SHARE PURCHASE SALE AGREEMENT Between TransUnion Netherlands II B.V. (The Purchaser) and Those persons specified in Annex B (The Sellers) and exclusively for the purpose of Article IX and Section 10.06 of this Agreement, TransUnion (The Guarantor) Dated February 8, 2016

Definitions.                                    7

Use and Interpretation.                                15

Purchase Sale of Shares which are the Object of the Purchase and Closures.    16

Payment Method.                                17

Adjustment to the Provisional Purchase Price.                    17

Documents of the First Closure.                        19

Documents of the Second Closure.                        20

Conditions Precedent of the Second Closure                    21

Organization and Authority.                            22

Authorizations.                                22

Shares Subject to Purchase; Title.                        22

Absence of Conflict.                                23

Litigation.                                    24

Governmental Approvals.                            24

Information Disclosure and Data Room.                    24

OFAC Lists.                                    24

Existence.                                    25

Statutes.                                    25

Absence of Conflict.                                25

Capitalization.                                    25

Operations with Related Parties.                        26

Financial Statements of the Company.                        26

Books and Records.                                27

Litigation.                                    27

Compliance with the Law; Permits.                        27

Taxes.                                        28

Assets.                                    28

Material Contracts.                                29

Guarantees                                    29

Intellectual Property.                                29

Protection of Data.                                30

Insurance.                                    30

Labor Matters.                                    31

Properties; Leases.                                31

Intermediaries.                                32

OFAC lists.                                    32

Only representations and warranties in relation to the CIFIN (Central de Información Financiera; a Colombian credit bureau).                            32

Existence.                                    33

Authorizations.                                33

Absence of Conflict.                                33

Disputes.                                    34

Funds.                                        34

Exchange obligations.                                34

Compliance with the Law.                            34

Intermediaries.                                35

Due Diligence                                    35

OFAC Lists.                                    35

Best Efforts.                                    35

Confidentiality.                                35

Public Announcements.                            36

Offer to Non-Private Entities.                            37

Non-Competitiveness.                                37

Confidentiality.                                37

Use of the Brand.                                37

Service Agreements                                37

Division of Profits                                38

Indemnization on behalf of the Sellers.                        38

Indemnization on behalf of the Buyer.                        38

Procedure for Direct Claims.                            39

Third Party Claim .                                39

Limitations to the Indemnization on behalf of the Sellers.            41

Responsibility of the Sellers.                            41

Limitations to the Indemnization on behalf of the Buyer.            41

Guarantee                                    42

Authorizations                                    42

Notifications.                                    43

Modifications; Waivers.                            44

Costs and Expenses.                                45

Successors and Transferees.                            45

Applicable Law.                                45

Arbitration Clausea.                                45

Copies.                                    45

Divisibility.                                    45

Beneficiaries.                                    46

Waiver to the Tacit Resolutory Condition                    46

Joint but not Several Responsibility.                        46

Agreements which involve obligations made by or due to the Company for an amount which is greater than four hundred million Pesos (COP$400,000,000).

Any Agreement which imposes limitations or restrictions on the Company’s ability to compete freely, or exclusivity obligations.

Agreements concluded by the Company which relate to a joint-venture, consortium, future company, or similar agreements.

Agreements related to the disposal of any Business line or a material amount of the Company’s Assets. For the purpose of quantification, a material amount is an amount which is more than four hundred million Pesos (COP$400,000,000) or those assets without which it would be impossible for the Company to carry out its Normal Course of Business.

Those Agreements through which the Company incurs or guarantees a debt or has loaned or committed to loan, or which grants Encumbrances over any of the Company’s Assets (excluding, in all circumstances, treasury operations carried out in the Normal Course of Business).

Agreements under which the Company commits to provide capital contributions, or similar payments to any Person.

Agreements which imply the payment or creation of any commitment or obligation on the part of the Company to pay any compensation, termination, a “golden parachute”, acceleration or early termination due to a “change of control” or similar payments, to any current or past employee or any third party.

Agreements which demand that a Person or shareholder continues with the Company (key man provisions).

Agreements between the Company and one of the Sellers or any of the Affiliates of any of the Sellers.

Agreements which may not be terminated through delivery of a termination notification by the Company or which may be terminated through delivery of said notification, but only after 90 or more days following delivery of this notification by the Company.

Agreements which provide for a penalty or any other pecuniary consequence for the Company through terminating the respective agreement.

Agreements with Government Entities or with a Person controlled by a Governmental Entity.

Agreements or arrangements with a third party for the development of products or services which are, or shall be, offered by the Company or which provide systems maintenance or operational services for Company systems.

Agreements with a Person (as distinct from a Company Employee) which authorize said Person to act as the Company’s proxy, representative or agent.

Agreements between the Company and a broker, commission agent or agent which obliges the Company to make any type of payment to such a broker, commission agent or agent.

Any commitment, whether verbal or written, whose purpose or effect is to oblige or commit the Company to conclude, execute or undertake any of the acts, actions, business, or agreements established under points (i) to (xvi) above.

References to a particular gender include all genders;

Singular includes the plural and plural includes singular;

A reference to a Person must also be understood to include the Person’s successors and assignees which are allowed under any agreement, instrument, contract or other document;

“Including” must be understood as “including but not limited to” except where the text of this Agreement expressly shows that [the meaning] is restricted;

Reference to applicable Laws or legal provisions includes all applicable laws or legal provisions added, extended, consolidated, modified or replaced from time to time and to any order, regulation, instrument or other provision constituted by virtue of the same;

References to this Agreement shall be interpreted as references to this Agreement including its Annexes or any other document which modifies or replaces the same from time to time;

The headings included within this Agreement have been incorporated for convenience and shall not be considered as forming part of the same, nor shall they limit, define or describe the scope of terms and provisions within the same;

All accounting terms which are not specifically defined within this Agreement must be interpreted in accordance with the Laws which are applicable to the respective Party;

All references to days included within this Agreement must be understood as calendar days, unless it is expressly indicated that the reference is to Working Days; and

The parties have participated jointly in the negotiation and drafting of this Agreement. In the case of any ambiguity or doubt in relation to the intention or interpretation of any Clause, Section, Paragraph, Appendix or Annex to this Agreement, these shall be interpreted as if they had been drafted jointly by the Parties and no assumption or burden of proof shall be used to favor or disadvantage any of the Parties by virtue of the authorship of the provisions of this Agreement.

In accordance with, and subject to the terms and conditions contained within this Agreement, on the Signing and First Close Date, the Sellers may transfer and deliver through a purchase sale, and free of all encumbrance, the Initial Shares which represent 71% of the Company’s Shares, and the Purchaser may acquire the Initial Shares (said act shall be referred to as the “First Close”).

On the Signing and First Close Date each Seller may transfer to the Purchaser the number of shares which are identified against their name in Annex E.

In accordance with, and subject to, the terms and conditions contained within this Agreement, on the Second Close Date, the Sellers shall transfer and deliver through a purchase sale, and free of all encumbrance, the Additional Shares, which on the Signing Date represent 23.51% of the Company’s Shares, and the Purchaser shall acquire the Additional Shares (said act shall be referred to as the “Second Close”).

On the Second Close Date, each Seller must transfer to the Purchaser the number of shares identified against their name in Annex E, and each Adherent must transfer 100% of their share in the Company.

Subject to fulfillment (or waiver on the part of the Purchaser) of the Conditions Precedent for the Second Close, the Second Close shall take place on May 31, 2016 at 12:00 midday, or on any other date or hour which the Parties may agree in writing (the “Second Close Date”), at the offices of Gómez-Pinzón Zuleta Abogados at Calle 67 No. 7-35 oficina 1204 in Bogota, Colombia.

On the Signing and First Close Date, the Purchaser may transfer to the Sellers through one or more bank transfers, and in the proportion specified in Annex K, immediately available funds of a sum equal to (i) four hundred and forty-five thousand nine hundred and eight-eight million, three hundred and fifty-seven thousand, three hundred and seventy-eight Pesos and thirty-three cents (COP$445,988,357,378.33) (the “Initial Shares Purchase Price”).

On the Second Close Date, the Purchaser shall transfer to the Sellers through one or more bank transfers to the bank accounts and in the proportions specified in Annex L, immediately available funds of a sum equal to (i) the Provisional Purchase Price, less (ii) the Initial Shares Purchase Price, plus (iii) any additional sum which must be paid by the Purchaser to the Sellers by virtue of the Adjustment to the Provisional Purchase Price calculated in accordance with Section 2.03, less (iv) any sum which the Sellers must pay to the Purchaser by virtue of an Adjustment to the Provisional Purchase Price calculated in accordance with Section 2.03 (the “Purchase Price of Additional Shares”).

The Provisional Purchase Price shall be subject to an adjustment which is determined in accordance with the provisions of this Section 2.03 (the “Adjustment to the Provisional Purchase Price”).

Within thirty (30) calendar days subsequent to the First Close, the Purchaser must prepare and deliver to the Sellers’ Representative (i) a Company General Balance Sheet for the Signing and First Close Date (the “ Closing General Balance Sheet”) and (ii) a certificate, based on the Closing General Balance Sheet, which establishes the Purchaser’s calculations with respect to (x) the Company Net Debt at the Date of Signing and Close, and (y) the Company’s Working Capital at the Date of Signing and Close, and (z) the Adjustment amount to the Provisional Purchase Price applied in accordance with this section. The Closing General Balance Sheet must be prepared in accordance with GAAP, in a way which is consistent with accounting practices and procedures used in the past by the Company to prepare the Company’s Financial Statement of Accounts.

In the event that the Sellers disagreed on the content of the Closing Balance Sheet or the calculation made by the Buyer in accordance with Section 2.03 (b), the Representative of the Sellers may, within twenty (20) calendar days after the presentation of the Balance Sheet, submit an objection to the Buyer (“Notice of Objection”) justifying in detail the objection to the calculations (including a reasonable level of detail with respect to the items with which they do not agree, as well as copies of the books and documents that support the objection), and the calculations they consider correct with respect each of the items they object to (along with copies of the books and documents that support said calculation). Any item the Representative of the Sellers do not expressly object to shall be deemed approved by the Sellers.

In the event that a Notice of Objection is delivered in accordance with the terms of Section 2.03 (c), the Buyer and the Representative of the Sellers, within thirty (30) calendar days of the notice, shall negotiate in good faith to reach an agreement on the items disputed for the purposes of determining the amounts to be paid as Provisional Purchase Price Adjustment. If it is not possible to reach an agreement within the period specified, the Buyer and the Representative of the Sellers shall appoint, in writing, and jointly, an independent firm (the “Independent Firm”) from the list of firms established in Annex M. If it is did not prove possible to reach an agreement on the Independent Firm, it is understood that the Parties agree to designate the first firm from the list. Should this have a conflict [of interest] or cannot perform the task the second one shall be designated and so on. The Independent Firm shall conduct an audit and shall act as honest broker and shall determine definitively, the items disputed, according to the Notice of Objection. The decision of the Independent Firm shall be final and not subject to appeals of any kind. The Independent Firm shall decide on the items disputed within thirty (30) days following the date on which the service proposal has been accepted. The Buyer and the Representative of the Sellers shall present all the evidence necessary for the Independent Firm to conduct the audit and the Buyer shall have the company provide access to the information necessary to conduct the audit by the Independent Firm. The fees of the independent firm shall be paid by the Buyer and the Seller who shall pay 50% each. The Parties agree that the mechanism provided for in this ýSection 2.03(d) is the only mechanism the Parties shall have recourse to resolve the differences with respect to any issue object of a Notice of Objection.

In the event that there is no differences between (A) the Final Net Debt and the Forecast Net Debt and (B) the Final Working Capital and the Forecast Working Capital, there shall be no reason to Adjust the Provisional Purchase Price and the Provisional Purchase Price shall be considered the Purchase Price.

In the event that the Final Net Debt is higher than the Forecast Net Debt, the Sellers shall pay the Buyer, as an adjustment of the Provisional Purchase Price, in accordance with Section 2.03 (j), a ninety-four point sixty-seven percent (94.67%) of the difference between the Final Net Debt and the Forecast Net Debt.

In the event that the Final Net Debt is lower than the Forecast Net Debt, the Buyer shall pay the Sellers, as an adjustment of the Provisional Purchase Price, in accordance with Section 2.03 (j), a ninety-four point sixty-seven percent (94.67%) of the difference between the Forecast Net Debt and the Final Net Debt.

In the event that the Final Working Capital is lower than the Forecast Working Capital, the Sellers shall pay the Buyer, as an adjustment of the Provisional Purchase Price, in accordance with Section 2.03 (j), a ninety-four point sixty-seven percent (94.67%) of the difference between the Forecast Working Capital and the Final Working Capital.

In the event that the Final Working Capital is higher than the Forecast Working Capital, the Buyer shall pay the Sellers, as an adjustment

On the Date of Signature and First Closure the Sellers shall deliver to the Buyer the following documents (the “Documents of the First Closure of the Sellers”):

Statement certified by an appropriate official of each of the Sellers and of the Company of the Corporate Approvals of the Sellers and of the Company, which show the authorizations for the subscription and execution of this Contract and the performance thereof;

The certificates representing the Initial Shares, a transfer letter, instructing the Company to register the transfer of the Initial Shares in favor of the Buyer, canceling said certificates and issuing new certificates, and evidence, to the satisfaction of the Buyer, that the transfer of the Initial Shared to the Buyer has been registered in the register of shareholders of the Company;

Certificates of existence and legal representation or equivalent issued by the Chamber of Commerce or other competent authority of the registered addresses of the Company and of the Sellers;

Power of attorney duly granted by the Seller with respect to the special attorney-in-fact who has been designated for the Signing of this Contract and the Transaction Documents, in the event of acting through an attorney-in-fact;

Power of attorney duly granted by the Sellers to the Representative of the Sellers to comply with the obligations and exercise the rights that are established under this Contract and the Transaction Documents by the Representative of the Sellers;

Evidence that is satisfactory to the Buyer of complying with the statutory process of the preemptive rights in the negotiation of the shares of the Company and evidence of said right not being exercised by the shareholders of the Company that have an equity interest in it;

The Addenda to the Service Agreements duly signed.

Amendment of the articles of association whereby the requirement contained in article six concerning the special qualifications required to be a shareholder of the Company is eliminated;

Resignation of the members of the Board of Directors of the Company, the effective date of which shall be the Date of Signature and First Closure;

Duly signed copy of the Shareholder Agreement;

Copy of all the files in the Data Room on magnetic media, except of those which have been made available to the Buyer at the facilities of the Company, on November 23, December 17, 2015, and February 3, 2016.

On the Date of Signature and First Closure the Buyer shall deliver to the Sellers the following documents (the “Documents of the First Closure of the Buyer”):

Evidence of the transfer of the Purchase Price of the Initial Shares to the Sellers in the proportions and to the accounts provided in Annex K;

Certificate of existence and legal representation or equivalent issued by the Chamber of Commerce or other competent authority of the registered address of the Buyer;

A copy complete and certified by a competent official of the Buyer of the Corporate Approvals of the Buyer, which show the authorizations for the signing and execution of this Contract and the performance thereof;

Document that includes the Corporate Authorization of the Guarantor for granting the guarantee and delivery of this Contract and the consummation of the transactions contemplated by this Contract;

Legal opinion from an attorney admitted to practice in the jurisdiction of incorporation of the Guarantor which certifies that the Guarantor (i) exists and is duly organized under the laws of their jurisdiction; (ii) has the corporate authorizations necessary for the signing of this contract, and (ii) [sic] that, once signed, this contract represents an enforceable obligation in all aspects concerning the Guarantor, in accordance with its terms; and

Power of attorney that includes a Corporate Authorization of the Guarantor for the signing of this Contract and the consummation of the transactions contemplated by this Contract.

On the Date of Second Closure the Sellers shall deliver to the Buyer the following documents (the “Documents of the Second Closure of the Sellers”):

The certificates representing the Additional Shares, a transfer letter, instructing the Company to register the transfer of the Additional Shares in favor of the Buyer, canceling said certificates and issuing new certificates, and evidence, to the satisfaction of the Buyer, that the transfer of the Additional Shares to the Buyer has been registered in the register of shareholders of the Company;

Evidence that is satisfactory to the Buyer of complying with the statutory process of the preemptive rights in the negotiation of the shares of the Company, in the event that

Certificate, for each of the Sellers, which includes that all the Basic Manifestations of the Sellers in relation to said Seller contained in this Contract and that are made in the Date of the Second Closure are true as of the date of the Second Closure of this Contract.

On the Date of Second Closure the Buyer shall deliver to the Sellers the following documents (the “Documents of the Second Closure of the Buyer”):

Evidence of the transfer of the Purchase Price of the Additional Shares to the Sellers in the proportions and to the accounts provided in Annex L.

On the Execution Date and the Date of the First Closing, each Seller is the owner of the Initial Shares in the proportions indicated in Attachment E and is the title holder with respect thereto. The Initial Shares are free of any Encumbrance, have not been disposed of or promised in sale via an act previous to this one and, in general, have no kind of restriction or affectation that would impede their transfer or the free exercise of all political and economic rights inherent therein.

Upon transferring the Initial Shares in conformance with Article II on the Execution Date and the Date of the First Closing, and upon performing the corresponding notation in the Company’s shareholder registry, in conformance with the terms hereof, the Sellers will transfer ownership of said Initial Shares to the Purchaser, free of all Encumbrances.

On the Date of the Second Closing, each Seller is the owner of the Additional Shares in the proportions indicated in Attachment E and is the title holder with respect thereto. The Additional Shares are free of any Encumbrance, have not been disposed of or promised in sale via an act previous to this one and, in general, have no kind of restriction or affectation that would impede their transfer or the free exercise of all political and economic rights inherent therein.

Upon transferring the Additional Shares in conformance with Article II on the Date of the Second Closing, and upon performing the corresponding notation in the Company’s shareholder registry, in conformance with the terms hereof, the Sellers will transfer ownership of said Additional Shares to the Purchaser, free of all Encumbrances.

Except for the Transaction Documents, on the Execution Date and on the Date of the First Closing, as well as on the Date of the Second Closing, there are no promises, options, subscriptions, convertible securities or other rights, agreements, compromises or Encumbrances related to the Shares Subject to Purchase.

Except for the Transaction Documents, on the Execution Date and the Date of the First Closing, as well as on the Date of the Second Closing, there are no current voting agreements, trusts, shareholders’ agreements, powers or other agreements or understandings with respect to voting or the transfer of the Shares Subject to Purchase.

Cause a conflict or violation, or constitute a breach of, (i) the statutes and other corporate and governing documents of each Seller, or (ii) the Law, except for violations or breaches that do not impede or affect the ability of each Seller to complete the transactions included herein and in the other Transaction Documents;

Cause a conflict or violation, or constitute a breach of, any term or provision of an order of a Governmental Entity applicable to said Seller, except for violations or breaches that do not impede or affect the ability of each Seller to complete the transactions included herein and in the other Transaction Documents;

Materially impair the ability of the Company to conduct Business under terms that are substantially equal to the terms under which the Execution Date and the Date of the First Closing are carried out.

On the Execution Date and the Date of the First Closing, as well as on the Date of the Second Closing, there are no pending or ongoing Proceedings, Proceedings with respect to which there is an unfulfilled, enforceable judgment or mandate or claims that may result in a Proceeding against the Sellers that questions the ownership of the Shares Subject to Purchase, the right of the Sellers to enter into this Agreement and the other Transaction Documents or their ability to fulfill their obligations under this Agreement and the other Transaction Documents.

No Individual has uploaded information to the Data Room after December 16, 2015.

As of December 16, 2015, and to the best of the Seller’s knowledge and understanding, the Data Room contains sufficient information for a prudent and vigilant Purchaser to adequately evaluate the legal, financial, operational and commercial status of the Company and its Business sufficiently enough for the type of transaction proposed herein. In this regard, to the best of the Seller’s knowledge and understanding, notwithstanding the provisions of Section 5.21 hereof, the Sellers hereby declare and guarantee that the Company has not provided materially false or misleading information, nor has it omitted information from the Data Room that, because it has been omitted, has caused all or part of the other information provided in the Data Room to be materially irrelevant, inexact or false.

The Company is duly organized and validly exists in conformance with the laws of the Republic of Colombia.

The Company has the ability and authorizations necessary to conduct Business in substantially the same manner in which it conducts Business on the Execution date and the Date of the First Closing.

All corporate acts of the Company that are necessary to dispose of the Shares Subject to Purchase, including the right of first refusal in the negotiation, were carried out on or before the Execution Date and the Date of the First Closing.

Also, the Company (i) is not subject to any grounds for dissolution whatsoever, and any grounds for dissolution that may have existed in the Company were set aside in due form, within the period established by Law; and (ii) is not involved in any grounds that may give rise to a request or opening of an insolvency proceeding, a declaration of insolvency or, to the Knowledge of the Sellers, the imposition of precautionary measures on its assets. Nor, to the Knowledge of the Sellers, are there events or circumstances that may reasonability be expected to give rise to the occurrence of said grounds.

Cause a conflict, violation or breach of (i) the statutes and other corporate and government documents of the Company or any of the Sellers, or of (ii) the Laws applicable to the Company;

Cause a conflict, violation or breach of any term or provision of an order of a Governmental Entity applicable to the Company or any of the Sellers;

Violate or cause, to the Knowledge of the Sellers, a breach or termination of any Agreement Material to the Company.

The authorized, subscribed and paid-in capital of the Company, the number of shares in which the subscribed and paid-in capital is divided, and the nominal value of the shares are indicated in Attachment N.

All the Company’s Shares were duly and validly authorized, issued and subscribed, and have been completely paid-in. All the Company’s Shares correspond to ordinary shares. The Company has no preferential or privileged shares, or shares with special rights.

The Company has not issued options, bonds convertible into shares or other similar instruments that give any Individual the right to (i) subscribe or acquire the Company’s shares, (ii) exchange equity securities for the Company’s shares (including but not limited to shares of any kind or other voting securities or shareholder interests), or (iii) receive any other security or stock that may be converted or exchanged, or that constitutes a right to subscribe or acquire the Company shares.

Except for those indicated in the information included in the Data Room, there are no dividends or other types of obligations pending payment with the Company’s shareholders.

The Data Room contains a complete and exact list of the Company’s contracts, agreements and operations with Related Parties.

All agreements with Related Parties were signed and executed under market conditions, as if they had been signed and executed by independent parties.

No Related Party is owner, possessor, or holder of an asset of the Company.

The Data Center contains the financial statements of the Company with closing on December 31, 2012, 2013 and 2014, including the balance sheet, income statement, statement of changes in equity, cash flow, and changes in financial position, as well as, in the case of annual financial statements, the notes related thereto and the report of external auditors, and the trial financial statements with closing on September 30, 2015 (the “Financial Statements of the Company”).

In the Knowledge of the Vendors, the financial statements of the Company (i) are true, complete and correct, (ii) they were prepared in accordance with the GAAP (Generally Accepted Accounting Principles), consistently applied during the relevant periods (except as indicated in notes thereto), (iii) they have been faithfully taken from the books of the Company, (iv) they present in all material respects the financial position of the Company, the closing dates thereof and in accordance with the GAAP; and (v) they do not omit

In the Knowledge of the Vendors, the Company reported faithful, accurate, adequate and timely financial statements of the Company to the shareholders of the Company and the relevant Government Entities in accordance with applicable Law.

In the Knowledge of the Vendors, the provisions included in the Financial Statements of the Company are sufficient and appropriate.

In the Knowledge of the Vendors, since the incorporation of the Company, there have been no changes in the accounting policies thereof, except for those required by Law.

In the Knowledge of the Vendors, the Company has no liabilities that have not been disclosed in the Financial Statements of the Company, which must be disclosed except for those liabilities it has incurred in the ordinary course of business from the closing date of the Financial Statements up to the Date of Signing and First Closing.

In the Knowledge of the Vendors, and except as provided in the information included in the Data Center, there is no claim or administrative or judicial investigation by a Government Entity, or by any other Person, in progress, against the Company.

In the Knowledge of the Vendors, and except as provided in the information included in the Data Center, the Company is not subject to any final judgment pending execution, or outstanding fines imposed by Government Entities.

In the Knowledge of the Vendors, there are no settlements or transaction agreements signed by the Company, whose obligations under the responsibility thereof that must be executed after the Date of Signing and First Closing, except for settlement or transaction agreements signed by the Company in the Ordinary Course of Business.

In the Knowledge of the Vendors, the Company has complied with all applicable Laws in the development or operation of its Business, except for those breaches that do not cause a material adverse effect on the Company.

In connection with the Business and this transaction, neither have the Vendors nor, to the Knowledge of the Vendors, has the Company or its management, realized:

Any act which, directly or through an Intermediary, causes or may cause the Company to violate any Anti-Corrupt Laws;

Directly or indirectly, promises, offers, approvals, or confirmations to pay or to take any action aimed at payment, donation or transfer of anything of value to, or for the use or benefit of, any of the following Persons, in violation of the Anti-Corruption Laws: (a) any individual, including public servants; (b) an intermediary for payment to any individual, including public servants, or (c) any political party;

Any act or offense for which they have been tried or charged with fraud or corruption, nor have been listed by a Government Entity as Persons suspended or disqualified from their office, or in process of suspension or disqualification, or otherwise as Persons not eligible or qualified to participate in programs or agreements with Governmental Entities.

In the Knowledge of the Vendors, the Company has, in a timely fashion, filed all Tax returns that it must file with respect to itself, and there is no notification regarding such Tax returns being audited by a tax authority.

In the Knowledge of the Vendors, the Company has paid, or made sufficient provision for, the payment of all Taxes that must be paid thereby, except for the Taxes that have been contested in good faith and there is no cause for a reassessment or imposition of additional Taxes on the Company, or on its Assets, in relation to the not yet closed periods. In the Knowledge of the Vendors, these Tax returns are true, correct and complete in all formal and substantial aspects.

In the Knowledge of the Vendors, all Taxes that they must withhold or collect have been duly and promptly withheld, declared and paid by the Company.

In the Knowledge of the Vendors, there are no tax disputes through government channels or before the administrative litigation jurisdiction under way regarding applicable Taxes, and no Governmental Entity has suggested, proposed or implied the existence of inconsistencies, deficiencies or penalties with respect to Taxes against them, which have not been paid in full.

In the Knowledge of the Vendors, the Company is the holder of the right of ownership over the Assets included in the Financial Statements of the Company, or acquired after the date thereof, which exist and are free of any Encumbrance.

In the Knowledge of the Vendors, the assets included in the Financial Statements of the Company, or acquired after the date thereof, correspond to the Assets required for the development of the activities of the Company in the Ordinary Course of Business.

In the Knowledge of the Vendors, the assets included in the Financial Statements of the Company, or acquired after the date thereof, are in normal working conditions, subject to normal wear and tear thereof, and have been regularly maintained, and they have adequate capacity to do the job for which they were acquired.

The contracts included in the Data Center are the Material Contracts to which the Company is a party.

Each of the Material Contracts of the Company constitutes a valid and binding obligation of the Company. In the Knowledge of the Vendors, the Company has complied in all material regards with all its obligations under the Material Contracts of the Company. In the Knowledge of the Vendors, none of the parties to a Material Contract of the Company has breached its obligations under that contract or threatened or indicated its intent to terminate early or stop using the services of the Company, or breach any of the Material Contracts of the Company.

The Data Center contains a listing of all Intellectual Property owned by the Company, which is registered (or in process of being registered).

Except as indicated in the information contained in the Data Center, and in the Knowledge of the Vendors:

The Company is not infringing or violating the Intellectual Property of any Person and has sufficient rights to use all Intellectual Property that is used in the operation of its Business as it is being handled on the Date of Signing and First Closing.

The Company has not received communications from third parties expressly informing of infringements or violations by the Company of the Intellectual Property of other Persons;

There are no licenses authorizing the use of the registered Intellectual Property of the Company related to the Business of any third party;

The Intellectual Property and the products of the Company are not at the Date of Signing and First Closing target of lawsuits or judicial or administrative actions by third parties for any reason, including violation, interference or unfair competition;

The Intellectual Property of the Company is not being infringed or violated by any third party;

All the software used by the Company is owned thereby or has been duly licensed in its favor and its rights thereon are valid and enforceable. All software developed by employees or contractors of the Company have assignment agreements of authorial rights of each and every one of the authors thereof; and

No judicial or administrative proceedings have been brought nor have acts of any Government Entity been ordered that may limit, cancel or question the validity of the rights of the Company on the Intellectual Property.

In the Knowledge of Vendors, regarding all know how and trade secrets required for the Company to operate as it currently operates, including, but not limited to, customer lists, operating systems used, methods of service delivery, efficiencies obtained by the different methods of service delivery, service tariffs, information of current contracts, etc., (i) the Company may use them legally under the terms that it does so; (ii) they are free from any Encumbrance or litigation; (iii) the Company has not entered into licensing agreements on them; and (iv) they were validly acquired.

On the Date of Signing and First Closing, in the Knowledge of the Vendors, the Company has complied with all the commitments under its responsibility under the applicable Law on the protection of personal and financial data, in all relevant aspects of these Applicable laws.

Except as indicated in the information in the Data Center, the Company has not received:

any penalty or equivalent notice from the authorities for breach of the applicable Law on the protection of personal data.

any notification or communication from relevant Government Entities informing of an investigation or the possible opening of an administrative proceeding for breach of the legislation on protection of personal data.

Except as indicated in the information in the Data Center, there has been no failure in the mechanisms of information security that may have had as a result the access to, or publication that is fraudulent or that lacks permission of, the personal data or the financial data that are stored in the databases of the Company.

The Data Center contains a listing of all insurance policies held by the Company as policyholder and beneficiary (the “Policies”).

In the Knowledge of Vendors, all premiums for the Policies have been duly paid or provisions have been made for them in the Financial Statements of the Company.

In the Knowledge of the Vendors, the Company has not been notified about the breach of the terms and conditions of the Policies or cancellation thereof nor has committed acts or omissions that may reasonably result in the termination, modification or cancellation of the Policies.

In the Knowledge of the Vendors, the Company has complied with all regulations on labor and social security matters under the applicable Laws, except for those breaches, delays or inaccuracies that do not cause an adverse material effect on the Company, including but not limited to the contributions for health, pensions, occupational hazards, and taxes. Except as indicated in the information contained in the Data Center, at the Company:

there are no payments to employees of the Company for salaries, social security or benefits other than those recognized in the monthly payroll;

there are no pension plans other than those required by applicable Law, and it has no retirement, old age, disability or survivors pensions under its responsibility;

no employees, directors, legal representatives, or advisors of the Company have any rights over the Intellectual Property of the Company;

the Company has no trade unions, unions, collective contracts, or collective agreements; y

the Company has complied with all labor standards regarding the hiring of temporary employees through temporary employment agencies.

In the Data Center a listing is included with the positions of all employees of the Company, including the salary curves corresponding to each position, with closing on November 30, 2015.

Since December 31, 2014, the Company has not granted or agreed to grant a general increase in any remuneration, outside the Ordinary Course of Business.

The Company has no obligation to any employee, taken on outside the Ordinary Course of Business, to increase wages, to grant bonuses or give any other kind of compensation.

On the Closing Date, the Company owns the properties described in the information included in the Data Center (the “Properties”). In the Knowledge of the Vendors, regarding the Properties, the Company is the current holder and owner thereof and owns the right of control over them. The Properties (i) are Unencumbered; (ii) they were validly acquired; (iii) they have not been promised for sale or subject to any agreement with any option or otherwise requiring the Company to transfer them; and (iv) all Taxes associated with the possession and use of Properties are current in their payment.

The Data Center contains a listing of all the lease agreements for properties to which the Company is a party, as lessor or lessee (the “Lease Agreements”). In the Knowledge of the Vendors, regarding the Lease Agreements the Company has a valid right that allows it to use and enjoy all properties that are necessary to develop the operations of the Company in the way in which they are currently realized (the “Leased Properties”). In the Knowledge of the Vendors, the Company has materially fulfilled all its obligations under the Lease Agreements and there are no events or circumstances that may reasonably be expected to result in the early termination of any of the Lease Agreements. The consummation of the transactions contemplated by this Agreement will not lead to default, or permit the termination, of any of the Lease Agreements.

Conflict with or result in a violation or constitute a breach of (i) the statutes and other corporate and government documents of the Buyer, or (ii) the Law, except for violations or breaches that do not substantially prevent or affect the Buyer’s ability to consummate the transactions contained in this Agreement and the other Transaction Documents; nor

Conflict with or result in a violation or constitute a breach of any term or provision of an order of a Government Entity applicable to the Buyer, except for violations or breaches that do not substantially prevent or affect the Buyer’s ability to consummate the transactions contained in this Agreement and the other Transaction Documents.

Any act that, directly or through an intermediary, causes or could cause the Buyer to violate any Anti-Corruption Law;

Directly or indirectly, promises, offers, approvals, or ratifications to pay or to take any action aimed at payment, donation or transfer of anything of value to, or for the use or benefit of any of the following Persons, in violation of the Anti-Corruption Laws: (a) any individual, including public officials; (b) an intermediary for the payment to any individual, including public officials, or (c)

Any act or offense for which they have been tried or charged with fraud or corruption, or have been listed by a Government Entity as Persons suspended or disqualified to hold office, or in the process of suspension or disqualification, or otherwise as Persons ineligible or disallowed to participate in programs or contracts with Government Entities.

As of the Date of Signature and First Closing, neither the Sellers nor any of its Affiliates may, without the prior written consent of the Buyer, directly or indirectly, reveal, communicate, disclose, share, or use any Confidential Information of the Buyer. For the purposes of Section 7.02(a), the term “Confidential Information of the Buyer” shall mean all information that is confidential or privileged in nature of any form, (i) in relation to the Company (including but not limited to the practices, processes, methods, know-how, trade secrets, records and specifications, customer lists of the Company, relationships with customers of the Company and the information of customers of the Company (except for the right of each Seller to use the information obtained from their own customers and that has been transmitted to the Company for the development of the corporate purpose of the Seller), acquisition and investment strategies, information about personnel, sales, marketing and finance operations and methods, structure and conditions of transactions, and other compilations of information), (ii) relating to the Buyer provided or known by the Sellers in connection with the negotiation of this Purchase Agreement and the other Transaction Documents, or in connection with the transactions contemplated hereby, (iii) relating to the signing and content of this Agreement and the other Transaction Documents, (iv) relating to the structure and the actions agreed to or contemplated by the Parties to be completed before and after the Second Closing, and (v) subject to professional secrecy.

As of the Date of Signature and First Closing, neither the Buyer nor any of its Affiliates may, without the prior written consent of the Sellers, directly or indirectly, reveal, communicate, disclose, share, or use any Confidential Information of the Sellers. For the purposes of Section 7.02(b), the term “Confidential Information of the Sellers” shall mean all information that is confidential or privileged in nature of any form, (i) relating to the Sellers provided or known by the Buyer in connection with the negotiation of this Purchase Agreement and the other Transaction Documents, or in connection with the transactions contemplated hereby, (iii) relating to the signing and content of this Agreement and the other Transaction Documents, (iv) relating to the structure and the actions agreed to or contemplated by the Parties to be completed before and after the Second Closing, and (v) subject to professional secrecy.

Neither the Confidential Information of the Buyer nor the Confidential Information of the Sellers include information that: (i) is or becomes generally available to the public, unless this occurs as a result of a violation of this Agreement by the Buyer or the Sellers, as the case may be; (ii) is found in possession of the Buyer or the Sellers, as the case may be, at the time of its disclosure by the other

The Parties agree to ​vote their shares in all shareholders’ meetings held during 2016 such that during this year, dividends against profits earned in 2015 and earlier that are retained in the assets of the company on December 31, 2015 are not issued or paid.

The parties agree that for 2016 the ​profits ​obtained in 2015 and earlier that are retained in the assets of the company on December 31, 2015 shall not be assigned to finance losses of the Company.

Any misrepresentations or inaccuracies in the Fundamental Manifestations of the Sellers; or

Any breach of the commitments and obligations of the Sellers under this Purchase Agreement.

Any misrepresentations or inaccuracies in the statements and guarantees of the Buyer contained within the Article VI of this Purchase Agreement;

Any misrepresentations or inaccuracies in the Fundamental Manifestations of the Buyer; or

Any breach of the commitments and obligations of the Buyer under this Purchase Agreement.

The Affected Party (the “Affected Party”) shall notify the other Party (the “Accused Party”) of this action in writing as soon as possible, together with a detailed explanation of the actions related to the Compensable Event, with an estimate of the value subject to a claim and indicating the false or inaccurate statement or the breached obligation or commitment giving rise to the Compensable Event (the “Direct Notification of Claim”).

The Accused Party, within thirty (30) calendar days following the receipt of the communication, must indicate whether or not it considers the presented claim valid, and explain the reasons for which it considers the claim to be invalid, if such is the case.

If the Accused Party accepts the presented claim or remains silent during the period specified in the preceding paragraph, it shall be required to pay the full amount claimed by the Affected Party within thirty (30) calendar days after receipt of the Direct Notification of Claim.

In the event that the Accused Party disagrees with the Affected Party in regards to the amount or cause of the claim for the Compensable Event or whether it is subject to the Indemnity Obligation established hereunder, and after thirty (30) calendar days from the date of the objection, the Affected Party may proceed to exhaust the dispute settlement mechanisms established in Section 10.06.

The Affected Party shall send a written notice to the Accused Party, together with copies of all documents of the Third Party Claim and any other relevant documents, before the earlier of (x) the fulfillment of a period of ten (10) days following the date on which the Accused Party is notified or becomes aware of the respective Third Party Claim, and (y) two (2) business days prior to the date of the deadline to give response to such claim in a manner that allows the Accused Party to respond or object in a timely manner to such Third Party Claim in accordance with applicable law (the “Notification of Third Party Claim”). The Parties agree that only in the event that the delay in sending such Notification of Third Party Claims by the Accused Party to make innocuous the rights of defense of the Accused Party in the respective Process, the Accused Party shall lose the right to compensation in relation to the Loss that may arise from the corresponding Third Party Claim.

The Accused Party shall have the right, upon becoming aware of any Third Party Claim, to take measures, and hire experts, consultants, and/or legal counsel that they in good faith may deem necessary or appropriate to assume the exclusive defense of such claim, and the Accused Party shall assume the responsibility for all the costs incurred in connection with such Third Party Claim, including costs associated with the outcome of the claim or the transaction itself. Within fifteen (15) business days following the receipt of the Notification of Third Party Claim, the Accused Party must give written notice to the Affected Party of its decision whether to take on the defense against the Third Party Claim. In any case, the Accused Party shall be entitled to participate in such defense at its own cost and with the lawyers appointed at its discretion. In any case, the Parties agree to provide to each other, without compensation, assistance that may reasonably require the other Party in order to ensure proper and adequate defense of any Third Party Claim, and each Party agrees to defend and require its designated legal advisor to defend any Third Party Claim diligently and in good faith.

In no case may any of the Parties reach an agreement, reconciliation, transaction, or cancellation of any claim or demand (including, without limitation, under any applicable amnesty Law) without the prior written consent of the other Party.

If the Compensable Event comes from a judicial or arbitral decision, it shall be required to be enforceable in order for compensation to be enforceable, so that at the time the judicial or arbitral decision is clearly made, the Accused Party shall be obliged to indemnify the amounts due from such decisions in favor of the Affected Party.

In any Processes related to the Compensable Event and those included with the Affected Party as a defendant or impleader, the Accused Party may be, at the discretion of the Affected party, impleader or attached to the Process so that it complies with its obligation of indemnity when any harm against the Affected Party arises or may arise. If the Accused Party was not named impleader or attached to the Process concerning a Third Party Claim of that included with the Affected Party, the Affected Party may, in any case, assert their right of indemnity under this Agreement, against the Accused Party after the termination of the respective Process.

A Compensable Event originated in a Third Party Claim shall be deemed final and conclusive, when the amount of the corresponding loss:

It is not objected by the Accused Party; or

It is finally determined by agreement, conciliation, or transaction on a Third Party Claim that has the same effect as a final and unappealable decision of a competent authority (res judicata) and which has been previously accepted in writing by the Parties; or

It is recorded in an enforceable decision from a competent authority issued in the development of a Process.

In the events set forth in Section 8.04, the Accused Party must make a payment of the Indemnity Obligations to the Affected Party within thirty (30) calendar days from the date on which the final amount of the Loss is determined, as provided in Section 8.04(c)(v)above.

Liability Limit of the Sellers. The maximum value for which the Sellers taken together rather than individually, shall respond jointly and not severally against Losses suffered by the Buyer (the “Liability Limit of the Sellers”) shall be up to an amount equal to the Purchase Price. This being understood that each Seller considered individually without any solidarity shall be responsible for Indemnity Obligation of the Sellers in proportion to their share in the share capital of the Company that has been disposed of under this Agreement, in accordance with the provisions of Section 8.01 of this Agreement.

Survival Period. No claim may be made and no process shall be initiated against the Sellers for breach of any statement or guarantee contained in this Agreement, except for such misrepresentations or inaccuracies in any of the Fundamental Manifestations of the Sellers that will survive for a period of time equal to the period of limitation applicable to the actions to be claimed for the deeds of these manifestations.

Liability Limit. The maximum value for which the Buyer shall respond to against Losses suffered by the Sellers (the “Liability Limit of the Buyer”) will be up to an amount equal to the Purchase Price.

Survival Period. No claim may be made and no process shall be initiated against the Buyer for breach of any statement or guarantee contained in this Agreement, unless such claim is made known in writing within eighteen (18) months from the Date of Signature and First Closing. Excluded from the survival period herein provided are such inaccuracies in any of the Fundamental Manifestations of the Buyer that will survive for a period of time equal to the period of limitation applicable to the actions to be claimed for the deeds of these manifestations.

Existence. The Guarantor is a corporation duly organized, validly existing, and in force under the laws of the United States of America.

Authorizations. The Guarantor has the power, capacity, and authorization necessary to grant the Guarantee under the terms of this Agreement, and to celebrate and sign all agreements, documents, instruments, or certificates necessary to provide such guarantee, as well as to fulfill its obligations and to consummate the transactions contemplated therein, as appropriate. The signing of this Agreement by the Guarantor and the Guarantor’s compliance with its obligations have the necessary Corporate Authorizations under the corporate documents of the Guarantor. This Agreement has been duly signed by the Guarantor and constitutes the legal, valid, and binding obligation of the Guarantor, enforceable to the Guarantor by its terms, subject to the provisions of the first paragraph of this Article, and the laws on insolvency, reorganization, and similar laws affecting the rights of creditors and resources in general, and, as may be applicable, the general principles of equity, including the principles of commercial reasonableness and good faith.

Absence of Conflict. The Guarantor declares that the signing of this Agreement, the compliance with its obligations under this Agreement, and the execution of its obligations under this Agreement do not:

Disputes. There are no Processes for which there is an enforceable judgment, or claims that could eventually lead to a Process, against the Guarantor that question the right of the Guarantor to enter into this Agreement and the other Transaction Documents or its ability to meet its obligations under this Agreement and the other Transaction Documents.

Funds. The Guarantor owns, or has access to, sufficient resources to fulfill its guarantee obligations under this Agreement, and such funds come from a legal origin.

Any provision of this Purchase Agreement may be modified or waived if such amendment or waiver is in writing and signed, if it is amended, by each Party of this Purchase Agreement, or, if it is waived, by the Party against which the waiver is to be made effective.

No failure or delay by either Party in exercising its rights, powers, or privileges under this Purchase Agreement shall serve as a waiver thereto, and no single or partial exercise of these shall impede any other or further exercise thereof, or the exercise of any other right, power. or privilege.

Except for the collection of clear, explicit, and enforceable debts, through the executive process, or regulations that complement and/or modify them, the Parties expressly agree that all disputes arising out of this Agreement or in connection therewith shall be submitted to an arbitration court before the Center for Arbitration and Conciliation of the Chamber of Commerce of Bogota D.C., according to the following rules:

the court shall consist of three (3) arbitrators appointed by mutual agreement by the Parties and, failing that, by the Center for Arbitration of the Chamber of Commerce of Bogota D.C.;

the court shall be subject to the Rules of the Center for Arbitration and Conciliation of the Chamber of Commerce of Bogota D.C.;

the court shall be held in Bogota D.C., at the headquarters of the Center for Arbitration and Conciliation of the Chamber of Commerce of this city; and

the court shall decide in law.

The Parties hereby consent to the consolidation of the arbitrations commenced under this Agreement with those initiated under the Shareholders’ Agreement provided that this is appropriate in accordance with Article 10 of the Rules of Arbitration of the International Chamber of Commerce.