Dated 12//2021 Stock Purchase Agreement among

Exhibit 4.5

 

CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN

EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT KEEPS PRIVATE OR CONFIDENTIAL.

 

Execution Version

Dated 12//2021

Stock Purchase Agreement

 

among

GDC America, Inc.			▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Purchaser			Seller 1
▇▇▇▇▇▇▇▇.▇▇▇ Group Limited Parent (solely for purposes of Section 2.02 to the extent related to issuance of Parent Shares, Section 3.06, Section 4.03, Section 4.04, Section 4.05, Section 4.09, Section 5.10, Section 5.11, Article VI, and Article VIII)			▇▇▇▇▇▇▇ Ilk Seller 2   ▇▇▇▇▇▇▇ Erickson Seller 3   ▇▇▇▇▇▇▇ Schuler Seller 4
			▇▇▇▇▇▇▇▇▇▇▇ Liss Seller 5
	Trustee Services Group, PLLC, as Trustee of The Ilk 2021 Charitable Remainder Unitrust dated November 22, 2021 Seller 2A
	Trustee Services Group, PLLC, as Trustee of The ▇▇▇▇▇▇▇▇ 2021 Charitable Remainder Unitrust dated November 22, 2021 Seller 3A
	Trustee Services Group, PLLC, as Trustee of The ▇▇▇▇▇▇▇ 2021 Charitable Remainder Unitrust dated November 22, 2021 Seller 4A

 

 

 

 

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Table of Contents

Page

Article I Definitions		1
Section 1.01	Definitions	1
Section 1.02	Additional Defined Terms	8
Section 1.03	Construction	9
Section 1.04	Annexes, Exhibits and the Seller Disclosure Letter	9
Section 1.05	Knowledge	9
Article II Sale of Shares		10
Section 2.01	Sale of Shares	10
Section 2.02	Purchase Price; Delivery of Funds; Payment of Indebtedness and Company Transaction Expenses	10
Section 2.03	Determination of Purchase Price Adjustment	12
Section 2.04	Closing; Closing Deliverables	14
Section 2.05	Tax Treatment of Payments	16
Section 2.06	Relationships among Sellers and the Sellers’ Representative	16
Section 2.07	Withholding Rights	17
Article III Representations and Warranties of Sellers		17
Section 3.01	Due Organization, Good Standing and Corporate Power of Seller	17
Section 3.02	Authorization; Noncontravention	17
Section 3.03	Ownership of Shares	18
Section 3.04	Company and its Subsidiaries	19
Section 3.05	Capitalization	19
Section 3.06	Private Placement Matters	19
Section 3.07	Consents and Approvals	21
Section 3.08	Financial Statements; Undisclosed Liabilities	21
Section 3.09	Absence of Certain Changes	22
Section 3.10	Compliance with Laws	22
Section 3.11	Permits	22
Section 3.12	Litigation	23
Section 3.13	Employee Benefit Plans	23
Section 3.14	Labor Matters	25
Section 3.15	Tax Matters	27
Section 3.16	Cybersecurity and Intellectual Property	29
Section 3.17	Broker’s or Finder’s Fees	32
Section 3.18	Material Contracts	33
Section 3.19	Environmental Matters	35
Section 3.20	Real Property	36
Section 3.21	Interests in Clients, Suppliers, Etc.; Affiliate Transactions	36
Section 3.22	Suppliers and Customers	37
Section 3.23	Title to Personal Properties	37
Section 3.24	No Additional Representations; No Reliance.	37
Section 3.25	Exclusivity of Representations	38
Article IV Representations and Warranties of Purchaser		38
Section 4.01	Due Organization, Good Standing and Corporate Power of Purchaser and of Parent	38
Section 4.02	Authorization; Noncontravention	38

 

 

	(i)

 

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Page

Section 4.03	Parent Shares	39
Section 4.04	No Shareholder Approval	39
Section 4.05	Parent SEC Reports	39
Section 4.06	Consents and Approvals	40
Section 4.07	Financial Ability	40
Section 4.08	Exclusivity of Representations	40
Section 4.09	Broker’s or Finder’s Fees	40
Article V Covenants		40
Section 5.01	Access to Information Concerning Properties and Records	40
Section 5.02	Confidentiality	40
Section 5.03	Conduct of the Business of the Company Pending the Closing Date	41
Section 5.04	Exclusive Dealing	44
Section 5.05	Reasonable Best Efforts; Consents	45
Section 5.06	Public Announcements	45
Section 5.07	Notification of Certain Matters	45
Section 5.08	Non‑Competition; Non‑Interference	46
Section 5.09	Non‑Solicitation of Employees	47
Section 5.10	Lock-Up Agreements	47
Section 5.11	Rule 144 and Restrictive Legends; Nasdaq Listing	48
Section 5.12	Employment and Benefit Arrangements.	48
Article VI Conditions Precedent		49
Section 6.01	Conditions to the Obligations of Each Party	49
Section 6.02	Conditions to the Obligations of Purchaser	50
Section 6.03	Conditions to the Obligations of Sellers	51
Section 6.04	Frustration of Closing Conditions	51
Article VII Tax Matters		51
Section 7.01	Returns and Payment of Taxes	51
Section 7.02	Controversies	53
Section 7.03	Notification	54
Section 7.04	Indemnification for Taxes	54
Section 7.05	Post‑Closing Retention, Access and Cooperation	54
Article VIII Termination and Abandonment; Indemnification		55
Section 8.01	Termination	55
Section 8.02	Effect of Termination	56
Section 8.03	Survival of Representations and Warranties	56
Section 8.04	Indemnification by Sellers	56
Section 8.05	Indemnification by Purchaser	57
Section 8.06	Limitation on Indemnification	57
Section 8.07	Losses Net of Insurance, etc.	57
Section 8.08	Indemnification Procedure	58
Section 8.09	Third Party Claims	59
Section 8.10	Sole Remedy/Waiver	60
Section 8.11	Sellers’ Waiver	60

 

 

	(ii)

 

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Page

Article IX Miscellaneous		60
Section 9.01	Fees and Expenses	60
Section 9.02	Extension; Waiver	60
Section 9.03	Notices	61
Section 9.04	Entire Agreement	62
Section 9.05	Binding Effect; Benefit; Assignment	62
Section 9.06	Amendment and Modification	62
Section 9.07	Counterparts	62
Section 9.08	Applicable Law; Arbitration	62
Section 9.09	Severability	64
Section 9.10	Specific Enforcement; Limitation on Damages	64
Section 9.11	Waiver of Jury Trial	64
Section 9.12	Rules of Construction	64
Section 9.13	Headings	64
Section 9.14	No Recourse	64
Annex 1	Sellers	68
Annex 2	Additional Defined Terms	69
Exhibit 1.1	Form of Employment Agreement	71
Exhibit 1.2	Form of Employment Agreement	72
Exhibit 2	Form of Confidential Information and Invention Assignment Agreement (CIIAA)	73
Exhibit 3	Form of Accredited Investor Questionnaire	74

 

 

 

 

 

	(iii)

 

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This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated December 13, 2021 by and among GDC America, Inc (“Purchaser”), a corporation organized under the laws of the State of Florida, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (“Seller 1” or “Sellers’ Representative”), a private individual residing in the State of Wisconsin, ▇▇▇▇▇▇▇ Ilk (“Seller 2”), a private individual residing in the State of Wisconsin, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (“Seller 3”), a private individual residing in the State of California, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (“Seller 4”), a private individual residing in the State of California, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (“Seller 5”), a private individual residing in Portugal (any and each of Seller 1, Seller 2, Seller 3, Seller 4, and Seller 5 individually an “Individual Seller” and collectively the “Individual Sellers”), Trustee Services Group, PLLC, as trustee of The Ilk 2021 Charitable Remainder Unitrust dated November 22, 2021 (“Seller 2A”), Trustee Services Group, PLLC, as trustee of The ▇▇▇▇▇▇▇▇ 2021 Charitable Remainder Unitrust dated November 22, 2021 (“Seller 3A”), Trustee Services Group, PLLC, as trustee of The ▇▇▇▇▇▇▇ 2021 Charitable Remainder Unitrust dated November 22, 2021 (“Seller 4A”) (any and each of Seller 2A, Seller 3A, and Seller 4A a “Trust Seller” and collectively the “Trust Sellers”, and any and each of any of the Individual Sellers or the Trust Sellers a “Seller” and, collectively, the “Sellers”), being the sole shareholders of Roto Sports, Inc. (the “Company”), a corporation organized under the laws of the State of California, and, solely for purposes of Section 2.02 to the extent related to issuance of Parent Shares, Section 3.06, Section 4.03, Section 4.04, Section 4.05, Section 4.09, Section 5.10, Section 5.11, Article VI, and Article VIII, ▇▇▇▇▇▇▇▇.▇▇▇ Group Limited (“Parent”), a public limited company registered under the laws of the Channel Island of Jersey with company registration number 562225 listed on the Nasdaq Global Market under the ticker symbol “GAMB”.

W I T N E S S E T H:

WHEREAS, the Sellers own 5,251 shares of common stock, par value of US$1.00 per share, of the Company (“Common Stock”) and 14,871 shares of preferred stock, par value of US$1.00 per share, of the Company (“Preferred Stock”, and together with Common Stock, the “Shares”), such Shares representing all of the issued and outstanding shares of capital stock of the Company;

WHEREAS, the Sellers desire to sell, and the Purchaser desires to purchase, the Shares pursuant to the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, it is the intention of the parties hereto that, upon consummation of the purchase and sale of the Shares pursuant to this Agreement, the Purchaser shall own all of the issued and outstanding shares of capital stock of the Company.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants, representations, warranties and agreements herein contained, the parties, intending to be legally bound, agree as follows:

ARTICLE I

Definitions

Section 1.01 Definitions. When used in this Agreement, the following terms shall have the respective meanings specified therefor below.

“409A Deferred Compensation Arrangement” shall mean (x) those certain Supplemental Executive Retirement Plans sponsored by the Company and disclosed on Schedule 3.13(a) of the Seller Disclosure Letter, and (y) any other “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code that would be aggregated with the items in clause (x) pursuant to Treasury Regulations Sections 1.409A-1(c) and 1.409A-3(j)(4)(ix)(B).

 

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“Affiliate” of any Person shall mean any other Person directly or indirectly controlling, controlled by, or under common control with, such Person; provided, that, for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise; provided, further, that an Affiliate of any Person shall also include (a) any Person that directly or indirectly owns, or in which such Person directly or indirectly owns more than five percent (5%) of any class of capital stock or other equity interest of such Person, (b) in the case of a corporation, any officer or director of such corporation, (c) in the case of a partnership, any general partner of such partnership, (d) in the case of a trust, any trustee or beneficiary of such trust, (e) any spouse, parent, sibling or child or lineal descendant of any individual described in clauses (a) through (d) above, and (f) any trust for the benefit of any individual described in clauses (a) through (e) above.

“Antitrust Authorities” shall mean the Federal Trade Commission, the Antitrust Division of the United States Department of Justice, the attorneys general of the several states of the United States and any other Governmental Entity having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws.

“Antitrust Laws” shall mean the ▇▇▇▇▇▇▇ Act, 15 U.S.C. §§ 1‑7, as amended; the ▇▇▇▇▇▇▇ Act, 15 U.S.C. §§ 12‑27, 29 U.S.C. §§ 52‑53, as amended; the HSR Act; the Federal Trade Commission Act, 15 U.S.C. § 41‑58, as amended; and all other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade, or lessening of competition through merger or acquisition.

“Bad Actor” shall mean an Individual Seller’s (i) conviction of, or entering a guilty plea or plea of no contest with respect to, a felony or a crime involving fraud or moral turpitude (excluding a first offense for DWI, DUI or the like which does not include a greater charge), (ii) willful misconduct that materially discredits the Company or is materially detrimental to the reputation of the Company, or (iii) breach of Section 5.08, 5.09, or any restrictive covenant contained in an Employment Agreement or CIIAA with such Individual Seller.

“Business Day” shall mean any day except a Saturday, a Sunday or any other day on which commercial banks are required or authorized to close in the State of New York.

“CARES Act” shall mean the Coronavirus Aid, Relief, and Economic Security Act (P.L. 116-136), enacted March 27, 2020.

“Cash and Cash Equivalents” shall mean cash, checks, money orders, marketable securities, short‑term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, cash security deposits and other cash collateral posted with vendors, landlords, and other parties, and any evidence of indebtedness issued or guaranteed by the United States government.

“Cash Consideration” shall have the meaning assigned to this term in Section 2.02(c).

“CIIAA” shall have the meaning assigned to this term in Section 6.02(e).

“Closing Cash” shall mean the aggregate book balance of Cash and Cash Equivalents of the Company calculated in accordance with the historical accounting practices of the Company, consistently applied, as of 11:59 P.M. on the Business Day immediately prior to the Closing Date.

“Closing Indebtedness” shall mean the aggregate outstanding amount of Indebtedness of the Company as of 11:59 P.M. on the Business Day immediately prior to the Closing Date.

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“Closing Working Capital” shall mean the current assets of the Company less the current liabilities of the Company (excluding all Closing Cash, Closing Indebtedness, Company Transaction Expenses (to the extent deducted from the Initial Purchase Price or the Final Purchase Price, as the case may be) and any Tax assets or Tax liabilities of the Company and its Subsidiaries) as determined in accordance with the historical accounting practices of the Company, consistently applied, as of 11:59 P.M. on the Business Day immediately prior to the Closing Date.

“Code” shall mean the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated and the rulings issued thereunder.

“Company IT Assets” shall mean any and all IT Assets, in each case owned, licensed, leased, or outsourced by the Company and its Subsidiaries or necessary, used, or held for use to conduct the respective businesses of the Company and its Subsidiaries as presently conducted or contemplated to be conducted in the future.

“Company Transaction Expenses” shall mean all expenses of the Company incurred or to be incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement and the consummation of the transactions contemplated hereby and the Closing, including out‑of-pocket costs, fees and disbursements of financial advisors, attorneys, accountants and other advisors and service providers, severance payments to directors, officers and employees, bonuses, retention payments and any other change‑of‑control or similar payments under agreements entered into or plans adopted by the Company prior to the Closing Date payable as a result of or in connection with the transactions contemplated by this Agreement (including the employer portion of any Taxes relating to such payments), including pursuant to termination of the 409A Deferred Compensation Arrangements, payable by the Company (prior to and through and including the Closing Date) pursuant to Section 9.01 and which have not been paid as of the Closing Date.

“Confidential Material” shall mean all information (written or oral) that is confidential or proprietary to the Company or any of its Subsidiaries or is not otherwise generally available to the public regarding the Company and its Subsidiaries. The term “Confidential Material” shall not include (a) information that is or becomes generally available to the public, other than as a result of disclosure by Seller or its Representatives in violation of this Agreement or (b) becomes available to Purchaser or its Representatives from a Person other than the Sellers, the Company or the Company’s Subsidiaries on a non‑confidential basis, provided that such Person was not known by Purchaser or its Representatives to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Sellers, the Company or any of the Company’s Subsidiaries or its Representatives with respect to such materials.

“Confidentiality Agreement” shall mean that certain Confidentiality Agreement by and between the Paramax Corporation (as agent for the Company) and KAX Media America, Inc. dated October 15, 2019.

“Consideration” shall mean, collectively, any Cash Consideration together with any Share Consideration.

“Consideration Payment 1” shall have the meaning assigned to this term in Section 2.02(a)(i).

“Contract” shall mean any note, bond, mortgage, indenture, guarantee, license, franchise, permit, agreement, understanding, arrangement, contract, commitment, letter of intent, or other instrument or obligation (whether oral or written), and any amendments thereto.

“Deferred Consideration Payment 1” shall have the meaning assigned to this term in Section 2.02(a)(ii).

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“Deferred Consideration Payment 2” shall have the meaning assigned to this term in Section 2.02(a)(iii).

“Employment Agreement” shall have the meaning assigned to this term in Section 6.02(e).

“Environmental Law” shall mean any Law, Order or other requirement of Law, including common law, relating to pollution, natural resources, the protection or restoration of the environment, the protection of human health (to the extent concerned with the exposure to Hazardous Materials), or Hazardous Materials.

“Estimated Working Capital Adjustment” shall mean any amount (which may be expressed as a negative number) equal to the amount of the Estimated Closing Working Capital less the Target Working Capital.

“Exchange Rule” shall mean the determination of the number of Parent Shares making up a value of any Share Consideration, which shall be determined using the volume weighted average price of such Parent Shares for the 10-day period prior to each of the Share Consideration payment dates; provided that, in the event the Closing Date occurs on a date other than the date hereof, such volume weighted average price of any Parent Shares provided as part of Consideration Payment 1 shall be determined based on the 10-day period prior to the date hereof.

“Final Purchase Price” shall mean an amount equal to the sum of (a) $27,500,000.00, (b) plus the amount of the Working Capital Adjustment (which may be expressed as a positive or negative number), if any, (c) plus Closing Cash, (d) minus Closing Indebtedness, (e) minus Company Transaction Expenses, (f) minus any offset amount under Section 8.08(e) minus the Sales Tax Holdback.

“Foreign Corrupt Practices Act” shall mean the Foreign Corrupt Practices Act of the United States, 15 U.S.C. Sections 78a, 78m, 78dd‑1, 78dd‑2, 78dd‑3, and 78ff, as amended, if applicable, or any similar Law of any jurisdiction where one or more properties owned or leased by the Company or any of its Subsidiaries are located or where the Company or any of its Subsidiaries transacts business or any other jurisdiction, if applicable.

“Funded Indebtedness” shall mean all Indebtedness listed on Section 2.02(g) of the Seller Disclosure Letter.

“GAAP” shall mean generally accepted accounting principles of the United States of America consistently applied, as in effect from time to time.

“Government Contract” shall mean any bid, quotation, proposal, Contract, work authorization, lease, commitment or sale or purchase order of the Company with any Governmental Entity, including all Contracts and work authorizations to supply goods and services to any Governmental Entity.

“Governmental Entity” shall mean any United States or non‑United States federal, state, provincial or local court, arbitral tribunal, administrative agency or commission or other governmental or regulatory agency or authority or any securities exchange.

“Hazardous Material” shall mean any waste or other substance that is listed, defined, designated, or classified as, or otherwise determined to be, hazardous, radioactive, or toxic or a pollutant or a contaminant under or pursuant to any Environmental Law and specifically including petroleum and all derivatives thereof, asbestos or asbestos‑containing materials, polychlorinated biphenyls, per- and polyfluoroalkyl substances, and any substances regulated under Environmental Law.

“HSR Act” shall mean the ▇▇▇▇‑▇▇▇▇▇‑▇▇▇▇▇▇ Antitrust Improvements Act of 1976, 15 U.S.C. § 18a et seq., as amended, and the rules and regulations promulgated thereunder.

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“IFRS” shall mean the international financial reporting standards issued by the International Accounting Standards Board as in effect from time to time.

“Indebtedness” of any Person shall mean and include (a) indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money, (b) amounts owing as deferred purchase price for property or services, including all seller notes and “earn‑out” payments, whether or not matured, (c) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument, debt security or other similar instrument, (d) indebtedness secured by a Lien on assets or properties of such Person, (e) obligations or commitments to repay deposits or other amounts advanced by and owing to third parties or to deliver goods or services to prepaying customers (except to the extent included in the calculation of Closing Working Capital as a current liability of the Company), (f) any liability of such Person in respect of banker’s acceptances or letters of credit (to the extent drawn), (g) obligations under any interest rate, currency or other hedging agreement, (h) all obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (i) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any capital stock of such Person or any warrants, rights or options to acquire such capital stock, valued, in the case of redeemable preferred stock, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (j) direct or indirect guarantees or other contingent liabilities with respect to any indebtedness, obligation, claim or liability of any other Person of a type described in clauses (a) through (i) above, (k) the amount of all accrued and unpaid income Taxes of the Company and the Company Subsidiaries, with respect to the portion of the Pre-Closing Period ending on or before the Closing Date; or (l) any Taxes of the Company, or any of the Company Subsidiaries for the Pre-Closing Period deferred pursuant to the CARES Act and/or the Presidential Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster, signed on August 8, 2020 (or any similar non-U.S. Laws) which have not otherwise been paid as of the Closing Date or (m) with respect to any indebtedness, obligation, claim or liability of a type described in clauses (a) through (l) above, all accrued and unpaid interest, premiums, penalties, breakage costs, unwind costs, fees, termination costs, redemption costs, expenses and other charges with respect thereto. Indebtedness shall not, however, include (x) accounts payable to trade creditors, (y) accrued expenses arising in the ordinary course of business or (z) endorsements of negotiable instruments for collection in the ordinary course of business.

“Initial Purchase Price” shall mean an amount equal to the sum of (a) $20,000,000.00, (b) plus the amount of the Estimated Working Capital Adjustment (which may be expressed as a positive or negative number), if any, (c) plus Estimated Closing Cash, (d) minus Estimated Closing Indebtedness, (e) minus Estimated Company Transaction Expenses, (f) minus the Sales Tax Holdback.

“Intellectual Property” shall mean any and all intellectual property and all rights, title, and interests therein and thereto and all similar proprietary rights throughout the world, including any and all United States, international and/or foreign rights in, arising out of or associated with any of the following, whether registered or unregistered: (a) patents, patent applications, patent disclosures and inventions, including any continuations, divisions, continuations‑in‑part, renewals, divisionals, renewals, extensions, reissues or foreign counterparts of any of the foregoing; (b) trademarks, service marks, trade dress, trade names, brand names, logos, slogans, corporate names, registrations and applications for registration thereof, and other indicia of origin, together with all of the goodwill associated therewith, and Internet Domain Names; (c) copyrights, works of authorship, copyrightable works and registrations and applications for registration thereof, design rights, moral and economic rights of authors and inventors and rights of attribution, and similar rights; (d) mask works and registrations and applications for registration thereof; (e) rights in Software, websites, and related Technology; (f) trade secrets and other confidential or proprietary information (including ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know‑how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial and marketing plans and customer and supplier lists and information)

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(collectively, “Trade Secrets”); (g) rights of publicity or privacy, including with respect to name, likeness or persona, and in social media usernames, handles, and accounts; (h) rights to ▇▇▇ or recover and retain damages and costs and attorneys’ fees for the past, present or future infringement, dilution, misappropriation, or other violation of any of the foregoing anywhere in the world; (i) other intellectual or industrial property rights; (j) registrations and applications for any of the foregoing; and (k) copies and tangible embodiments thereof (in whatever form or medium).

“Internet Domain Names” shall mean ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇.▇▇▇▇, ▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇.▇▇, ▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇.▇▇.▇▇, ▇▇▇▇▇▇▇▇.▇▇▇▇, ▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇.▇▇, ▇▇▇▇▇▇▇▇.▇▇, ▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇.▇▇▇▇, and ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇-▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇.

“IRS” shall mean the United States Internal Revenue Service.

“IT Assets” shall mean any and all computers, Software, Technology, systems, hardware, servers, networks, workstations, routers, hubs, switches, platforms, applications, data communications lines, websites (including the content thereon), operational technology, automated processes, and all other information technology equipment and assets owned, used or operated, including those procured via outsourced or cloud computing arrangements.

“Law” shall mean any statute, law, ordinance, policy, rule or regulation of any Governmental Entity and all judicial interpretations thereof.

“Liabilities” shall mean any and all Indebtedness, liabilities and obligations, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable.

“Liens” shall mean any liens, security interests, options, rights of first refusal, claims, easements, mortgages, charges, indentures, deeds of trust, rights of way, restrictions on the use of real property, encroachments, licenses to third parties, leases to third parties, security agreements, or any other encumbrances and other restrictions or limitations on ownership or use of real or personal property or irregularities in title thereto.

“Loss” or “Losses” shall mean, without duplication, (a) any and all damages, losses, claims, actions, causes of action, judgments, Liabilities, or costs, including reasonable fees and expenses of attorneys, accountants and other professional advisors, whether involving a dispute solely between the parties hereto or otherwise, and (b) any losses or costs incurred in investigating, defending or settling any of claim, action or cause of action described in clause (a), whether or not the underlying claim, action or cause of action is actually asserted or is merely alleged or threatened.

“Material Adverse Effect” shall mean any event, circumstance, development, state of facts, occurrence, change or effect that is materially adverse to the business, assets, financial condition, or results of operations of the Company, taken as a whole; provided, however, that a Material Adverse Effect does not include a material adverse effect or impact on the Company’s business, assets, financial condition, or results of operations that is caused by (i) one or more downturns in the economy, the securities markets, the financing markets or the credit markets in general which does not disproportionately affect the Company relative to other industry participants of similar size and geographic location, (ii) one or more downturns in the industries in which the Company operates which does not disproportionately affect the Company

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relative to other industry participants of similar size and geographic location, (iii) geopolitical conditions, acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such conditions, acts of war, armed hostilities, sabotage or terrorism which does not disproportionately affect the Company relative to other industry participants of similar size and geographic location, (iv) changes in applicable Law which do not disproportionately affect the Company relative to other industry participants of similar size and geographic location, (v) the announcement or consummation of the Closing, (vi) the effect of any action or any failure to act taken by the Company or the Sellers as contemplated by and in accordance with this Agreement, or otherwise with the written consent of the Purchaser, or (vii) the effect of any action or any failure to act taken by the Purchaser.

“Order” shall mean any judgment, order, injunction, decree, writ, permit or license of any Governmental Entity or any arbitrator.

“Overlap Period” shall mean with respect to the Company and its Subsidiaries, the portion of any taxable year or period beginning on or before and ending after the Closing Date.

“Owned IP” shall mean any and all Intellectual Property owned (or purported to be owned), in whole or in part, by the Company or any of its Subsidiaries and includes all Registered Intellectual Property and Proprietary Software.

“Parent Shares” shall mean ordinary shares issued by the Parent.

“Permitted Liens” shall mean (a) Liens expressly reflected on the balance sheet of the Company (or any related notes) on the Balance Sheet Date, (b) Liens consisting of zoning, building code or planning restrictions or regulations, easements, Permits, restrictive covenants, encroachments, rights‑of‑way and other restrictions or limitations on the use of real property or irregularities in, or exceptions to, title thereto which, individually or in the aggregate, do not materially detract from the value of, or impair the use of, such property by the Company or its Subsidiaries, (c) Liens for Taxes not yet due and payable or which may thereafter be paid without penalty, in each case for which adequate reserves have been made with respect thereto, (d) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens arising in the ordinary course of business securing amounts that are not past due, and (e) other imperfections of title or non monetary encumbrances, if any, which do not, individually or in the aggregate, materially impair the continued use and operation of any real property or tangible personal property of the Company to which they relate as currently used or operated.

“Person” shall mean and include an individual, a partnership, a limited partnership, a limited liability partnership, a joint venture, a corporation, a limited liability company, an association, a trust, an unincorporated organization, a group, a Governmental Entity or other body corporate or analogous entity

“Pre‑Closing Period” shall mean all taxable years or other taxable periods that end on or before the Closing Date and, with respect to any Overlap Period, the portion of such Overlap Period ending on and including the Closing Date.

“Proprietary Software” shall mean any and all proprietary Software owned (or purported to be owned), in whole or in part, by the Company or any of its Subsidiaries.

“Purchase Price” shall have the meaning assigned to this term in Section 2.02(a).

“Representatives” of any Person shall mean such Person’s directors, managers, officers, employees, agents, attorneys, consultants, advisors or other Persons acting on behalf of such Person.

“Sales Tax Holdback” shall mean Three Hundred Thousand Dollars ($300,000).

“SEC” shall mean the United States Securities and Exchange Commission.

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“Software” shall mean any and all (a) software, firmware, middleware, computer programs, operating systems, applications, and other code, including APIs, tools, compilers, files, scripts, architecture, algorithms, heuristics, data, databases, data compilations, data files, databases, protocols, specifications, user interfaces, menus, buttons, icons, and other items, as well as foreign language versions, fixes, upgrades, updates, enhancements, and past and future versions and releases, in each case, including all source code, intermediate/byte code, executable code, interpreted code or object code form, (b) deep learning, machine learning, and other artificial intelligence or machine learning technologies (collectively, “AI/ML”), and (c) source code annotations, manuals, notes, comments, or documentation, including user and installation manuals and training software, for or related to any of the foregoing.

“Subsidiary”, with respect to any Person, shall mean (a) any corporation or body corporate more than fifty percent (50%) of the stock or shares of any class or classes of which having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock or shares of any class or classes of such corporation or body corporate shall have or might have voting power by reason of the happening of any contingency) is owned by such Person directly or indirectly through one or more subsidiaries of such Person and (b) any partnership, association, joint venture, limited liability company, body corporate or other entity in which such Person directly or indirectly through one or more subsidiaries of such Person has more than a fifty percent (50%) equity interest.

“Target Working Capital” shall mean $824,000.

“Taxes” shall mean all taxes, assessments, charges, duties, fees, levies or other governmental charges including all United States federal, state, local, foreign and other income, franchise, profits, gross receipts, capital gains, capital stock, transfer, sales, use, value added, occupation, property, excise, severance, windfall profits, stamp, license, payroll, social security, withholding and other taxes, assessments, charges, duties, fees, levies or other governmental charges of any kind whatsoever (whether payable directly or by withholding and whether or not requiring the filing of a Return), all estimated taxes, deficiency assessments, additions to tax, penalties and interest and shall include any liability for such amounts as a result of (a) being a transferee or successor or member of a combined, consolidated, unitary or affiliated group, or (b) a contractual obligation to indemnify any Person.

“Technology” shall mean collectively, designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, results of research and development, Software, tools, data, inventions, apparatus, creations, improvements, works of authorship and other similar materials, and all recordings, graphs, drawings, analyses, and any other embodiments of the above, in any form whether or not specifically listed herein, and all related technology, that are used, incorporated or embodied in or displayed by any of the foregoing or used in the design, development, reproduction, sale, marketing, maintenance or modification of any of the foregoing.

“Treasury Regulations” shall mean the Treasury Regulations promulgated pursuant to the Code, as amended from time to time, including the corresponding provisions of any successor regulations.

“Working Capital Adjustment” shall mean any amount (which may be expressed as a negative number) equal to the amount of the Closing Working Capital less the Target Working Capital.

Section 1.02 Additional Defined Terms. In addition to the terms defined in Section 1.01, additional defined terms used herein shall have the respective meanings assigned thereto in the Sections indicated on Annex 2.

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Section 1.03 Construction. In this Agreement, unless the context otherwise requires:

Section 1.04 Annexes, Exhibits and the Seller Disclosure Letter. The Annexes, Exhibits, and the Seller Disclosure Letter are incorporated into and form an integral part of this Agreement.

Section 1.05 Knowledge. When any representation, warranty, covenant or agreement contained in this Agreement is expressly qualified by reference to the Sellers’ “Knowledge”, “Knowledge of the Sellers” or words of similar import, it shall mean the actual and constructive knowledge of the individuals set forth in Section 1.05 of the Seller Disclosure Letter after such inquiry as such individuals would normally conduct in the ordinary course of their duties to the Sellers.

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ARTICLE II

Sale of Shares

Section 2.01 Sale of Shares. On the terms, and subject to the conditions set forth in this Agreement, the Sellers shall sell, assign, transfer, and deliver to the Purchaser at the Closing, and the Purchaser shall purchase from the Sellers at the Closing, the Shares free and clear of all Liens and together with all accrued rights and benefits attached thereto. The Sellers shall take such action as is reasonably necessary and legally required to reflect the sale, assignment, transfer and delivery of the Shares on the books and records of the Company, free and clear of all Liens and together with all accrued rights and benefits attached thereto, and to provide the Purchaser with such evidence of the same as is legally required or as the Purchaser shall reasonably request. The Sellers shall cure any deficiencies identified by the Purchaser to the Sellers in writing within five (5) days of the Closing with respect to the endorsement of the certificates representing the Shares or with respect to the stock power accompanying any such certificates. At the Closing, upon the terms and subject to the conditions of this Agreement, each Seller shall sell, transfer and deliver to Purchaser, and Purchaser shall purchase from each Seller, the Shares owned by such Seller as listed on Annex 1 for such Seller’s pro rata portion of the Purchase Price, payable in accordance with Section 2.02, free and clear of all Liens and together with all accrued rights and benefits attached thereto.

Section 2.02 Purchase Price; Delivery of Funds; Payment of Indebtedness and Company Transaction Expenses.

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Section 2.03 Determination of Purchase Price Adjustment.

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Section 2.04 Closing; Closing Deliverables.

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Section 2.05 Tax Treatment of Payments. Any payment made pursuant to Section 2.03, Section 7.04 or Article VIII hereof shall be deemed to be, and each of Seller and Purchaser shall treat such payments as an adjustment to the purchase price for all federal, state, local and foreign income Tax purposes; except for any imputed interest (as required by Sections 483 or 1274 of the Code)

Section 2.06 Relationships among Sellers and the Sellers’ Representative.

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Section 2.07 Withholding Rights. Purchaser and Parent shall be entitled to deduct and withhold from the amounts otherwise payable to any Person pursuant to this Article II or otherwise under this Agreement, such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign Tax Law. If Purchaser or Parent withholds any such amounts, the amounts so withheld shall be treated for all purposes of this Agreement as having been paid to the Person that otherwise would have received such amount but for such withholding.

ARTICLE III

Representations and Warranties of Sellers

Except as set forth in the disclosure letter delivered by the Sellers to the Purchaser (the “Seller Disclosure Letter”) concurrently with the execution of this Agreement and except for representations and warranties in Section 3.01, Section 3.02, and Section 3.03, and Section 3.06, for which each of the Sellers represents and warrants solely with respect to itself, the Sellers hereby jointly and severally represent and warrant to the Purchaser as follows as of the date hereof and as of the Closing Date (except those representations and warranties which address matters as of or for a particular date or time period, which statements shall be true and correct only as of such date or for such time period):

Section 3.01 Due Organization, Good Standing and Corporate Power of Seller. Each Individual Seller is a natural person, of legal age, and legal capacity (or the equivalent thereof) under the Laws governing such matters and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Trust Seller has been duly formed and is validly existing and in good standing (or the equivalent thereof) under the Laws of the jurisdiction(s) in which it was created and is administered, its Trustee has all requisite power and authority under applicable Law and such Trust Seller’s governing documents to own, operate, lease or otherwise hold its properties and assets and to carry on its business as presently conducted, and each Trust Seller is duly qualified to do business, and is in good standing, in each of the jurisdictions in which the character or location of the properties and assets it owns, operates, occupies or leases or the nature of the business it conducts makes such qualification necessary, except where the failure to have such qualification or be in good standing would not, individually or in the aggregate, reasonably be expected to materially impair or delay the ability of such Trust Seller to consummate the transactions contemplated hereby.

Section 3.02 Authorization; Noncontravention.

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Section 3.03 Ownership of Shares. Each Seller has good and valid title to those certain shares of the Shares owned by such Seller as set forth in Section 3.05 of the Seller Disclosure Letter free and clear of all Liens, and is the record and beneficial owner thereof. All of the Shares were acquired from third parties or the Company in compliance with applicable Law. There is no Contract with any Person to purchase, redeem or otherwise acquire any shares of the capital stock of the Company. Upon payment of

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the Initial Purchase Price to the Sellers at the Closing, each Seller will convey good and valid title to those certain shares of the Shares owned by such Seller as set forth in Section 3.05 of the Seller Disclosure Letter, free and clear of all Liens, Orders, Contracts or other limitations whatsoever. The assignments, endorsements, stock powers and other instruments of transfer delivered by each Seller to the Purchaser at the Closing will be sufficient to transfer such Seller’s entire interest, record and beneficial, in such Seller’s certain shares of the Shares to the Purchaser.

Section 3.04 Company and its Subsidiaries.

Section 3.05 Capitalization. The authorized capital stock of the Company consists of 20,000 shares of common stock, par value of $1.00 per share and 20,000 shares of preferred stock, par value of $1.00 per share. Section 3.05 of the Seller Disclosure Letter sets forth the outstanding capital stock (or other equity interests) of the Company and the record owners of such outstanding capital stock (or other equity interests). The Shares constitute all of the issued and outstanding equity interests of the Company. The Shares have been duly authorized and validly issued and are fully paid and nonassessable, were offered, issued, sold and delivered in compliance with all applicable Laws governing the issuance of securities, and are not subject to, and were not issued in violation of, any preemptive rights or other similar rights. Except for the Shares, no shares of capital stock or other equity interests of the Company are issued, reserved for issuance or outstanding. The Company is not a party to any outstanding or authorized option, warrant, right (including any preemptive right), subscription, claim of any character, agreement, obligation, convertible or exchangeable securities, or other commitments contingent or otherwise, relating to the capital stock or other equity or voting interests in the Company or any of its Subsidiaries, pursuant to which the Company is or may become obligated to issue, deliver or sell or cause to be issued, delivered or sold, shares of capital stock of or other equity or voting interests in, the Company or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of or other equity or voting interests in the Company. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity or voting interests in, the Company. The Company does not have any authorized or outstanding bonds, debentures, notes or other Indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the stockholders of the Company on any matter. There are no irrevocable proxies and no voting agreements with respect to any capital stock of, or other equity or voting interests in, the Company.

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Section 3.06 Private Placement Matters.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME UNLESS (I) THEY ARE REGISTERED UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS OR (II) IN THE OPINION OF LEGAL COUNSEL FOR ▇▇▇▇▇▇▇▇.▇▇▇ GROUP LIMITED

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OR OTHER LEGAL OPINION REASONABLY SATISFACTORY TO ▇▇▇▇▇▇▇▇.▇▇▇ GROUP LIMITED SUCH DISPOSITION WILL NOT RESULT IN A VIOLATION OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES LAWS OR (III) SOLD PURSUANT TO RULE 144 UNDER THE ACT (PROVIDED THAT THE TRANSFEROR PROVIDES ▇▇▇▇▇▇▇▇.▇▇▇ GROUP LIMITED WITH REASONABLE ASSURANCES (IN THE FORM OF A SELLER REPRESENTATION LETTER AND, IF APPLICABLE, A BROKER REPRESENTATION LETTER) THAT THE SECURITIES MAY BE SOLD PURSUANT TO SUCH RULE).

Section 3.07 Consents and Approvals. Except as set forth in Section 3.02(b) of the Seller Disclosure Letter, no consent of or filing with any Governmental Entity or any other Person, must be obtained or made in connection with the execution and delivery of this Agreement by any Seller or the consummation by the Sellers and the Company of the transactions contemplated by this Agreement, except for any consents, approvals, authorizations or filings which have been obtained or made or, if not made or obtained, would not reasonably be expected to be, individually or in the aggregate, material to the Company.

Section 3.08 Financial Statements; Undisclosed Liabilities.

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Section 3.09 Absence of Certain Changes. Since the Balance Sheet Date, except as set forth in Section 3.09 of the Seller Disclosure Letter, (a) there has not been any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect, and no event, circumstance, development, state of facts, occurrence, change or effect exists or has occurred which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (b) the Company has not taken any action that, if taken subsequent to the execution of this Agreement and on or prior to the Closing Date, would constitute a breach of any of the covenants set forth in Section 5.03(b).

Section 3.10 Compliance with Laws. Except as set forth on Section 3.10 of the Seller Disclosure Letter:

Section 3.11 Permits. The Company and its Subsidiaries possess all material federal, state, local and foreign permits, approvals, licenses, authorizations, certificates, rights, exemptions and orders from Governmental Entities (collectively, the “Permits”) that are necessary for the operation of the business of the Company as presently conducted, or that are necessary for the lawful ownership of its respective properties and assets. The Sellers have delivered or made available to the Purchaser for inspection a true

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and correct copy of each Permit obtained or possessed by the Company. All such Permits are valid and have not lapsed, been cancelled, terminated or withdrawn. The Company is in compliance with all such Permits in all material respects. No proceeding to modify, suspend, revoke, withdraw, terminate or otherwise limit any such Permit is pending, or, to the Knowledge of the Sellers, threatened, and, to the Knowledge of the Sellers, there is no valid basis for such proceeding, including the transactions contemplated hereby. No administrative or governmental action or proceeding has been taken, or, to the Knowledge of the Sellers, threatened, in connection with the expiration, continuance or renewal of any such Permit and, to the Knowledge of the Sellers, there is no valid basis for any such proceeding.

Section 3.12 Litigation. There is no investigation, action, suit, proceeding at law or in equity, or any arbitration or any administrative or other proceeding by, before or against any Governmental Entity or any other Person, pending, or, to the Knowledge of the Sellers, threatened, against or affecting the Company, or any of its respective properties, assets or rights, which is or would reasonably be expected to be, individually or in the aggregate, material to the Company. To the Knowledge of the Sellers, there is no valid basis for any such action, proceeding or investigation. The Company is not subject to any Order that materially restricts the operation of the business of the Company or which is or would reasonably be expected to be, individually or in the aggregate, material to the Company.

Section 3.13 Employee Benefit Plans.

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Section 3.14 Labor Matters.

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Section 3.15 Tax Matters.

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Section 3.16 Cybersecurity and Intellectual Property.

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Section 3.17 Broker’s or Finder’s Fees.

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Section 3.18 Material Contracts.

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Section 3.19 Environmental Matters.

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Section 3.20 Real Property.

Section 3.21 Interests in Clients, Suppliers, Etc.; Affiliate Transactions. Except as set forth in Section 3.21 of the Seller Disclosure Letter: (a) there are no Contracts or Liabilities between the Company, on the one hand, and any Seller or any of their Affiliates (other than the Company), on the other hand and (b) the Sellers, its Affiliates (other than the Company) and the directors and officers of the Company do not possess, directly or indirectly, any financial interest in, or hold a position as a director, officer or employee of, any Person which is a client, supplier, customer, lessor, lessee, or competitor or potential competitor of the Company. Ownership of securities of a company whose securities are registered under the Securities

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Exchange Act of 1934, as amended (the “Exchange Act”), of one percent (1%) or less of any class of such securities shall not be deemed to be a financial interest for purposes of this Section 3.21.

Section 3.22 Suppliers and Customers. Section 3.22 of the Seller Disclosure Letter sets forth an accurate and complete list of each supplier and customer accounting for more than five percent (5%) of the consolidated purchases and sales, as the case may be, of the Company for the nine-month period ended September 30, 2021 and the twelve-month period ended December 31, 2020. No such supplier or customer has canceled or otherwise terminated, or threatened in writing to cancel or otherwise terminate, its relationship with the Company. None of the Sellers or the Company has received any written notice that any such supplier or customer may cancel or otherwise materially and adversely modify its relationship with the Company or limit its services, supplies or materials to the Company, or its usage or purchase of the services and products of the Company either as a result of the transactions contemplated hereby or otherwise.

Section 3.23 Title to Personal Properties. The Company has good and valid title or, in the case of leased assets, a valid leasehold interest, free and clear of all Liens, except for Permitted Liens, to all of the material tangible and intangible personal property and assets reflected in the Financial Statements or thereafter acquired, except for properties and assets disposed of in the ordinary course of business, consistent with past practice, since the Balance Sheet Date. Except as set forth in Section 3.23 of the Seller Disclosure Letter, the Company owns or has the right to use all of the tangible personal properties and assets necessary for the conduct of its business as currently conducted. Except as has not been or would not reasonably be expected to be, individually or in the aggregate, material to the Company, all of the tangible personal property used in the business of the Company is in good operating condition, ordinary wear and tear excepted, and is adequate and suitable for the purposes for which it is presently being used. Neither the Sellers nor any of their Affiliates (other than the Company) possesses, or has the right to use, any tangible or intangible personal property owned or leased by the Company. The tangible and intangible personal property owned or leased by the Company, together with all leased real property of the Company, all owned, leased or licensed Intellectual Property of the Company, and all other assets and rights (including rights under Contracts) of the Company, are sufficient for the operation of the businesses of the Company and its Subsidiaries as currently conducted.

Section 3.24 No Additional Representations; No Reliance.

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Section 3.25 Exclusivity of Representations. The representations and warranties made by the Sellers in this Article III are the exclusive representations and warranties made by the Sellers. The Sellers hereby disclaim any other express or implied representations or warranties with respect to themselves or any other Person.

ARTICLE IV

Representations and Warranties of Purchaser

Except as set forth in any report, schedule, form, statement, prospectus, registration statement or other document filed or furnished, as applicable, by the Parent with or to the SEC, Purchaser hereby represents and warrants to the Sellers as follows:

Section 4.01 Due Organization, Good Standing and Corporate Power of Purchaser and of Parent. The Purchaser is a corporation duly organized, validly existing and in good standing (or the equivalent thereof) under the Laws of the State of Florida and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Parent is a publicly listed corporation duly organized, validly existing and in good standing (or the equivalent thereof) under the Laws of the Channel Island of Jersey and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

Section 4.02 Authorization; Noncontravention.

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Section 4.03 Parent Shares. Upon issuance (whether as part of Consideration Payment 1 or hereafter as part of Deferred Consideration Payment 1 or Deferred Consideration Payment 2), the Purchaser Shares will be duly authorized, validly issued, fully paid and non-assessable and will not be subject to any option, call, preemptive, subscription or similar rights or Liens, other than restrictions on transfer imposed by state and federal securities laws or as otherwise disclosed in Parent’s filings with the SEC.

Section 4.04 No Shareholder Approval. The issuance and delivery by Purchaser of the Parent Shares to the Sellers does not require any vote or other approval or authorization of any holder of any capital stock of Purchaser or Parent.

Section 4.05 Parent SEC Reports.

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Section 4.06 Consents and Approvals. No consent of or filing with any Governmental Entity or any other Person, must be obtained or made in connection with the execution and delivery of this Agreement by the Purchaser or the consummation by the Purchaser of the transactions contemplated by this Agreement, except for any consents, approvals, authorizations or filings, which have been obtained or made or, if not made or obtained, would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated hereby.

Section 4.07 Financial Ability. At the Closing, the Purchaser and its Affiliates’ available cash and cash equivalents and immediately available internal organization funds and committed capital will be sufficient for Purchaser to satisfy all of its payment obligations under this Agreement.

Section 4.08 Exclusivity of Representations. The representations and warranties made by the Purchaser in this Article IV are the exclusive representations and warranties made by the Purchaser. Purchaser hereby disclaims any other express or implied representations or warranties with respect to itself or such other Person.

Section 4.09 Broker’s or Finder’s Fees. No agent, broker, Person or firm acting on behalf of either the Purchaser or the Parent is, or shall be, entitled to any broker’s fees, finder’s fees or commissions from the Purchaser or the Parent or any of the other parties hereto, or from any of their Affiliates, in connection with this Agreement or any of the transactions contemplated hereby.

ARTICLE V

Covenants

Section 5.01 Access to Information Concerning Properties and Records. The Sellers shall, and shall cause the Company to, upon reasonable prior notice and during regular business hours, afford the Purchaser, its financing sources and each of their respective Representatives reasonable access to the Representatives, properties, books and records of the Company to the extent the Purchaser reasonably believes necessary or advisable to familiarize itself with such properties and other matters and, during such period, the Sellers shall furnish promptly to the Purchaser all financial and operating data and other information concerning the Company’s businesses, properties and personnel as the Purchaser may reasonably request; provided, that such access shall not unreasonably disrupt the operations of the Company.

Section 5.02 Confidentiality.

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Section 5.03 Conduct of the Business of the Company Pending the Closing Date.

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Section 5.04 Exclusive Dealing.

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Section 5.05 Reasonable Best Efforts; Consents.

Section 5.06 Public Announcements. The Sellers and Purchaser each shall (a) consult with each other before issuing any press release or otherwise making any public statement with respect to the transactions contemplated by this Agreement, (b) in the event any public statement is required by applicable Law or regulations of the Nasdaq Stock Market, use commercially reasonable efforts to provide to the other party for review a copy of any such press release or public statement and (c) not issue any such press release or make any such public statement prior to such consultation and review and, except as required by applicable Law or regulations of the Nasdaq Stock Market, the receipt of the prior consent of the other party to this Agreement.

Section 5.07 Notification of Certain Matters. During the Interim Period, the Sellers and the Company shall promptly notify the Purchaser of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement that, to the Knowledge of the Sellers, are commenced or threatened against any of the Sellers, the Company, or the Purchaser, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VI not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Material Contract, (d) the occurrence or existence of any fact, circumstance or event which would reasonably be expected, individually or in the aggregate, to result in any representation or warranty made by the Sellers in this Agreement or in any schedule, exhibit or certificate or delivered herewith, to be untrue or inaccurate, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, or (f) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, change or effect which would reasonably be expected, individually or in the aggregate, to result in a

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Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenants, or the conditions to the obligations of, the Sellers.

Section 5.08 Non‑Competition; Non‑Interference.

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Section 5.09 Non‑Solicitation of Employees.

Section 5.10 Lock-Up Agreements.

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Section 5.11 Rule 144 and Restrictive Legends; Nasdaq Listing. With a view to making available to Sellers the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit Sellers to sell Parent Shares to the public without registration, the Purchaser, for a period of three (3) years from Closing Date, shall use commercially reasonable efforts to (a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times, and (b) file with the SEC in a timely manner all reports and other documents required of the Purchaser under the Securities Act and the Exchange Act. The Purchaser agrees to use commercially reasonable efforts, including furnishing any opinions of counsel necessary, to remove any restrictive legends pertaining to restrictions on transfer imposed by the Securities Act (but not legends related to other contractual obligations, as applicable) on the Parent Shares received hereunder, for any Seller who is not an Affiliate of the Purchaser at the time and has not been an Affiliate in the 90 days preceding such date, at any time after the date that is six (6) months after the Closing Date upon request in anticipation of a sale, and in any event on (or as soon as reasonably practicable thereafter) the first Business Day after the date that is one year after the Closing Date.

Section 5.12 Employment and Benefit Arrangements.

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ARTICLE VI

Conditions Precedent

Section 6.01 Conditions to the Obligations of Each Party. The respective obligations of the Sellers and Purchaser to consummate the transactions contemplated hereby are subject to the satisfaction or waiver in writing by the Sellers’ Representative and Purchaser, at or before the Closing Date, of each of the following conditions:

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Section 6.02 Conditions to the Obligations of Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby are subject to the satisfaction or waiver by Purchaser on or prior to the Closing Date of the following further conditions:

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Section 6.03 Conditions to the Obligations of Sellers. The obligations of the Sellers to consummate the transactions contemplated hereby are subject to the satisfaction or waiver by the Sellers’ Representative, on or prior to the Closing Date, of the following further conditions:

Section 6.04 Frustration of Closing Conditions. Neither the Purchaser nor any of the Sellers may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s failure to act in good faith or such party’s failure to use its reasonable best efforts to cause the Closing to occur, as required by Section 5.05.

ARTICLE VII

Tax Matters

Section 7.01 Returns and Payment of Taxes.

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Section 7.02 Controversies.

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Section 7.03 Notification. Except with respect to matters relating to the Sales Tax Indemnity, the Purchaser, the Company, and their respective Affiliates shall promptly forward to the Sellers’ Representative all written notifications and other communications from any Tax authority received by the Company relating to any Tax Matters relating to the federal and consolidated income Tax liability of the Company with respect to a Pre‑Closing Period.

Section 7.04 Indemnification for Taxes. Except with respect to indemnification for the Sales Tax Indemnity which are exclusively covered under Section 8.04, the Sellers shall indemnify, defend and hold the Purchaser and its Affiliates (including the Company) and their respective stockholders, Representatives, partners, members, managers, officers and directors harmless on an after‑tax basis from and against: (i) all Taxes, losses, claims and expenses resulting from, arising out of, or incurred with respect to, any claims that may be asserted by any party based on, attributable to, or resulting from the failure of any representation or warranty made pursuant to Section 3.15 to be true and correct in all respects on and as of the Closing Date (without giving effect to any “material”, “materially”, “materiality”, “Material Adverse Effect”, “material adverse effect”, “material adverse change” or similar qualification contained therein); (ii) all Taxes imposed on, asserted against or attributable to the properties, income or operations of the Company or any Taxes for which the Company are otherwise liable, for all Pre‑Closing Periods (including, for the avoidance of doubt, any sales (or similar) Taxes); (iii) all Taxes imposed on the Company as a result of the provisions of Treasury Regulations Section 1.1502‑6 or the analogous provisions of any state, local or foreign Law; and (iv) all Taxes imposed on the Company, or for which the Company may be liable, as a result of any transaction contemplated by this Agreement, except to the extent such amounts mentioned herein under this Section 7.04 were taken into account in calculating Closing Working Capital or Indebtedness. The Sellers’ indemnification obligations pursuant to this Section 7.04 shall survive until 60 days following the expiration of the applicable statute of limitations (giving effect to any extensions and waivers thereof).

Section 7.05 Post‑Closing Retention, Access and Cooperation.

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ARTICLE VIII

Termination and Abandonment; Indemnification

Section 8.01 Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, at any time prior to the Closing:

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Section 8.02 Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.01 by the Purchaser, on the one hand, or the Sellers’ Representative, on the other hand, written notice thereof shall forthwith be given to the other party specifying the provision hereof pursuant to which such termination is made, and this Agreement shall be terminated and become void and have no effect and there shall be no liability hereunder on the part of the Sellers, Purchaser or the Company, except that Section 8.01 (Termination), this Section 8.02, and Article IX shall survive any termination of this Agreement.

Section 8.03 Survival of Representations and Warranties. The respective representations and warranties of the Sellers and Purchaser contained in this Agreement or the Seller Disclosure Letter shall survive the Closing until the date that is 24 months from the Closing Date, except that (i) the representations and warranties contained in Section 3.02(a) (Authorization), Section 3.03 (Ownership of Shares), Section 3.05 (Capitalization), Section 3.17 (Broker’s or Finder’s Fees), and Section 4.02(a) (Authorization) shall survive indefinitely; and (ii) the representations and warranties contained in Section 3.13 (Employee Benefit Matters), Section 3.15 (Tax Matters), shall survive until 60 days following the expiration of the applicable statute of limitations (giving effect to any extensions and waivers thereof). Each covenant and other agreement of the Purchaser or Sellers hereunder shall survive in accordance with its terms. No Person shall be liable for any claim for indemnification under Article VIII unless a Claim Certificate is delivered by the Person seeking indemnification to the Person from whom indemnification is sought prior to the expiration of the applicable survival period, in which case the representation, warranty, covenant or agreement which is the subject of such claim shall survive, to the extent of the claims described in such Claim Certificate only, until such claim is resolved, whether or not the amount of the Losses resulting from such breach has been finally determined at the time the notice is given.

Section 8.04 Indemnification by Sellers. Subject to the other provisions of this Article VIII, from and after the Closing, the Individual Sellers shall jointly and severally, and the Trust Sellers shall severally but not jointly, indemnify the Parent, the Purchaser, the Company and each of their respective Subsidiaries, including, for the avoidance of doubt, GDC Media Limited (“GDC Media”), a private limited company registered under the laws of Ireland, (the “Purchaser Indemnitees”) and save and hold each of them harmless against any Losses suffered, incurred or paid, directly or indirectly, by them as a result of, arising out of or related to: (a) any failure of any representation or warranty made by the Sellers in this Agreement (whether or not contained in Article III) (other than (i) the representations and warranties contained in Section 3.15 (Tax Matters), which are addressed in Section 7.04 and (ii) the representations and warranties in Section 3.01, Section 3.02, Section 3.03, and Section 3.06, for which each of the Sellers’ obligations to indemnify the Purchaser Indemnitees shall be several and not joint) to be true and correct in all respects on and as of the date of this Agreement and on and as of the Closing Date as if made on such date (other than those made on a specified date, which shall be true and correct in all respects as of such specified date); (b) any breach of any covenant or agreement by the Sellers contained in this Agreement (c) any Company Transaction Expenses to the extent not paid by the Sellers prior to the Closing Date, paid by the Purchaser at the Closing pursuant to Section 2.02(h), or included in the calculation of the Working Capital Adjustment pursuant to Section 2.02; and (d) the Company’s historical practices with respect to the collection and remittance of sales and use Taxes to relevant state Governmental Entities relating to transactions that could be deemed taxable sales of “software as a service”, online subscriptions, or similar offerings for any Pre-Closing Period

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(this subsection (d) referred to herein as the “Sales Tax Indemnity”). For the avoidance of doubt, the Sellers’ obligations to indemnify and hold harmless Purchaser Indemnitees pursuant to clause (b) of the immediately preceding sentence shall not terminate until the full performance of the relevant covenants in accordance with their terms. Notwithstanding the foregoing, the obligation of the Sellers hereunder to indemnify the Purchaser Indemnities with respect to the Sales Tax Indemnity shall be exclusive to clause (d), above, and for the sake of clarity shall not be governed by clause (a), above.

Section 8.05 Indemnification by Purchaser. Subject to the limitations set forth in this Article VIII, from and after the Closing, the Purchaser agrees to and shall indemnify the Sellers (the “Seller Indemnitees”) and save and hold each of them harmless against any Losses suffered, incurred or paid, directly or indirectly, by them as a result of, arising out of, or related to: (a) any failure of any representation or warranty made by the Purchaser in this Agreement (whether or not contained in Article IV) or in any schedule, exhibit or certificate delivered pursuant to this Agreement to be true and correct in all respects on and as of the date of this Agreement and on and as of Closing Date as if made on such date (other than those made on a specified date, which shall be true and correct in all respects as of such specified date); and (b) any breach of any covenant or agreement by the Purchaser contained in this Agreement. For the avoidance of doubt, the Purchaser’s obligations to indemnify and hold harmless the Seller Indemnitees pursuant to clause (b) of the immediately preceding sentence shall not terminate until the full performance of the relevant covenants in accordance with their terms.

Section 8.06 Limitation on Indemnification. Notwithstanding anything to the contrary contained in this Agreement, (a) neither the Purchaser and the Parent nor the Sellers, as the case may be, shall be liable for any claim for indemnification pursuant to Section 8.04(a) or Section 8.05(a), as the case may be, unless and until the aggregate amount of Losses which may be recovered from the Sellers or the Purchaser, as the case may be, equals or exceeds $150,000 (the “Basket”), in which case the Sellers or the Purchaser, as the case may be, shall be liable for the aggregate amount of Losses including the amount of the Basket; provided, that the maximum aggregate amount of indemnifiable Losses which may be recovered for indemnification pursuant to Section 8.04(a) or Section 8.05(a), as the case may be, shall be, as of the date of any Claim Certificate evidencing any such Losses, an amount equal to $12,000,000 for Losses incurred prior to the first anniversary of the Closing Date, and, thereafter, an amount equal to $10,000,000, in each case, subject to Section 8.03; and (b) the maximum aggregate amount of indemnifiable Losses which may be recovered with respect to the Sales Tax Indemnity shall be an amount equal to the Sales Tax Holdback and, for the avoidance of doubt, the Basket limitation set forth under (a) above shall not apply with respect to the Sales Tax Indemnity. The foregoing limitations shall not apply to Losses incurred by any Purchaser Indemnitee in connection with or arising from any breach of any representation or warranty of the Sellers in Section 3.01 (Due Organization, Good Standing, etc.), Section 3.02 (Authorization), Section 3.03 (Ownership of Shares), Section 3.05 (Capitalization), Section 3.15 (Tax Matters) (other than Losses relating to the Sales Tax Indemnity), Section 3.16 (Cybersecurity and Intellectual Property) and Section 3.17 (Broker’s or Finder’s Fee), but the maximum aggregate amount of indemnifiable Losses which may be recovered for indemnification pursuant to Section 8.04(a) or Section 8.05(a), as the case may be, in connection with or arising from any breach of the foregoing representations or warranties of the Sellers shall be an amount equal to $27,500,000. With respect to any and all indemnification payments required to be made to the Purchaser Indemnitees hereunder that are a result of, relate to or arise from a claim for indemnification pursuant to the Sales Tax Indemnity, the Purchaser Indemnitees’ sole recourse shall be to recover amounts from and to the extent of the Sales Tax Holdback.

Section 8.07 Losses Net of Insurance, etc. The amount of any Loss for which indemnification is provided under Section 8.04 or Section 8.05 shall be net of (a) any specific accruals or reserves on the Financial Statements referenced in Section 3.08, (b) any amount for which a reserve or accrual is included in final Closing Working Capital or which has been taken into account as a current liability for purposes of the calculation of the Final Purchase Price, (c) any amounts recovered by the Indemnified Party (net of any

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costs of investigation of the underlying claim and of collection) pursuant to any indemnification by or indemnification agreement with any Person (other than this Agreement), (d) any insurance proceeds (net of any costs of investigation of the underlying claim and of collection and net of any Taxes arising as a result of the receipt of such insurance proceeds) received as an offset against such Loss, and (e) any Tax benefit available to the Company or the Purchaser or any Affiliate thereof as a result of such Loss in or prior to the year in which the Loss is claimed (each such source of recovery referred to in clauses (c), (d) and (e), a “Collateral Source”). In computing the amount of any such Tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or payment of any indemnified Loss. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 8.04 or Section 8.05 is received after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article VIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such receipt, any amount that the Indemnifying Party would not have had to pay pursuant to this Article VIII had such receipt occurred at the time of such payment. Each Indemnified Party shall take commercially reasonable steps to mitigate any Losses as soon as reasonably practicable after such Indemnified Party becomes aware of any event which does, or could reasonably be expected to, give rise to any such Losses, and shall take commercially reasonable steps to recover such Losses from any Collateral Source.

Section 8.08 Indemnification Procedure.

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Section 8.09 Third Party Claims.

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Section 8.10 Sole Remedy/Waiver. Except as otherwise provided herein, or in the case of fraud, criminal activity or willful misconduct, the parties hereto acknowledge and agree that, in the event that the Closing occurs, the remedies provided for in Section 7.04 and this Article VIII shall be the parties’ sole and exclusive remedies for any breach of the representations and warranties or covenants contained in this Agreement or any claims relating to this Agreement, other documents, certificates or agreements delivered in connection with this Agreement, the Company or any Law or otherwise. The parties hereto expressly intend that the remedies provided for in Section 7.04 and this Article VIII shall apply to direct claims between the parties hereto (whether or not involving a third party).

Section 8.11 Sellers’ Waiver. Notwithstanding anything to the contrary contained herein, the Sellers hereby waive and acknowledge that they shall not exercise or assert, any right of contribution or right to indemnity or any other right or remedy against the Company in connection with any indemnification obligation or any other Liability to which the Sellers may become subject under this Agreement or otherwise in connection with any of the transactions contemplated herein.

ARTICLE IX

Miscellaneous

Section 9.01 Fees and Expenses. Except as set forth herein, all costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby shall be paid by the party incurring such costs and expenses; provided, that the Sellers shall pay all such costs and expenses incurred by the Company and not included within Company Transaction Expenses.

Section 9.02 Extension; Waiver. Subject to the express limitations herein, at any time prior to the Closing, the parties hereto may (a) extend the time for the performance of any of the obligations or other acts of the other party hereto, (b) waive any inaccuracies in the representations and warranties contained herein by the other party or in any document, certificate or writing delivered pursuant hereto by such other party or (c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of any party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by or on behalf of such party. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed as a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.

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Section 9.03 Notices. Except as otherwise provided herein, all notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered by hand or overnight courier service or sent by email transmission to the respective parties as follows (or, in each case, as otherwise notified by any of the parties hereto) and shall be effective and deemed to have been given (a) immediately when sent by email before 6:00 P.M. (New York City time) on any Business Day (and when after such time), on the next Business Day), and (b) when received if delivered by hand or overnight courier service on any Business Day:

▇▇▇▇▇ ▇▇▇▇▇▇▇▇
[***]

 

Email: [***]

with a copy (which shall not constitute notice or service of process) to:

Husch ▇▇▇▇▇▇▇▇▇, LLP

▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇ O’Day

Email: [***];

c/o ▇▇▇▇▇▇▇▇.▇▇▇ Group Limited

GDC America Inc.

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Email: [***];

with copies (which shall not constitute notice or service of process) to:

White & Case LLP

▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇

▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ 60323

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇

Email: [***]

 

and

 

White & Case LLP

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Email: [***]

Notices sent by multiple means, each of which is in compliance with the provisions of this Agreement will be deemed to have been received at the earliest time provided for by this Agreement.

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Section 9.04 Entire Agreement. This Agreement, together with the Exhibits hereto and the Seller Disclosure Letter, contains the entire understanding of the parties hereto with respect to the subject matter contained herein and supersedes all prior agreements and understandings, oral and written, with respect thereto, other than the Confidentiality Agreement. This Section 9.04 shall not be deemed to be an admission or acknowledgement by any of the parties hereto that any prior agreements or understandings, oral or written, with respect to the subject matter hereof exist, other than the Confidentiality Agreement.

Section 9.05 Binding Effect; Benefit; Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto. Except with respect to Article VIII of this Agreement, which shall inure to the benefit of each Purchaser Indemnitee and Seller Indemnitee, all of whom are intended as express third‑party beneficiaries thereof, no Person, other than GDC Media Limited, who is not party to this Agreement shall be entitled to the benefits of this Agreement. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other party including, without limitation, to any beneficiary of a Seller if such Seller is a trust (except as expressly set forth herein); provided, that the Purchaser may assign its rights, interests and obligations hereunder (a) to any direct or indirect wholly owned Subsidiary of the Parent or to any Affiliate of which the Purchaser is a direct or indirect wholly owned Subsidiary, (b) in connection with the transfer by the Purchaser of all or substantially all of the capital stock and/or assets of the Company and or its Subsidiaries and (c) for the purpose of securing any financing of the transactions contemplated hereby. Any attempted assignment in violation of this Section 9.05 will be void. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance with Section 9.02 without notice or liability to any other person. In some instances, the representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Section 9.06 Amendment and Modification. This Agreement may not be amended except by a written instrument executed by all parties to this Agreement.

Section 9.07 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument. Signed counterparts of this Agreement may be delivered by facsimile and by scanned .pdf image.

Section 9.08 Applicable Law; Arbitration.

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Section 9.09 Severability. If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any applicable Law or public policy, all other conditions and provisions of this Agreement shall nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the fullest extent possible; provided, that notwithstanding anything in this Agreement to the contrary, the parties hereto intend that the remedies and limitations thereon (including Article VIII, Section 9.05, Section 9.08, Section 9.10, and Section 9.11) to each be construed as an integral provision of this Agreement and that such remedies and limitations shall not be severable in any manner that increases any party’s liability or obligations hereunder and no party hereto shall be required to take any action that would increase any such obligations or liabilities of any such Person.

Section 9.10 Specific Enforcement; Limitation on Damages. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached or threatened to be breached and that an award of money damages would be inadequate in such event. Accordingly, it is acknowledged that the parties shall be entitled to seek equitable relief, without proof of actual damages, including an Order for specific performance to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity as a remedy for any such breach or threatened breach. Each party further agrees that neither the other party nor any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.10, and each party hereto irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each party further agrees that the only permitted objection that it may raise in response to any action for equitable relief is that it contests the existence of a breach or threatened breach of this Agreement.

Section 9.11 Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, AND SHALL CAUSE ITS SUBSIDIARIES AND AFFILIATES TO WAIVE, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 9.12 Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and have participated jointly in the drafting of this Agreement and, therefore, waive the application of any Law, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

Section 9.13 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 9.14 No Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no other Person that is not a party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether (to the extent valid under applicable Law) in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions

64

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contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. In no event shall the Company or any of its Affiliates, and the Company agrees not to and to cause its Affiliates not to, seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Person not a party to this Agreement.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the Sellers, Purchaser, and Parent (solely for purposes of agreeing to the provisions listed below) have caused this Agreement to be duly executed by their respective officers thereunto duly authorized, all as of the date first above written.

 

 

▇▇▇▇▇ ▇▇▇▇▇▇▇▇		Seller 2A
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇		Ilk 2021 Charitable Remainder Unitrust dated November 22, 2021
		By:	Trustee Services Group, PLLC, Trustee
▇▇▇▇▇▇▇ ILK		By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ Ilk				Managing Principal
		Seller 3A
		▇▇▇▇▇▇▇▇ 2021 Charitable Remainder Unitrust dated November 22, 2021
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇		By:	Trustee Services Group, PLLC, Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇		By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Managing Principal
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇		Seller 4A
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇		▇▇▇▇▇▇▇ 2021 Charitable Remainder Unitrust dated November 22, 2021
		By:	Trustee Services Group, PLLC, Trustee
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇		By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇				Managing Principal

 

 

 

 

 

 

 

 

 

 

 

 

[Signature page to Stock Purchase Agreement]

 

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GDC AMERICA, INC.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:		President

 

 

 

 

 

 

 

 

Joined solely for purposes of agreeing to the provisions of Section 2.02 to the extent related to issuance of Parent Shares, Section 3.06, Section 4.03, Section 4.04, Section 4.05, Section 4.09, Section 5.10, Section 5.11, Article VI, and Article VIII:

 

 

▇▇▇▇▇▇▇▇.▇▇▇ GROUP LIMITED
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:		Chief Executive Officer

 

 

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Seller	Number of Common Shares	Number of Preferred Shares	Total Number of Shares	% of Shares
Seller 1	[***]	[***]	[***]	[***]
Seller 2	[***]	[***]	[***]	[***]
Seller 3	[***]	[***]	[***]	[***]
Seller 4	[***]	[***]	[***]	[***]
Seller 5	[***]	[***]	[***]	[***]
Seller 2A	[***]	[***]	[***]	[***]
Seller 3A	[***]	[***]	[***]	[***]
Seller 4A	[***]	[***]	[***]	[***]

 

68

 

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Defined Term	Section
Agreed Claim	Section 8.08(c)
Agreement	Preamble
Alternate Transaction	Section 5.04(a)
Applicable Sales/Use Taxes	Section 7.05(d)
Arbitrator	Section 2.03(c)(i)
Balance Sheet Date	Section 3.08(a)
Basket	Section 8.06
Claim Certificate	Section 8.08(a)
Closing	Section 2.04(a)
Closing Date	Section 2.04(a)
Closing Statement	Section 2.03(a)
COBRA	Section 3.13(k)
Collateral Source	Section 8.07
Common Stock	First Recital
Company	Preamble
Company Plan	Section 3.13(a)
Competing Business	Section 5.08(a)(i)
Continuing Employee	Section 5.12(a)
Copyleft Terms	Section 3.16(k)
Disputed Amounts	Section 2.03(c)
DOL	Section 3.13(b)
End Date	Section 8.01(b)(ii)
ERISA	Section 3.13(a)
ERISA Affiliate	Section 3.13(a)
Estimated Closing Cash	Section 2.02(e)
Estimated Closing Indebtedness	Section 2.02(e)
Estimated Closing Statement	Section 2.02(e)
Estimated Closing Working Capital	Section 2.02(e)
Estimated Company Transaction Expenses	Section 2.02(e)
Exchange Act	Section 3.21
Financial Statements	Section 3.08(a)
HIPAA	Section 3.13(h)
ICC Rules	Section 9.08(b)
Indemnified Party	Section 8.08(a)
Indemnifying Party	Section 8.08(a)
Individual Seller	Preamble
Interim Financial Statements	Section 3.08(a)
Interim Period	Section 5.03(a)
IP Licenses	Section 3.18(a)(xv)
Knowledge of the Sellers	Section 1.05
Lock-Up Period	Section 5.10(b)
Lock-Up Shares	Section 5.10(a)
Material Contract	Section 3.18(a)

 

69

 

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Multiemployer Plan	Section 3.13(c)
Notice of Objection	Section 2.03(b)
Open Source Materials	Section 3.16(k)
Purchaser	Preamble
Parent Financial Statements	Section 4.05(b)
Permits	Section 3.11
Preferred Stock	First Recital
Purchase Price Adjustment	Section 2.03(d)
Purchaser	Preamble
Purchaser Indemnitees	Section 8.04
Real Property Leases	Section 3.20(b)
Registered Intellectual Property	Section 3.16(a)
Return	Section 3.15(a)
Sales Tax Indemnity	Section 8.04(d)
SEC Filings	Section 4.05(a)
Securities Act	Section 2.02(b)
Seller	Preamble
Seller 1	Preamble
Seller 2	Preamble
Seller 2A	Preamble
Seller 3	Preamble
Seller 3A	Preamble
Seller 4	Preamble
Seller 4A	Preamble
Seller 5	Preamble
Seller Disclosure Letter	Article III
Seller Indemnitees	Section 8.05
Sellers’ Representative	Preamble
Shares	First Recital
Tax Matter	Section 7.02(a)
Tax Refund	Section 7.01(e)
Third Party Claim	Section 8.09(a)
Trade Secrets	Article I
Transfer	Section 5.10(b)
Transfer Taxes	Section 7.01(g)
Trust Seller	Preamble
Trustee	Section 2.04(b)(vi)
USPTO	Section 3.16(b)
USCO	Section 3.16(b)

 

70

 

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Exhibit 1.1

Form of Employment Agreement

71

 

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Exhibit 1.2

Form of Employment Agreement

 

72

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Exhibit 2

Form of Confidential Information and Invention Assignment Agreement (CIIAA)

73

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74

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