 6.13

. Seller shall be entitled to any refund or credit in lieu of refunds for income tax paid by TokBox Australia Pty Limited for any tax period (or any part thereof) ending on or before the Closing Date together with in each case any interest paid from the competent authority financial authority in this context. Any refunds to which Seller is entitled and received by Buyer, the Acquired Businesses or their Affiliates after the Closing Date will be paid by Buyer to Seller within five (5) business days of receipt (less any pocket-sized costs). or costs incurred by the buyer or the purchased businesses in connection with such a refund or credit in lieu of a refund). Buyer will cooperate with Seller as reasonably (at Seller's sole expense and expense) to obtain such refunds, including by filing amended tax returns or refund requests; provided, however, Buyer shall have no obligation to contest a determination by any taxing authority that Buyer or the Acquired Businesses are not entitled to such refund or credit in lieu of refund in any administrative or judicial proceeding.

ARTICLE VII

DAMAGE PAYMENT; SOLUTIONS

Section 7.1

. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein will survive after closing and will remain in full force and effect until March 31, 2019;offered,However, that the company's key statements, the buyer's key statements and the in

(Taxes) shall apply for the entire duration of any applicable statute of limitations (causing a waiver, reduction or extension thereof) plus sixty (60) days; Is,offered,Advance paymentthat with respect to any claim arising out of willful fraud, tort or willful breach of agreement, all representations, warranties, covenants and understandings of the parties contained herein shall survive the entire term of any applicable statute of limitations (when any waiver, reduction or extension thereof) plus 60 (sixty) days. All representations and agreements of the parties contained herein shall remain in effect indefinitely or for the shorter period specified herein. Notwithstanding the foregoing, any claim submitted prior to the expiration date of the applicable Survival Period shall not be retrospectively barred by the expiration of the applicable representation or warranty, and such claims shall stand until finally resolved;offered,Howeverthat any claim relating to breach of the representations and warranties set forth in

(Taxes) must be declared no later than the sixtieth (60) day after the expiration of the applicable statute of limitations. It is the express intention of the parties that if any of the above surviving periods is shorter or longer than the statute of limitations that would otherwise apply to that matter, then pursuant to this Agreement, the statute of limitations that applies with respect to that matter shall be ineffective within such period .

Section 7.2

.

(a) Subject to the limitations set forth herein, including

,

, mi

, Seller will hold Buyer, its affiliates (including companies acquired after the Closing) and their respective agents (collectively, “

’) and pay such Buyer’s Indemnified Persons the amount of any loss, liability, claim, damage, judgment, interest, premium, penalty, fine, cost or expense of any kind (including attorneys’ fees, indemnification costs hereunder and the cost of prosecuting an insurer) , whether or not a third-party claim (collectively, “

’) arising directly or indirectly from or in connection with:

(b) Subject to the limitations set forth herein, including

,

, mi

, Buyer holds Seller, its affiliates and their respective agents (collectively, “

”), for and pay to Seller's Released Persons the amount of damages arising directly or indirectly out of or in connection with:

Section 7.3

.

(a) Except for claims arising out of willful fraud, tort or willful breach of contract, damages for which Seller is liable

shall be satisfied solely by Buyer's recovery under liability insurance and Buyer shall have no recourse against Seller in respect of such damages, whether all such damages are covered by liability insurance or whether liability insurance has expired, been terminated or has expiredofferedthat (i) Seller shall be directly liable to Buyer's indemnified persons for such damages pursuant to

in excess of the deductible up to a maximum of $250,000 (the “

’), and (ii) Seller shall not be liable for any damages pursuant to

unless and until the aggregate value of such damages exceeds $250,000 (the "

“); mimore providedthat Seller shall be directly liable to Buyer's indemnified persons in the event of any inaccuracy or breach of any fundamental corporate statement to the extent that such damages are not covered by the liability insurance policy for any reason other than due to a lack of good faith efforts by Buyer's indemnified persons, to claim damages and comply with its terms (including any excess, excess or denied coverage contained therein) up to an amount equal to the actual purchase price received by Seller under this Agreement.

(b) Notwithstanding anything to the contrary herein, except for damages resulting from willful fraud, criminal activity or willful breach of contract, (i) Seller's entire liability for all damages under

does not exceed the total purchase price actually received by Seller under this Agreement, and (ii) Buyer's total liability for all damages under

shall not exceed the total purchase price actually paid by Buyer under this Agreement.

(d) A indemnified person who is entitled to indemnification from an indemnifying person under this

In respect of any related claim or set of claims, you shall only be entitled to damages for such related claim or set of claims once, notwithstanding that such related claim or set of claims may constitute a breach of two or more representations and/or warranties in this agreement established.

Section 7.4

.

(a) In the event that an Indemnified Person makes a claim subject to the Indemnification hereunder, the Indemnified Person shall notify the Indemnified Person in writing of such event reasonably promptly and shall state in reasonable detail the factual basis for such claim (to the extent that is known). the Released Person), the specific section of this Agreement upon which the claim is based, an estimate, if possible, of the amount of damage suffered by the Released Person, and whether the claim is based on a claim by a third party (the "

'), and otherwise provide the indemnifier with all relevant information relevant to the claim and in the possession of the indemnifier. The failure of a indemnified person to report or provide the indemnifier in a timely manner with relevant facts and documents relating to any Third Party Claim (a “

’) shall not constitute a defense (in whole or in part) against any such party’s claim for damages, except and only to the extent that such breach results in material harm to the indemnifying person. If such event involves a third-party claim (other than an audit, litigation, or other proceeding relating to taxes or tax returns of the Acquired Businesses), the indemnifier may, at its expense (without prejudice to the indemnified individual's right to be wholly at its own expense, be elected by a to engage counsel of its choice) to assume control of the defense, settlement, settlement or settlement of any third-party claim, if the indemnifier gives prior written notice to the indemnifier of its intention 30 (thirty) days after receipt of the indemnification notice;

,

that the indemnified person will not settle or enter into any third party claim without the prior written consent of all indemnified persons (whose consent may not be unreasonably withheld, conditioned or delayed) whose consent is not required if the agreement or undertaking provides for any of the following : a The indemnification or settlement of such indemnified person shall not impose any obligations on the indemnified party other than the financial obligations for which such indemnified person is fully indemnified by the indemnifying person under the terms and limitations set forth in this Agreement. If the indemnifier does not respond to the indemnification notice within this 30 (thirty) day period, it will be deemed to have rejected the relevant third party claim. If the indemnified person does not elect to undertake the defense, settlement, adjustment, or settlement of any third-party claims for which an indemnified person would be entitled to an indemnification hereunder, the indemnified person shall have the right to continue the defense, settlement, adjustment or settlement of third party claims and the indemnified person's expenses may be deemed damages for which the indemnified person is entitled to seek compensation

. Without the prior written consent of the indemnified person (whose consent may not be unreasonably withheld), such claim will not be settled, adjusted or compromised, nor will the defense thereto be terminated by the indemnified person.

(b) The parties agree to cooperate fully in connection with the defense, settlement or settlement of any third party claim. Regardless of

Conversely, neither Seller nor any indemnified person shall unreasonably withhold or delay, settle or commit any third party claim or allow any default or consent to enter into any judgment without Seller's written consent and, in the case of Seller, Buyer, unless the plaintiff and that person grants that other party an unconditional release from any and all liability in connection with the claim of the third party.

Section 7.5

. A claim for indemnification for any matter not involving a third party claim will be made pursuant to an indemnification notice from Buyer to Seller if a Buyer's Releaseee is the Releaseee or from Seller to Buyer if the Seller's Releaseee is the compensated person. The party receiving such indemnification notice may object to such claim by filing a written notice of such objection setting out the basis for the objection in reasonable detail. If the party receiving the indemnification notice does not respond, the relevant claim will be deemed dismissed. Thereafter, the parties must work in good faith to resolve such dispute and may seek any remedy available to that party in connection with such claim, subject to the limitations set forth herein

.

Section 7.6

. Any payment made pursuant to the indemnification obligations under this Agreement will be treated as an adjustment to the purchase price for all tax purposes, unless applicable law requires otherwise. Any indemnification payment in respect of an indemnity claim will be made less an amount equal to any liability insurance or other income (other than income under the indemnity insurance policy) made by an indemnified person (or the Company if the Buyer made the claim on behalf of the Company) in relation to such a claim.

Section 7.7

. Upon a final determination of indemnification by the Released Person, if such final determination is a result of (i) mutual agreement between the Releaser and the Released Person, (ii) an agreement entered into with the consent (if required) of the Released Person, or (iii ) a final judgment of a court of competent jurisdiction from which no further appeal is available, or the time limit for notice of such appeal has expired and no notice has been filed (all “

”), then the amount of damages declared in the Final Determination must be paid by the Releaseee within 10 (ten) business days of the date of the Final Determination, payment of which for damages will be made in cash or by check or email transfer. Bank with immediately available funds.

Section 7.8

. Buyer and Seller acknowledge and agree that their sole and exclusive remedy after closing shall be monetary compensation for breach of any representation or warranty, representation or agreement with respect to any claim (other than claims arising out of fraud, intentional or intentional violations of any agreement) relating to the subject matter of this agreement shall comply with the provisions set forth in this agreement

;

,

, nothing there

interferes with an Indemnified Person's right to enforce his Indemnification rights hereunder;

,

that nothing in this

, or any other provision of this Agreement, limits the right of any person to seek and obtain adequate legal protection to which a person is entitled or legal protection arising out of willful fraud, criminal activity, or willful breach of any agreement by any of the The parts.

Section 7.9

. Notwithstanding anything to the contrary, except for claims arising out of (i) willful fraud, criminal activity, or willful breach of contract and (ii) inaccuracies or breaches of important Company statements, all claims by persons held against Buyer under insurance indemnification are exempt Policy The policy is declared and taken out in accordance with the procedures set out in the Liability Insurance Policy. Any objection by the Supplier under the liability insurance to a claim for compensation made by an indemnified person of the Buyer under the liability insurance, as well as the resolution of any disputes related thereto, will also be carried out in accordance with the procedures set out in the liability insurance. Each Buyer Indemnified Person shall furnish to Seller, concurrent with delivery of the parts required under the Liability Insurance Policy, copies of any claims such indemnified person has made from Buyer under the Liability Insurance Policy.

Section 7.10

. The representations, warranties and agreements of the indemnifying party and the indemnified party's right to remedies related thereto shall not be prejudiced or deemed waived as a result of any investigation made by or on behalf of the indemnified party (including any of its representatives) or the fact that the Released Party or any of its representatives knew or should have known that any such representation or warranty is, was, or could be inaccurate.

ARTICLE VIII

GENERAL PROVISION

Section 8.1

. All notices, requests, demands, demands and other communications under this Agreement must be in writing and will be deemed given if delivered in person (with written confirmation), by courier (proof of delivery) or by email. (with delivery confirmation) to the parties at the following addresses (or any other address to a party as specified in a similar notice):

Section 8.2

. Certain information contained in the Schedules to this Agreement (the "

") is not intended to create any additional representations or warranties by Seller and should not be construed as such except to the extent expressly provided for in this Agreement and should not be construed as expanding the scope or effect of any such representations . or guarantees. Certain information set forth in the Disclosure Schedule is for informational purposes only and may not be required to be disclosed under this Agreement. The inclusion of an item in any Section of the Disclosure Addendum as an exception to a representation or warranty shall not be construed as an acknowledgment that such information is disclosed in connection with any representation or warranty made by Seller, nor does such information constitute an admission by anyone that such subject matter Represents an item, event, circumstance or event that is material to the seller or an acquiree or constitutes a material adverse effect. No modification, limitation, or waiver of any representation or warranty disclosed in any Schedule shall constitute a modification, limitation, or waiver of any other representation or warranty in this Agreement, except, and only to the extent permitted in view of the foregoing reasonably obvious is any modification, limitation or exception, which is also a modification, limitation or exception to such other representations or warranties. Disclosure of any allegation regarding an alleged breach, breach, or breach of any contractual or other obligation or law is not an admission that such breach, breach, or breach has occurred. Headings and subheadings are included in certain sections of the Disclosure Plan for convenience only and should not be construed as part of or affect the organization or interpretation of such sections of the Disclosure Plan. The information provided in the Disclosure Plan is provided solely for the purpose of disclosure to Buyer under this Agreement. By disclosing this information, neither the Acquired Companies nor the Seller expressly waive and reserve any rights under attorney-client privilege related to this information or any protections afforded under the Work Product Doctrine with respect to the matters disclosed or discussed therein.

Section 8.3

. Except as expressly stated in

, this Agreement shall bind and be for the sole benefit of the parties and their respective successors and permitted assigns, and nothing herein, whether express or implied, is intended to confer on any other person any legal or equitable right, benefit or remedy. of any kind under or arising out of this Agreement.

Section 8.4

.

(a) Each party acknowledges and agrees that Goodwin Procter LLP (“

’) acted as legal counsel to the Acquired Companies and the Seller (together with the Seller’s Affiliates (other than the Acquired Companies), together the “

’) in connection with the negotiation of this Agreement and the transaction documents and the consummation of the transactions contemplated herein.

(d) Buyer further agrees, on its own behalf and, if entered into, on behalf of the Acquired Entities, that all communications in any form or format between Goodwin, an Acquired Entity and/or a Selling Party or any of their respective agents related in any way to the negotiation, documentation and completion of any transaction contemplated by this Agreement or any dispute arising out of this Agreement (collectively, the "

’) shall be deemed to be retained and owned jointly by the Selling Parties, will be controlled by the Seller on behalf of the Selling Parties and will not be passed on to or claimed by the Buyer or any acquired entity. All commercial communications privileged between attorney and client (the "

’) remain privileged after closing, and the customer’s privilege and expectation of reliance thereon belong solely to the selling parties, are controlled by the seller on behalf of the selling parties, and do not pass or become to the buyer or any acquired entity claimed by this . .

(e) Notwithstanding the foregoing, in the event of a dispute between Buyer or an Acquired Business, on the one hand, and a third party that is not a party to Seller, on the other hand, Buyer or Acquired Company may exercise customer privilege to demand disclosure of Inside Business Communications to such third party to prevent;

,

that neither the buyer nor the acquired company can waive this privilege without the prior written consent of the seller. If Buyer or an Acquired Business is required by law, by governmental order or otherwise, to access or obtain a copy of all or any portion of the Commercial Communications, Buyer must do so promptly (and in any case within five (5) business days ) notify Seller in writing (including by express reference to this Section) to enable Seller to seek a protection order, and Buyer agrees to use commercially reasonable efforts to assist Seller.

(g) Buyer agrees that it will not and no Acquired Business will (i) access or use any Commercial Communications, including by verifying electronic data, communications or other information, or attempting to solicit any Selling Party opting out of an attorney-client or other privilege, or otherwise asserting that the buyer or an acquired entity is entitled to waive the attorney-client or other privilege, or (ii) attempting to obtain Goodwin Business Communications . In addition to the foregoing, it shall not be a breach of any provision of this Agreement if an Acquired Company and/or a Selling Party or any of their respective agents takes any action prior to Closing to secure or remove access to the premises of such Acquired Company (or off-site backup or other facilities) of any Commercial Communication, including, but not limited to, separating, encrypting, copying, deleting, deleting, exporting, or taking possession of any Commercial Communication (any act, a "

"). In the event that despite a good faith attempt by any Seller Party or any of their respective representatives to obtain permitted removal of any Commercial Communication, copy, notice, image or other form or version, or electronic trace of any portion of such Commercial Communication remains accessible or discoverable or retrievable by Buyer (each a "

’), Buyer agrees that it will not and that any acquired entity and its agents will not intentionally use any means or attempt to access, retrieve, restore, recreate, dearchive or recreate any remaining communications for any purpose access or view remaining communications.

Section 8.5

. Except as expressly permitted by the terms of this Agreement, neither this Agreement nor any of the rights, interests or obligations set forth herein may be assigned by either party without the prior written consent of the other party.

Section 8.6

. If any provision of this Agreement or its application to any person or circumstance is held invalid or unenforceable, the remainder of this Agreement and the application of that provision to any other person or circumstance shall not be affected, and for this purpose it is agreed that the provisions of this Agreement are severable. Except as provided in

, upon determination that any provision or other provision (or part thereof) is invalid, illegal or unenforceable, the parties will negotiate in good faith to modify this Agreement to reflect the parties' original intent by mutual consent as far as possible to realize agreement. agreement in an acceptable manner so that the transactions contemplated herein will be carried out to the greatest possible extent as originally contemplated.

Section 8.7

. Except as expressly provided herein, all costs and expenses, including the fees and expenses of attorneys, financial advisors and auditors, arising in connection with this Agreement and the Transaction Documents and the transactions contemplated herein shall be paid by the party creating such costs and expenses. .

Section 8.8

. Any dispute, claim or controversy relating to, arising out of or relating to this Agreement or the negotiation, validity or performance of this Agreement or the transactions contemplated herein shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law rules. Company, Buyer and Seller irrevocably and unconditionally agree to submit to the sole and exclusive jurisdiction of the courts of Delaware (or, if such court declines jurisdiction over a specific matter or matters, a federal district court in the state of Delaware ) ( The "

’) for any dispute, controversy or dispute arising out of or relating to this Agreement, the negotiation, validity or performance of this Agreement, or the transactions contemplated herein (and you agree not to bring any dispute related thereto except before such courts), you hereby waive any objection to the venue of any dispute in the selected courts and agree that you will not plead in any selected court or allege that any such dispute raised there has been tried in an inconvenient venue. Each party agrees (a) to the extent that such party is not subject to service of process in the State of Delaware, to appoint and retain an agent in the State of Delaware as that party's representative for service of process, and (b) such processing service may in this Some may also be sent by registered mail, prepaid, with a validated receipt from the United States Postal Service as proof of valid delivery. Notices provided under (a) or (b) above will have the same legal force and effect as if delivered personally to that party in the State of Delaware.

Section 8.9

. EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY DISPUTES THAT MAY RESULT FROM THIS AGREEMENT OR THE TRANSACTION DOCUMENTS MAY INVOLVE COMPLICATED AND DIFFICULT PROBLEMS, AND THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY TORT OF TORT WITH THIS AGREEMENT DISPUTES ARISING, DIRECTLY OR INDIRECTLY, OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTAINED HEREIN, AND THE FORMATION, BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT OR THE TRANSACTION DOCUMENTS. Each party certifies and acknowledges that (a) no agent or other party has expressly or otherwise represented that such other party would not attempt to enforce the foregoing waiver in the event of a dispute, (b) each party understands and considers the implications of this waiver , (c) each party is voluntarily making this waiver, and (d) each party has been induced to enter into this Agreement by, among other things, each other's waivers and certifications

. Either party may submit an original or copy of this Agreement to any court as written evidence of the parties' consent to waive their right to a trial by jury.

Section 8.10

. This Agreement may be modified by the parties only in a written instrument signed by Buyer and Seller.

Section 8.11

. Buyer or Seller may, at any time after the Closing Date, waive, to the maximum extent permitted by law, the performance of any of the agreements contained herein by the other relevant party. Any agreement by either party regarding a waiver will be valid only if set forth in a written document signed on behalf of the party against whom such waiver is being enforced. The waiver by any party of any term or condition of this Agreement shall not be construed as a waiver of any subsequent breach or waiver of the same term or condition by that party, or as a waiver by that party of any other term or condition of this Agreement. Party. No breach of or delay in exercising any right, remedy, power or privilege under this Agreement shall operate or be construed as a waiver thereof; nor does the sole or partial exercise of any right, remedy, power or privilege contained herein preclude any further or subsequent exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 8.12

. Notwithstanding the negotiations between the parties or the exchange of drafts of this Agreement, this Agreement shall not constitute or be deemed to constitute, or be deemed to constitute, any contract, agreement, understanding or understanding between the parties, unless and until this Agreement is executed and delivered became parties .

Section 8.13

. The parties here are experienced and have been represented throughout the transactions contemplated herein by attorneys who have carefully negotiated the terms of this document. Accordingly, the parties do not claim that the presumptions of any law or regulation regarding the interpretation of contracts against the drafter of a particular clause shall apply to this Agreement or any agreement or instrument made in connection therewith, and therefore waive the effects thereof

Section 8.14

. Each party acknowledges that each party's rights to conduct the transactions contemplated herein are unique and acknowledges and agrees that in the event of a breach of this Agreement by either party, pecuniary damages may be reasonable and the non-breaching party may not be reasonable is remedy. Accordingly, the parties agree that such non-infringing party shall be entitled, in addition to any other rights and remedies available to it at law or in equity, to enforce its rights and obligations of the other party other than through action, judicial proceeding, suit or proceedings damages, but also for any suit, suit, claim, or proceeding for a specific enforcement, injunction, and/or other equitable relief (without posting bond or other guarantee). Each party agrees not to object to the availability of a specific performance-based remedy to prevent or limit breaches of this contract by Seller, on the one hand, and to prevent or limit breaches of this contract by Buyer, on the other hand, the terms and provisions of this Agreement expressly enforce to prevent breach or threat of breach or to enforce the terms and obligations of the parties under this Agreement. Each party irrevocably consents to any action or proceeding in this regard

, yourself and in relation to your property shall generally and unconditionally fall within the personal jurisdiction of the chosen courts and you agree that you shall have no cause of action in relation thereto

before a court other than the chosen court. To this end

, each party agrees to process the service in accordance with the terms of

this agreement

Section 8.15

. This Agreement and the Transaction Documents, together with Exhibits and Schedules hereto and thereto, and all documents signed by the parties at the same time or pursuant to it, constitute the parties' sole and complete agreement with respect to the subject matter hereof and shall supersede all prior and concurrent agreements. written and oral agreements and understandings between the parties relating to and arising out of the subject matter of this Agreement, other than the Confidentiality Agreement, which will survive the execution of this Agreement and any termination of this Agreement. In the event of any inconsistency between the statements in the text of this Agreement and those in the Transaction Documents, Schedules and Disclosure Schedules (save for an exception expressly set forth as such in the Disclosure Schedule), the statements in the text of this Agreement shall prevail.

Section 8.16

.

(A)

. Seller on behalf of itself and each of its predecessors, affiliates, successors and assigns and, to the extent permitted by law, its respective past, present or future representatives (the “

’) irrevocably, unconditionally and forever to the acquired companies and their respective agents (the ‘

) all suits, causes of action, disputes, lawsuits, rights, debts, debts, sums of money, effects, settlements, obligations, costs, expenses, encumbrances, titles, accounts, particulars, agreements, contracts agreements, promises, losses, liabilities, damages, judgements , claims and demands of every kind and kind, whether known or unknown, foreseen or unforeseen, due or not, suspected or not suspected, at law or in equity (collectively "

) relating to or arising out of the rights or status of the Seller as a direct or indirect shareholder of the Acquired Businesses, except for any claims arising under (a) this Agreement or any Transaction Document to which the Transferee is a party or is a beneficiary; or (b) if such transferor was an employee of one of the Acquired Companies prior to Closing, in connection with compensation and benefits under a benefit plan of one of the Acquired Companies that are due but not paid prior to the Closing Date, or ( c ) Claims for insurance coverage that such person may have as a current or former "insured" (whether specifically named or not) under a public liability insurance policy of any of the Acquired Businesses valid for any period up to and including the Closing Date. The indemnifying party understands that this is a full and final release from any claim that might have been brought against the indemnified parties in any legal or equitable proceeding, except as expressly provided herein

.

(B)

. The releasing party understands that there is a risk that after the execution and delivery of this release (i) such releasing party may suffer harm in any way caused by or related to the matters disclosed herein

, but which were unknown or unforeseen at the time of entering into this Agreement, (ii) such disclosing party may discover facts or circumstances that are different from, or additional to, the facts or circumstances of which the disclosing party is now aware knows or believes they exist at related to the subject of this

, and which, if known at the time of signing this Agreement, could have materially influenced the releasing party's decision to grant release under this Agreement

and (iii) the currently known damages may be or become greater than what the ceding party now expects or foresees. The Assigning Party waives any claim that may arise from such other or additional facts or circumstances.

Section 8.17

. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

Section 8.18

. This Agreement may be executed in one or more copies, all of which shall be deemed to be one and the same contract and shall come into effect when one or more such copies have been signed by each party and served on the other party. E-mail or other electronic transmissions of the other party's signatures on this Agreement are acceptable and binding.

22

Section 8.19

. Buyer acknowledges that (a) none of the Sellers, the Purchased Businesses or any other person makes any representation or warranty, express or implied, with respect to the Purchased Businesses as to the accuracy or completeness of any information relating to the Purchased Businesses provided or made available to Buyer or its agents, or other matters related to the transactions contemplated herein, except as expressly provided in this Agreement, (b) Buyer does not rely on any representations or warranties of Seller, the Purchased Entities or any other person (c) none of the Sellers, Purchased Entities or any other person shall have or be subject to any liability to Buyer or any other person arising out of distribution to Buyer or use by Buyer of any information, document or material which provided to Buyer or its agents or transmitted in any management presentation or otherwise in anticipation of the transactions contemplated herein, and (d) none of the Sellers, Acquired Entities or any other person to Buyer or any other person with respect to any forecast, projections , estimates, plans or budgets of future income, expenses or expenses, future results of operations, cash flows, future cash flows or future financial condition of the acquired companies or future businesses, operations or businesses of the acquired companies;

,

, which is subject to the terms of the

clauses (a) and (b) above shall not apply to claims of willful fraud, criminal activity or willful breach of contract.

23

Von:

Von:

Von: