Asset Purchase Agreement dated September 28, 2022, between Reprints Desk, Inc. and FIZ Karlsruhe Leibniz-Institut fr Informationsinfrastruktur GmbH

Upon the terms and subject to the conditions of this Agreement, Seller shall assign and transfer with effect as of 31 December 2022, 24:00 hours (the “Effective Date”) to Purchaser, and Purchaser shall assume by way of an assumption of contract with full discharge of Seller (im Wege der Vertragsübernahme mit befreiender Wirkung), all rights, claims, obligations and liabilities resulting from the contracts set forth in Exhibit 3.1.1 (the “Sold Contracts”), except for rights, claims, obligations and liabilities resulting from (i) Sold Contracts for which the consent of the contract partner pursuant to Section 3.3 has not been obtained prior to the Effective Date and (ii) Document Purchases made prior to the Effective Date.

Any claims, receivables, obligations and liabilities resulting from Document Purchases accepted by Seller until the Effective Date shall be allocated to Seller irrespective of the time of performance of the service. Any claims, receivables, obligations and liabilities resulting from Document Purchases made to and accepted by Purchaser after the Effective Date shall be allocated to Purchaser. For a period of two (2) years from the Effective Date, Seller shall not accept Document Purchases from contract partners of the Sold Contracts and shall refer such

For the avoidance of doubt, Seller does not assign or transfer any assets other than the Sold Contracts.

Payments under Sold Contracts which have been made by third parties to either Purchaser or Seller (“Receiving Party”) with respect to claims or receivables that are allocated to the respective other Party pursuant to this Agreement, shall be Notified by the Receiving Party to the other Party within ten (10) Business Days after the end of the calendar month in which such payments have been received by the Receiving Party. All such payments received by the Receiving Party within a calendar month shall be forwarded to the respective other Party within twenty (20) Business Days following the end of the respective calendar month. If such payments include VAT, the Receiving Party shall forward the net amount of such payments (i.e. exclusive of VAT) to the other Party only if the VAT on such payments are owed by the Receiving Party to the Taxing Authorities.

Payments under Sold Contracts which have been made by either Purchaser or Seller (“Paying Party”) on liabilities allocated to the other Party pursuant to this Agreement, shall be notified by the Paying Party to the other Party within ten (10) Business Days after the end of the calendar month in which the payment has been made by the Paying Party. All such payments made by the Paying Party within a calendar quarter shall be reimbursed by the respective other Party within twenty (20) Business Days following the end of the respective calendar month. If such payments include VAT, the other Party shall reimburse to the Paying Party the net amount of such payments (exclusive of VAT), if and to the extent the Paying Party can claim input VAT with respect to the included VAT amount.

Unless otherwise agreed between the Parties and notwithstanding a termination pursuant to Section 3.3.3, from the date of the receipt of the Base Amount by Seller pursuant to Section 4.1 until the 31 January 2023, Seller and Purchaser shall use commercially reasonable efforts (i) to obtain the consents of the contract partner of any Sold Contract that are required for an assumption of the Sold Contracts by Purchaser with effect from the Effective Date, or (ii) to induce the contract partner to renew the contract with the Purchaser with or without changes, or to enter into a new contract with Purchaser on terms substantially similar to the terms of the relevant Sold Contract. For the avoidance of doubt, Seller shall not assign the Sold Contracts to any other third party or to induce contract partners of Sold Contracts not to consent to the assignment to Purchaser.

In order to transfer the Sold Contracts from Seller to Purchaser, Seller and Purchaser shall request from the relevant contract partners approval of the intended transfer of the Sold Contracts (including personal information) by way of a consent letter substantially as set forth in Exhibit 3.3.2 or to take other measures that are required by applicable laws to transfer the Sold Contracts to Purchaser, e.g. by offering a novation agreement to the respective contract partner. Purchaser shall only contact contract partners of Sold Contracts upon such contract partner having approved the transfer of its contact data to Purchaser. Seller and Purchaser shall notify each other without undue delay once either of them has received a consent of a contract partner.

Seller shall be entitled to terminate any Sold Contract subject to the condition precedent that the relevant contract partner does not consent, prior to the Effective Date, to the transfer of the relevant Sold Contract from Seller to Purchaser.

For the avoidance of doubt, nothing in this Section 3.3 shall require Seller or Purchaser to make any payment (except to the extent advanced, assumed or agreed in advance to be reimbursed by Purchaser), incur any obligation or grant any concession in order to effect any transaction contemplated by this Section 3.

Purchaser shall pay to Seller a base purchase price for the Sold Contracts (the “Base Amount”) in the amount of

The Base Amount shall be due five (5) Business Days after the conclusion of this Agreement.

Seller shall be entitled to withdraw (zurücktreten) from this Agreement if it has not received the Base Amount within the time period set forth in Section 4.1.2.

Purchaser shall pay to Seller an additional purchase price of up to EUR 250,000 (in words: two hundred fifty thousand Euro) (the “Base Amount Plus”) for Sold Contracts which are effectively transferred to Purchaser (“Transferred Contracts”). A Sold Contract shall be considered a Transferred Contract, if (i) the relevant contract partner has consented to the transfer of the contract pursuant to Section 3.3.2, the relevant contract partner has renewed the contract with the Purchaser with or without changes, or the relevant contract partner has entered into a new contract with Purchaser on terms substantially similar to the terms of the relevant Sold Contract, in each

The Base Amount Plus shall be calculated based on the proportion of the trailing twelve months’ revenues of the Transferred Contracts compared to the trailing twelve months’ revenues of all Sold Contracts. “TTMR” shall mean the total net service fees earned by Seller from document requests made under a Sold Contract in the time period beginning on 1 August 2021, 0:00 hours and ending on 31 July 2022, 24:00 hours as set out for each of the Sold Contracts in Exhibit 3.1.1.

The Base Amount Plus shall be (i) the total TTMR of the Transferred Contracts divided by the total TTMR of all Sold Contracts, (ii) multiplied by EUR 550,000, (iii) minus the Base Amount, provided that the Base Amount Plus shall not be a negative amount:

Purchaser shall provide Seller with a list of the Transferred Contracts as of 30 June 2023 not later than 31 July 2023 for Seller’s review. The Base Amount Plus shall be due on 30 September 2023. In case of a dispute in relation to the list of the Transferred Contracts, the Parties shall seek to settle any such dispute amicably prior to 30 September 2023. In case the Parties cannot settle any such dispute, Section 4.3.2 shall apply mutatis mutandis.

For a period of three (3) years following the Effective Date, Purchaser shall provide Seller on a quarterly basis, at the latest on the last day of the month following the last day of the respective quarter, with the number of all orders Purchaser has received from customers under the Transferred Contracts and the transactions resulting from these contracts, including the type of delivery (“direct download”, “standard” or “rush”) (the “Bonus Information”).

If Seller has reason to believe that the Bonus Information provided by Purchaser pursuant to Section 4.3.1 is incorrect, Seller may request that the Bonus Information is reviewed by one of

In addition to the Base Amount and the Base Amount Plus, Purchaser shall pay to Seller, for the period set forth in Section 4.3.1 above, a bonus based on the service fee revenues of Purchaser, as more fully described in Section 4.3.4 below, resulting from the Transferred Contracts (the “Bonus Amount”; the Bonus Amount together with the Base Amount and the Base Amount Plus, the “Purchase Price”).

The Bonus Amount shall be the amount of the accumulated and collected net service fees for Document Purchases which Seller would have charged to the contract partners of the Transferred Contracts had such Contracts not been transferred to Purchaser and had Seller continued to provide the services to the contract partners. The net service fees shall not include supplier fees, copyright fees, and any other fees that normally would not have been retained by Seller, and are set out in detail in Exhibit 4.3.4-A. For the avoidance of doubt, the Bonus Amount (i) shall not include service fee payments with which contract partners of the Transferred Contracts are in default and (ii) shall be independent of the amount of service fees or other fees which are actually charged by Purchaser. In addition, Seller acknowledges that some of the Transferred Contracts may come from contract partners that are already existing customers of Purchaser. In Exhibit 4.3.4-B, Purchaser has provided a list of these customers and Purchasers’ trailing twelve month’s of services fees from those customers for the period ending 31 July, 2022 (the “Existing Customers”). Seller acknowledges that for Existing Customers, the Bonus Amount shall only be payable based upon accumulated and collected net services fees over and above the trailing twelve month’s net services fees from each Existing Customer.

The Bonus Amount shall be paid by Purchaser in portions on a quarterly basis. Each portion of the Bonus Amount shall be due twenty-five (25) Business Days after the last day of the respective quarter.

The Purchase Price (including, for the avoidance of doubt the Bonus Amount) is meant to be a net amount that does not include any VAT. To the extent that the execution or consummation of this Agreement or any of the transactions contemplated by this Agreement is subject to VAT in any jurisdiction, such VAT shall be paid by Purchaser in addition to the Purchase Price if and to the extent such VAT is owed by Seller to the Taxing Authorities; the VAT shall also be paid in

Within twenty (20) Business Days after the Effective Date, Seller shall issue an invoice to the Purchaser in accordance with the applicable VAT laws. Purchaser shall pay the VAT amount (if any) within three (3) Business Days after receipt of such invoice to Seller (or directly to the competent Taxing Authority in case of a reverse-charge procedure). If the VAT actually payable as a consequence of the execution or consummation of this Agreement or any of the transactions contemplated by this Agreement turns out to be higher or lower than the amount shown on the relevant invoice (including if no VAT has been invoiced at all), the Parties shall fully cooperate with each other to reflect a proper VAT treatment. In particular, the Parties shall make appropriate declarations and filings with the competent Taxing Authorities, amend any invoices (to the extent required by the applicable laws) and make any required payment with respect to VAT (including interest and/or penalties assessed thereon) to each other and the competent Taxing Authority, respectively, in each case without undue delay (unverzüglich). Any interest due on the VAT owed to the competent Taxing Authority by Seller shall be borne by the Purchaser.

Purchaser shall Notify Seller without undue delay if any of Seller’s claims against customers under the Sold Contracts acquired by Purchaser under this Agreement becomes uncollectable (zahlungsgestört) and provide any information necessary for Seller to conduct the VAT correction according to applicable VAT law (e.g. pursuant to Section 17 German VAT Act (Umsatzsteuergesetz)). For purposes of this Agreement a claim under the Sold Contracts shall be deemed uncollectable if the relevant customer has not settled it within 90 days after the claim has become due.

If withholdings of whatever nature are due on payments to be made by Purchaser on any of the transactions contemplated by this Agreement, Purchaser shall make the necessary gross up payments to leave Seller after the deduction of the relevant withholding tax with an amount equal to the payment which would have been due if no withholding Tax deduction had been required.

Any Transfer Tax incurred out of or in connection with the execution or consummation of this Agreement or any of the transactions contemplated by this Agreement shall be borne by Purchaser.

Claims under this Section 4.4 shall become time-barred upon expiration of six (6) months after the applicable statutory limitation of the relevant Tax.

Any payments to Seller under or in connection with this Agreement shall be made by Purchaser by wire transfer in immediately available funds free of any bank and other charges to the following bank account or other bank accounts as Notified to Purchaser by Seller (the “Seller Account”):

Any payments to Purchaser under or in connection with this Agreement shall be made by Seller by wire transfer in immediately available funds free of any bank and other charges to a bank account Notified by Purchaser to Seller at the latest ten (10) Business Days prior to the relevant due date (such Notified account, the “Purchaser Account”).

All payments to be made under this Agreement shall be payable in Euro.

Seller represents and warrants to Purchaser by way of an independent promise of guarantee (selbständiges Garantieversprechen) pursuant to Section 311 BGB, and with the remedies pursuant to Section 7 below which form an integral part and define the scope of this promise of guarantee that the statements contained in Section 6.2 are true and correct as of the date of this Agreement (“Warranties”).

Each of the Warranties shall be construed independently and, except where this Agreement provides otherwise, shall not be limited by another Warranty or any other provision in this Agreement.

The Warranties shall not be considered as constituting guarantees as to the quality or durability (Beschaffenheitsvereinbarung) pursuant to Sections 443 and 444 BGB.

Except as disclosed in Exhibit 6.2.1-A, the terms and conditions of the Sold Contracts listed in Exhibit 3.1.1 marked as “Premium Contracts” do not substantially or materially deviate from the two example agreements for “Premium Contracts” attached as Exhibit 6.2.1-B, provided, that a deviation shall in particular not be considered substantial if a termination period included in a Sold Contract marked as “Premium Contract” does not deviate from the termination periods mentioned in Exhibit 6.2.1-A for such Sold Contract. Except as disclosed in Exhibit 6.2.1-A, the standard terms and conditions (Allgemeine Geschäftsbedingungen) applicable to the Sold Contracts listed in Exhibit 3.1.1 marked as “T&C Contracts” do not substantially deviate from the standard terms and conditions (Allgemeine Geschäftsbedingungen) attached as Exhibit 6.2.1-C, provided, that a deviation shall in particular not be considered substantial if (i) a termination period included in a Sold Contract marked as “T&C Contracts” deviates from the termination period included in the standard terms and conditions by not more than six (6) months, or (ii) a deviation included in a Sold Contract marked as “T&C Contracts” does not adversely impact the turnover that can be generated with such Sold Contract by more than 20% compared to a Sold Contract subject to the standard terms and conditions attached as Exhibit 6.2.1-C.

The Terms and Conditions of the Sold Contracts do not restrict Seller in its ability to set copyright fee pricing for Document Purchases.  Notwithstanding the foregoing, Seller makes no representation or warranty as to whether the laws of a particular country may impose restrictions on copyright pricing.

Within the last three (3) years prior to the Effective Date, neither the contract partners of Sold Contracts nor consumer protection agencies have claimed in writing vis-à-vis the Sellers that the terms and conditions attached as Exhibit 6.2.1-C violate Sections 305 et seq. BGB on general terms and conditions.

Within three (3) years prior to the Effective Date, no litigation has been pending in relation to the Sold Contracts, and, to Seller’s best knowledge, no such litigation has been threatened against the Seller in writing.

To Seller’s best knowledge, no German public licences or permits were required to perform the obligations of the Seller under the Sold Contracts prior to the Effective Date.

If Purchaser becomes aware of any facts or circumstances which result or may result in a claim of Purchaser pursuant to this Agreement (each such claim, a “Purchaser Claim”), Purchaser shall give Seller Notice thereof promptly after the discovery of the relevant facts or circumstances, but in no event later than thirty (30) Business Days thereafter, stating in such Notice in reasonable detail the nature of the relevant claim, and its factual and legal basis.

Purchaser shall, and shall cause its applicable Affiliates to, give such information and assistance, including access to the premises and the representatives of Purchaser and its Affiliates and the right to examine and copy or photograph any assets, accounts, books, records and other documents, as Seller, Seller’s Affiliates or their respective representatives, as applicable, may request in order to assess the relevant facts or circumstances alleged to give rise to the relevant Purchaser Claim. Seller shall reimburse Purchaser for expenses reasonably incurred by Purchaser for such assistance.

Third Party Claim Procedure

For a period of two (2) years from the Effective Date and subject to Section 8.1.2, Seller hereby undertakes that Seller will not, and Seller shall ensure that its Affiliates will not,

On its website(s) and in its products, Seller sets certain hyperlinks to publishers and “Open Access” platforms. The Parties agree that this shall not constitute a violation of Section 8.1.1 nor of Section 3.1.2, neither currently nor in the future. For the avoidance of doubt, the website will not have any hyperlinks to any document suppliers previously used by Seller.

Seller’s aggregate total liability for any and all claims under this Agreement, except for claims pursuant to Section 3.2.1, shall be limited to an amount of EUR 150,000 (in words: One hundred fifty thousand Euro).

Seller shall not be liable for any indirect damages (mittelbare Schäden), consequential damages (Folgeschäden) or lost profits (entgangene Gewinne).

All claims of Purchaser arising under or in connection with this Agreement shall become time-barred (verjähren) fifteen (15) months after the Effective Date, except for:

Section 203 sentence 1 BGB shall not apply.

Subject to Section 10.2, any and all costs and expenses in connection with the execution and consummation of this Agreement and the Transaction shall be borne by Purchaser.

Each Party shall bear the costs and fees of its own advisors.

No Assignment

This Agreement and any rights and obligations hereunder may not be assigned or otherwise transferred, in whole or in part, without the prior approval of the applicable other Party hereto (to be granted by way of Notice).

Unless expressly provided herein, this Agreement shall not grant any rights to any person or entity other than the Parties.

No amendment, supplement, modification or waiver of this Agreement or parts thereof (including this Section 11.2) shall be binding unless executed in writing by the Parties.

This Agreement (including its Exhibits) constitutes the full understanding of the Parties and the complete and exclusive statements of the terms and conditions of the Parties’ agreements relating to the subject matter hereof and supersedes any and all prior agreements and understandings, whether written or oral, that may exist between the Parties with respect to the subject matter of this Agreement or parts thereof. Side agreements to this Agreement do not exist. All Schedules to this Agreement are integral part of the Agreement.

This Agreement shall be governed by, and construed in accordance with, the laws of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

All disputes arising in connection with this Agreement or its validity shall be finally settled in accordance with the Arbitration Rules of the German Institution of Arbitration (DIS) without

Should any provision of this Agreement be or become invalid, ineffective or unenforceable as a whole or in part, the validity, effectiveness and enforceability of the remaining provisions shall not be affected thereby. Any such invalid, ineffective or unenforceable provision shall be deemed replaced by such valid, effective and enforceable provision as comes closest to the economic intent and the purpose of such invalid, ineffective or unenforceable provision as regards subject-matter, amount, time, place and extent. The aforesaid shall apply mutatis mutandis to any gap in this Agreement.