Share Purchase Agreement by and among PowerSteering UK, the sellers of shares of Altify named therein, and Roy Enright, as sellers' representative, dated as of October 4, 2019

1.DEFINITIONS AND INTERPRETATION    2

2.SALE AND PURCHASE    13

3.CONSIDERATION    14

4.COMPLETION    16

5.WARRANTIES    17

6.RESTRICTIONS ON THE COVENANTORS    19

7.RELEASE BY MAJORITY SELLERS    21

8.BUYER'S WARRANTIES    21

9.MATTERS FOLLOWING COMPLETION    22

10.TAXATION    23

11.ANNOUNCEMENTS AND CONFIDENTIALITY    23

12.ASSIGNMENT    23

13.VOTING POWER OF ATTORNEY    24

14.INDEMNITY FOR LOST SHARE CERTIFICATES    24

15.SELLERS' REPRESENTATIVE    25

16.GENERAL    26

17.NOTICES    27

18.ENTIRE AGREEMENT    28

19.GOVERNING LAW AND JURISDICTION    29

Áine Denn SPA

Short Form SPA

Option SPA

Altify UK SPA

Service Agreements

Letters of resignation

Board minutes

Powers of attorney

DATE: 4 October 2019

each a Party and, together, the Parties.

Accounting Standards: Irish Law and International Financial Reporting Standards (IFRS) as adopted by the European Union;

Accounts: the audited accounts of the Group for the accounting reference period which ended on the Accounts Date (comprising the consolidated statement of profit and loss and other comprehensive income, the consolidated and parent company statement of financial position, the consolidated and parent company statement of changes in equity, the consolidated cash flow statement, and related notes, including the summary of significant accounting policies);

Accounts Date: 31 January 2019;

Agreed Form: the form agreed between or on behalf of the Sellers’ Representative and the Buyer prior to the execution of this Agreement;

Aggregate Option Exercise Price: means the exercise price that is paid or would be payable to the Company pursuant to the exercise or deemed exercise of the Options by the Option Sellers;

Agreed Treatments: the specific accounting treatments and policies set out in Schedule 8 to be applied in respect of the determination of the Consideration Adjustment Statement;

Áine Denn Shares: those Shares specified against the names of Áine Denn in Part 6 of Schedule 1;

Áine Denn SPA: the share purchase agreement to be entered into between the Buyer and Áine Denn in respect of the sale of all of the Áine Denn Shares to the Buyer;

Altify UK: the Company's subsidiary Altify Limited, registered in England and Wales with registered number 05160093 and certain details of which are set out in Part 1 of Schedule 3;

Altify UK Beneficial Owners: those persons set out in Part 4 of Schedule 1;

Altify UK Shares: those Shares specified against the names of each of the Altify UK Beneficial Owners in Part 4 of Schedule 1;

Altify UK SPA: the share purchase agreement to be entered into between the Buyer and Altify UK in respect of the sale of all of the Altify UK Shares to the Buyer;

Anti-Corruption Laws: any laws, regulations or conventions in any part of the world related to combating bribery and corruption, including the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions; in the

United Kingdom, the Bribery Act 2010; and in the United States, the Foreign Corrupt Practices Act;

Anti-Terrorism and Anti-Money Laundering Laws: any laws, regulations or conventions in any part of the world related to terrorism or money laundering, including, the Money Laundering and Terrorist Financing Act 2010 (as amended), the European Union Money Laundering Directives; in the United States, the Executive Order and statutes authorising the establishment of trade and economic sanctions programs enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the Bank Secrecy Act of 1970 and the PATRIOT Act of 2001;

AR Employment Contract: means the employment agreement dated 12 January 2017 between Anthony Reynolds and Altify Inc. as amended from time to time in accordance with its terms;

Balancing Amount: has the meaning given to it in Clause 3.7;

Bespoke Software: all software written or customised specifically for the Company, including any amendments to Standard Software and any interfaces;

Business Day: any day (other than a Saturday or Sunday) on which banks generally are open in Dublin for the transaction of normal business;

Cash Amount: all cash or cash equivalents in hand or credited to the account of or held in any account on behalf of the Company and the Subsidiaries with any bank, financial, credit, lending or other similar institution (together with accrued interest) including any cash due to the Company in respect of the exercise of the Options payable to the Company by the Buyer pursuant to this Agreement and the Option SPA, securities with a maturity of less than 12 months that are readily convertible into cash, cash in transit, sums receivable in accordance with uncleared cheques or other methods of payment to the Company and the Subsidiaries and excluding any tax credits, reliefs and/or losses, in each case (i) as recorded in the Company’s and the Subsidiaries’ books of account, (ii) as at the Effective Time, (iii) as determined in accordance with Schedule 8 and (iv) as shown in the Completion Accounts;

Cash Out Participants: those persons specified in Part 5 of Schedule 1;

Claim: has the meaning given to it in Schedule 6;

Company: Altify Ireland Limited incorporated under the laws of Ireland (registered number 406845), certain details of which are set out in Schedule 2;

Company IP Rights: all rights in the Registered IP and the Unregistered IP;

Companies Legislation: the Companies Act 2014 and any statutory modification, consolidation or re-enactment thereof for the time being in force;

Completion: completion of the sale and purchase of the Majority Sellers' Shares in accordance with this Agreement;

Completion Accounts: the consolidated statement of financial position of the Company and the Subsidiaries as at the Effective Time as prepared and agreed, deemed to be agreed or determined (as the case may be) in accordance with Schedule 9;

Completion Date: the date of this Agreement;

Confidential Information: all information not in the public domain, which a Seller shall have received or obtained at any time by reason of or in connection with his relationship with the Company or any of the Subsidiaries including: trade secrets; customer/client lists, contact details of clients, customers and suppliers and individuals within those organisations; technical information, know-how, research and development; financial projections, target details and accounts; fee levels, pricing policies, commissions and commission charges; budgets, forecasts, reports, interpretations, records and corporate and business plans; planned products and services; marketing and advertising plans, requirements and materials, marketing surveys and research reports and market share and pricing statistics; and computer software and passwords;

Consideration: has the meaning given to it in Clause 3.1;

Consideration Adjustment Statement: the statement setting out the Working Capital Amount and the Net Cash Amount, as agreed or determined in accordance with Clause 3 and Schedule 9;

Contribution Agreement: means the contribution agreement to be entered into on the date hereof between the Majority Sellers to regulate the manner in which Claims are dealt with and the apportionment of any liabilities amongst themselves;

Controller: has the meaning given in Article 4(1) of the GDPR;

Covenantors: Anthony Reynolds, James Crisera and Donal Daly;

CRO: the Companies Registration Office;

Current Assets Amount: means, as at the Effective Time, the aggregate amount of the value of the Company and the Subsidiaries:

(a)    book debts (net of provisions);

(b)    accrued income;

(c)    prepayments, being payments made prior to their respective due date;

(d)    debts owed by employees to the Company and the Subsidiaries;

(e)    work in progress; and

other than, in each case, to the extent comprised in the Cash Amount;

Current Liabilities Amount: means, as at the Effective Time, the aggregate amount of the value of the Company:

other than, in each case, to the extent comprised in the Debt Amount;

Data Protection Laws: all laws relating to data protection and privacy which are from time to time applicable to the Company or any of the Subsidiaries (or any part of its/their business) in any applicable jurisdiction worldwide, including (without limitation): (i) the General Data Protection Regulation (EU) 2016/679 (the “GDPR”) and all related national laws, regulations and secondary legislation including (without limitation) the UK Data Protection Act 2018; and (ii) the European Directive 2002/58/EC and all other applicable national laws, regulations and secondary legislation implementing the European Directive 2002/58/EC including (without limitation) S.I. No.336/2011 (the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 (SI 2003/2426) or any other legislation which implements any other current or future legal act of the European Union concerning the protection and processing of personal data and any national implementing legislation, as applicable and in each case as amended, replaced or updated from time to time and together with any subordinate or related legislation made under any of the foregoing;

Data Room: the data room hosted by Box and made available to the Buyer and as recorded on the two USB memory sticks initialled by or on behalf of the Buyer and the Seller’s Representative for the purposes of identification;

Debt Amount: without duplication and with respect to the Company and the Subsidiaries, all (a) indebtedness for borrowed money; (b) obligations for the deferred purchase price of property or services, excluding, for the avoidance of doubt, any deferred revenue, (c) long or short-term obligations evidenced by notes, bonds, debentures or other similar instruments; (d) obligations under any interest rate, currency swap or other hedging agreement or arrangement; (e) capital lease obligations; (f) reimbursement obligations under any letter of credit, banker’s acceptance or similar credit transactions; (g) Transaction Costs; (h) any amounts to be paid by the Buyer to the Cash Out Participants on behalf of the Company on Completion as specified in Part B of Schedule 4 together with any liability to Tax for the Company arising thereon; (i) 50% of the severance amount payable to Anthony Reynolds pursuant to the AR Employment Contract, being $294,875; (j) the amount of $110,302 to be paid by the Company to the Sellers' Solicitors Account on Completion to be disbursed on the instruction of the Majority Sellers for such beneficiaries and charitable donations as the Majority Sellers may determine consistent with the original intent of the TAS Foundation or such other charitable initiative as the Majority Sellers may determine; (k) $150,000 representing 50% of the premium payable on the Policy to be paid to the Buyer on Completion; and (l) any unpaid interest, prepayment penalties, premiums, costs and fees that would arise or become due as a result of the prepayment of any of the obligations referred to in the foregoing paragraphs (a) through (k), in each case (i) as at the Effective Time, (ii) as determined in accordance with Schedule 9 and (iii) as shown in the Completion Accounts;

Directors: those persons who are directors of the Company or of any Subsidiary and who are identified as such in Schedule 2 and Schedule 3;

Disclosure Letter: the letter dated the date of this Agreement from the Warrantors to the Buyer making certain disclosures against the Warranties (except the warranty set out in paragraph 4.1 (Shares) of ‎Schedule 5);

Disclosed: fairly disclosed to the Buyer with sufficient detail to allow a reasonable buyer to identify the nature and scope of the matters, facts and circumstances disclosed;

Diverse Enterprise Business: has the meaning given to it in Clause 6.2.1;

Draft Completion Accounts: has the meaning given to it in Clause 3.4;

Effective Time: immediately prior to Completion;

Employee: any person employed by the Company or any of the Subsidiaries;

Encumbrance: any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement or other third party right, or any agreement, arrangement or obligation to create any of the same;

Estimated Completion Consideration: an amount equal to $79,675,843, being the aggregate of:

Estimated Net Cash Amount: an amount equal to $(2,700,997), being the Parties' good faith estimate of:

Estimated Working Capital Amount: the Parties’ good faith estimate of the Working Capital Amount as at the Effective Time, being $3,796,482;

Estimated Working Capital Excess: the Parties’ good faith estimate of the amount (if any) by which the Estimated Working Capital Amount exceeds the Target Working Capital Amount, being $0;

Executives: Tammy Billington, Jim Crisera, David Hayes, Patrick Morrissey and Anthony Reynolds;

Expert: has the meaning given to it in paragraph 4.1 of Part 2 of Schedule 9;

GDPR: has the meaning given in the definition of Data Protection Laws;

Group: the Company and the Subsidiaries and "Group Company" shall mean any one of them;

Hardware: any and all computer, telecommunications and network equipment used internally by any Group Company for the purpose of running its business (including PCs, screens, terminals, keyboards, disks, printers, associated and peripheral electronic equipment);

Intellectual Property: patents, registered designs, rights in designs, copyright and related rights, database rights, rights in databases, trade marks, service marks, trade or business names, domain names, logos, inventions or secret processes, formulae, confidential information, trade secrets, know-how and all rights or forms of protection of a similar nature or effect and all other intellectual property rights subsisting anywhere in the world, including applications or registrations for any such right;

IT Contracts: (1) all licences granted to the Company in respect of the Software, (2) all maintenance agreements relating to the IT Systems, (3) all consultancy or professional services agreements relating to the IT Systems and IT Services, (4) all support agreements relating to the IT Systems and IT Services, (5) all lease agreements relating to the Hardware, (6) all contracts relating to the provision of connectivity for the IT Systems and IT Services, including agreements with internet service providers, and (7) any other contracts relating to the IT Systems or the IT Services, including hosting agreements, in each case to the extent entered into by the Company or any of the Subsidiaries, but excluding any contracts entered into with customers of the Company or any of the Subsidiaries;

IT Services: any and all services relating to the IT Systems or to any other aspect of the Company’s data processing or data transfer requirements (including facilities management, bureau services, hardware maintenance, software development or support, consultancy, back-up and disaster recovery, source code deposit, recovery and network services);

IT Systems: the Hardware and the Software;

Majority Sellers: those Shareholders set out in Part 1 of Schedule 1;

Majority Sellers' Shares: those Shares specified against the names of each of the Majority Sellers in Part 1 of Schedule 1;

Majority Sellers' Consideration Portion: those percentage consideration proportions specified against the names of each of the Majority Sellers in Part 1 of Schedule 1;

Majority Sellers' Exposure Portion: those percentage exposure proportions specified against the names of each of the Majority Sellers in Part 1 of Schedule 1;

Majority Sellers' Option Exercise Amount: the exercise price that is due from any exercise of Options by the Majority Sellers;

Management Accounts Date: 31 August 2019;

Management Accounts: the unaudited consolidated accounts of the Group as at the Management Accounts Date (comprising in each case a balance sheet and profit and loss account or, as the case may be, a consolidated balance sheet and consolidated profit and loss account) prepared, insofar as applicable, using accounting standards

and estimates consistent with the preparation of the year end audited financial statements;

Minority Sellers: those Shareholders set out in Part 2 of Schedule 1;

Minority Sellers' Consideration Portion: those percentage consideration proportions specified against the names of each of the Minority Sellers in Part 2 and Áine Denn in Part 6 of Schedule 1;

Minority Sellers' Shares: those Shares specified against the names of each of the Minority Sellers in Part 2 of Schedule 1;

Net Cash Amount: the Cash Amount less the Debt Amount (expressed as a positive number) as set out in the Consideration Adjustment Statement;

Net Cash Excess: the amount (if any) by which the Net Cash Amount exceeds the Estimated Net Cash Amount;

Net Cash Shortfall: the amount (if any) by which the Net Cash Amount is less than the Estimated Net Cash Amount;

Nominee: Altify UK;

Objection Notice: has the meaning given to it in paragraph 3.2 of Schedule 9;

Off-the-Shelf Software: all standard office application software used by the Company, including word processing, email, calendar, customer relationship management, spreadsheet and database functions;

Options: the options over Shares held by each of the Option Sellers (other than any Majority Sellers) which were automatically exercised immediately prior to the entry into of this Agreement;

Option Exercise Amount: $1,492,051;

Option Sellers: those Shareholders set out in Part 3 of Schedule 1;

Option Sellers' Consideration Portion: those percentage consideration proportions specified against the names of each of the Option Sellers in Part 3 of Schedule 1;

Option Shares: those Shares specified against the names of each of the Option Sellers in Part 3 of Schedule 1;

Option SPA: the share purchase agreement to be entered into between the Buyer and the Nominee in respect of the sale of all of the Option Shares to the Buyer;

Parties: the parties to this Agreement, and each a “Party”;

Personal Data: has the meaning given in Article 4(1) of the GDPR;

Personnel: has the meaning given in Schedule 5, paragraph 19.3.1

Policy: the warranty and indemnity insurance policy provided by Ambridge for the benefit of the Buyer in relation to the warranties and indemnities provided by the Warrantors under this Agreement;

Processor: has the meaning given in Article 4(1) of the GDPR;

Properties: the leasehold properties of the Company and the Subsidiaries, certain details of which are given in Schedule 7;

Registered IP: all patents, trade marks, domain names, and registered designs and applications for the same owned by any Group Company;

Relevant Business: the business undertaken by the Company and its Subsidiaries on the Completion Date of (i) developing and licensing of software solutions for customer revenue optimisation, sales process management, opportunity management, account management and sales navigation integration, and (ii) providing sales team training;

Relevant Benefits: any pension (including an annuity), lump sum, gratuity or other like benefit given or to be given on retirement or on death, or by virtue of a pension sharing order or provision, or in anticipation of retirement, or, in connection with past service, after retirement or death, or to be given on or in anticipation of or in connection with any change in the nature of the service of the employee in question. For the purpose of this definition "employee" includes (a) any officer of the company, any director of the company and any other person taking part in the management of the affairs of the company, and (b) a person who is to be or has been an employee; and the terms "service" and "retirement" are to be interpreted accordingly;

Relief: has the meaning given to it in the Tax Covenant;

R&D Tax Credit: any amount claimed by the Company pursuant to the provisions of section 766 TCA or 766A TCA;

R&D Tax Credit Amount: the amount of any payment, credit or reduction in Tax paid, recovered or enjoyed by or to the Company after Completion pursuant to the provisions of section 766 or section 766A TCA in respect of expenditure incurred in periods ending before Completion;

Sales Methodologies: any framework, body or system of methods, rules or concepts, procedures or set of procedures, concerning or relating to any phase of the sales process, used by the Company or incorporated into the Company’s products or services, including the sales methodologies identified in the material list of non-registered Intellectual Property included in Folder 03 of the Data Room;

Sellers: the Majority Sellers, the Minority Sellers, the Altify UK Beneficial Owners, the Option Sellers and Áine Denn;

Sellers' Representative: the representative of the Majority Sellers, being Roy Enright, whose contact details are set out in Clause 17, as may be replaced from time to time by the then current Sellers’ Representative (or in case of death, by the Majority Sellers) by giving notice to the Buyer of the new representative and that representative’s contact details;

Sellers’ Solicitors: Maples and Calder of 75 St. Stephen’s Green, Dublin 2, D02 PR50, Ireland;

Sellers’ Solicitors' Account: Maples and Calder Dollar Client Current Account, Bank Name: AIB plc, Account Number: 17255298, Sort Code: 93-00-67, Swift BIC: AIBKIE2D, IBAN: IE85 AIBK 9300 6717 2552 98;

Service Agreements: the service agreements proposed to be entered into at Completion between the Company and the Executives in the Agreed Form;

Shares: the shares comprising the entire issued share capital of the Company, certain details of which are given in paragraph 7 of ‎Schedule 2;

Short Form SPA: the share purchase agreement to be entered into between the Buyer and the Minority Sellers in respect of the sale of all of the Minority Shares to the Buyer;

Software: together, the Off-the-Shelf Software, the Standard Software and the Bespoke Software, including all source and other preparatory materials relating to such programs;

Specific Accounting Policies: has the meaning given to it in Schedule 9;

Specified Competitors: each of Miller Heiman, Challenger, Revegy, Close Plan and Sales Optimizer but excluding any such business that becomes part of a Diverse Enterprise Business after the Completion Date;

Standard Software: software used by the Company in its business excluding Off the Shelf Software and Bespoke Software;

Subsidiaries: the subsidiaries of the Company, certain details of which are given in ‎Schedule 3;

Supervisory Authority: any local, national, supranational, state, governmental or quasi-governmental agency, body, department, board, official or entity exercising regulatory or supervisory authority pursuant to any Data Protection Laws, including (without limitation) the Data Protection Commission of Ireland;

SVB Pay-Off Amount: $0;

TCA: Taxes Consolidation Act 1997;

Target Working Capital: $3,796,482;

Taxation and Tax: have the meaning given to them in the Tax Covenant;

Tax Authority: has the meaning given to it in the Tax Covenant;

Tax Covenant: the covenant contained in Schedule 9;

a third party: any person other than the Parties;

Transaction Costs: all costs, fees and expenses incurred by any Group Company or agreed to be discharged prior to Completion in connection with the Transaction or any of the transactions contemplated by this Agreement or any of the Transaction Documents, including fees payable to legal, accounting, corporate finance and other professional advisors;

Transaction Documents: (i) this Agreement, (ii) the Disclosure Letter, (iii) the Short Form SPA, (iv) the Option SPA, (v) the Altify UK Beneficial Holder SPA, and (vi) the Áine Denn SPA;

Unregistered IP: Intellectual Property used by any Group Company excluding any Registered IP, but including the Sales Methodologies and the other Intellectual Property identified in the material list of non-registered Intellectual Property included in Folder 03 of the Data Room;

Warranties: the warranties set out in ‎Schedule 5;

Warrantors: Anthony Reynolds and James Crisera;

Working Capital Amount: the amount of the Current Assets Amount less the Current Liabilities Amount, as set out in the Consideration Adjustment Statement;

Working Capital Excess: the amount (if any) by which the Working Capital Amount exceeds the Estimated Working Capital Amount (expressed as a positive number); and

Working Capital Shortfall: the amount (if any) by which the Estimated Working Capital Amount exceeds the Working Capital Amount (expressed as a positive number).

except, in the case of each of Clauses 1.3.2(a) and 1.3.2(b) ‎ and, to the extent that any amendment or re-enactment coming into force, or Legislation made, on or after the date of this Agreement would create or increase the liability of any Party;

withholding or deduction is required, the payor shall, when making the payment to which the withholding or deduction relates, pay to the payee such additional amount as will ensure that the payee received the same total amount that it would have received if no such withholding or deduction had been made provided that the party due to receive the additional amount shall not be so entitled where they are also due any rebate or allowance to the extent of the withholding or deduction.

is completed simultaneously.

provided that no payment shall be required to be made by the Buyer to the Majority Sellers or by the Majority Sellers to the Buyer under this Clause 3.6 if the amount of the net aggregate adjustment payment that the relevant Party would otherwise have been required to make is less than US$400,000 in which event only the excess over US$400,000 shall be recoverable and not the whole amount.

and such payment shall be an absolute discharge to the person making the payment who shall not be concerned with the subsequent application of the amount paid.

and any adjustment to the Consideration shall be apportioned between the Buyer and the Majority Sellers as appropriate in the context. Any amount paid out from the Policy shall not be deemed to reduce the Consideration.

Jim Crisera;

Anthony Reynolds;

Donal Daly;

Brad Roberts;

Áine Denn; and

Dave Hayes; and

The provisions of Schedule 8 shall have effect.

(c)    by any applicable law or regulation;

401 Congress Avenue

Suite 1850

Austin

TX 78701

Email Address: ***@***

Marked for the attention of: General Counsel

With a copy (which shall not constitute notice) to:

Pillsbury Winthrop Shaw Pittman LLP

401 Congress Avenue

Suite 1700

Austin

TX 78701

Roy Enright

Email Address: ***@***

Address: 31 Waltham Terrace, Blackrock, Dublin, Ireland

With a copy to:

Colm Rafferty

Email Address: ***@***

Address: 75 St. Stephen's Green, Dublin 2, Ireland

or at any other address or email address or to any other addressee as it may have notified to the other Parties in accordance with this Clause 14.1. Any notice or other document sent by post shall be sent by prepaid first class recorded delivery post (if within Ireland) or be prepaid/signed for airmail (if elsewhere).

provided that if deemed receipt occurs before 9 am on a Business Day the notice shall be deemed to have been received at 9 am on that day, and if deemed receipt occurs after 5 pm on a Business Day, or on a day which is not a Business Day, the notice shall be deemed to have been received at 9 am on the next Business Day. For the purpose of this Clause, “Business Day” means any day which is not a Saturday, a Sunday or a public holiday in the place at or to which the notice is left or sent.

EXECUTED AND DELIVERED AS A DEED on the date set out at the head of this Agreement.

(in each case) whether in Ireland, the United Kingdom, the United States or elsewhere, with respect to any such laws, regulations or conventions in relation to the assets or business of the Company or any of its officers, employees or agents.

No part of the amounts included in the Accounts or (in the case of an amount arising after the Accounts Date) in the books of the Company as due from debtors has been released on terms that any debtor pays less than the full book value of his debt or has been written off or has proved to any extent irrecoverable or is now regarded as irrecoverable.

the consequences of default in the payment of, or otherwise to be responsible for, any indebtedness of any other person.

For the purposes of this paragraph 11, “major or substantial” means any person purchasing services from the Company in excess of $100,000 in any of the three financial years prior to the Accounts Date (in the case of a customer) or with whom the Company has spent in excess of $100,000 in any of the three financial years prior to the Accounts Date (in the case of a supplier), in each case converting any foreign currency at the rates used in preparing the annual accounts in any such financial years.

and no such loss, reduction or change has been threatened in writing whether as a result of Completion or otherwise.

any claims or complaints been made or, so far as the Warrantors are aware, concerns raised by such persons in respect of such Personal Data under the Data Protection Laws, and so far as the Sellers are aware no fact or circumstance exists which might give rise to any such claim, complaint or concern.

payments made in the previous two financial years and maximum and estimated payments made/to be made in the current financial year and in future under each plan;

accordance with PAYE regulations from time to time in force have been deducted so that the Group will not have any liability in respect thereof.

In the two years preceding the date of this agreement, in respect of every employee and worker of the Group, all holiday pay for periods of holiday taken under regulation 13 of the Working Time Regulations 1998 (SI 1998/1833) has been calculated and paid in accordance with Directive 2003/88/EC of the European Parliament and of the Council of 4 November 2003 concerning certain aspects of the organisation of working time.

The Group does not recognise a trade union and nor has it done anything that might be interpreted as recognition of a trade union. The Group has not received an application for recognition from a trade union nor is it a party to or bound by any labor, enterprise and/or collective bargaining agreement with any labor organization or works counsel representing any Group employees.

There is no training scheme, arrangement or proposal in existence at the date of this Agreement in relation to the Group.

No employee, director or officer of, or consultant to, any Group Company has or requires a work permit or other permission to work in the jurisdiction in which he or she is employed or engaged.

No member of Personnel or any other person whatsoever is entitled to, or has any expectation of, a commission, incentive payment, bonus or other payment as a result of the Transaction and it is not intended or planned by the Group that any such payment will be payable by the Group to any such person.

There are in existence written agreements with all consultants currently engaged by the Group that are not materially different to the template agreement included in the Data Room at Folder 5.7.

The Company has duly and properly submitted all returns, supplied all information, made all statements and disclosures and given all notices to any relevant Tax Authority as reasonably requested or required by law to be made for the purposes of Tax within any applicable time limits. All such returns, information, statements, disclosures and notices were when submitted and remain at the date of this Agreement complete, correct and accurate in all respects. Folder 2.30 of the Data Room contains full and accurate details of the current status of the tax returns of the Company.

The Company is not, nor has in the last six years been, involved in any dispute with a Tax Authority and is not, nor has in the last six years been, the subject of any investigation, non-routine audit, enquiry, notice, discovery, determination, assessment or access order by any Tax Authority and so far as the Warrantors are aware there are no facts or circumstances which make it likely that the Company will, in the foreseeable future, be the subject of any such investigation, non-routine audit, enquiry, notice, discovery determination, assessment or access order. The Company is not and has not at any time been liable to pay any amount under an accelerated payment notice, penalty surcharge, fine or interest in respect of Tax and, so far as the Warrantors are aware, there are no facts or circumstances which make it likely that the Company will, in the foreseeable future, incur any such liability.

The Company has maintained all records which are required by law to be maintained for the purposes of Tax together with such additional records as are necessary to enable it to prepare complete, correct and accurate returns and to determine an accurate calculation of any pre-Completion liability to Tax.

The Company has duly submitted all claims, disclaimers, elections, surrenders and applications which have been assumed to have been made for the purposes of the Accounts and all such claims, disclaimers, elections, surrenders and applications were and remain valid.

No transaction, scheme or arrangement has been undertaken by the Company in respect of which any consent or clearance from any relevant Tax Authority (including, for the avoidance of doubt, the Irish Revenue Commissioners) was required without such consent or clearance being validly obtained on the basis of full and accurate disclosure of all material facts and considerations relating to the transaction, scheme or arrangement. Any transaction, scheme or arrangement in respect of which a clearance or consent has been obtained was implemented strictly in accordance with the terms of such clearance or consent, any conditions attaching to such clearance or consent were and will immediately following Completion continue to be met and none of the clearances or consents have been withdrawn, nullified or rendered void.

The Company's liability to Tax during any accounting period (including the accounting period current at Completion) has not depended on any special concession, agreements or arrangements (being concessions, agreements or arrangements which are not based on any relevant legislation, published extra-statutory concessions) operated by or agreed with any Tax Authority in relation to the Tax affairs of the Company.

The Company will not become liable to any Tax available to it in consequence of entering into this Agreement, Completion or any other thing done pursuant to its terms.

The Company has duly and punctually paid or will pay all Tax for which it is liable or has become liable to the extent that the same ought to have been paid on or before Completion and the Company is not liable, nor has it within six years prior to the date of this Agreement been liable, to pay any penalty, interest, fine or other payment in connection with any claim for Tax.

The Company has duly and punctually complied with its obligations to deduct, withhold or retain all amounts of or on account of Tax at source from any payments made or deemed to have been made by it and has duly paid or accounted for such amounts as should have been made to any relevant Tax Authority in respect of such deductions or retentions and the Company has complied with all its reporting obligations to any relevant Tax Authority in connection with any such payments made or deemed to have been made.

other than a liability to Tax in respect of actual income received by the Company arising from the ordinary course of its business;

The Company is not party to any derivative contract which may give rise to debits or credits other than those in respect of which the interest is taxable or deductible on an amortised cost basis.

The Company has not been involved in any share exchange, scheme of reconstruction or amalgamation under which shares or debentures have been or will be issued or assets have been or will be transferred.

The Company has not entered into any depreciatory transaction nor been involved in a scheme or effected any arrangement whereby the value of any asset including shares in or securities of any other company has been reduced such that the amount of any taxable gain or allowable loss arising to the Company will or may be subject to adjustment by any Tax Authority.

indemnify any person in respect of Tax where some other company or person is or may become primarily liable for the Tax in question (whether by reason of any such company being or having been a member of the same group of companies or otherwise).

The Company has not entered into any indemnity, guarantee or covenant under which the Company has agreed to pay or discharge any other person's liability to Tax (or any amount equivalent to Tax) where the Tax relates to any income, profit or gain, transaction, event, omission or circumstance arising, occurring or deemed to arise or occur before Completion.

The Company has not entered into nor been a party to nor otherwise been involved in any scheme, arrangement, transaction or series of transactions:

The Company is and always has been resident for Tax purposes in the territory in which it was incorporated and had never been resident in any other territory or treated as so resident for any Tax purposes or any double tax treaty. The Company does not have a permanent establishment or other taxable presence, and has at no time incurred any Tax, in any jurisdiction other than that in which it was incorporated. The Company is not an agent or permanent establishment of any other person for the purposes of assessing that other person to Tax in the territory in which the Company is resident for Tax purposes.

The Company has received or is entitled to receive credit against its liability for Tax for all Tax charged (whether by Tax being withheld or due through direct assessment) on the Company's income from any foreign jurisdiction and the Company has made all claims necessary to obtain relief from double taxation under any relevant treaty or convention relating to double taxation in respect of income profits gains or payments received or accrued in the Accounts or made prior to the Accounts Date and the Company holds all deduction certificates or other documents necessary to claim all relief.

The Company has not made any payment to or provided any benefit for or on behalf of any employee, ex-employee, officer or ex-officer which is not allowable as a deduction in calculating the profits of the Company for Tax purposes.

The Company has made all payments, deductions, withholdings or reductions as required by law from all payments to or amounts treated as paid to or benefits provided for or on behalf of any employees, ex-employees, officers, ex-officers, independent contractors or other workers in respect of Tax, national insurance, social security or like contributions and the Company has duly paid or accounted to (or will before Completion pay or account to) any Tax Authority for such amounts as are payable by the Company to any relevant Tax Authority in respect of such deductions, withholdings or reductions. The Company has complied with all its reporting obligations to any Tax Authority in connection with any such payments made or benefits provided and no audit or other enquiry has been made by any Tax Authority in respect of such payments made or benefits provided nor has the Company been notified that any such audit or other enquiry will be made.

legislation. The Company has not been subject to any penalty, fine or surcharge in respect of VAT and no circumstances exist whereby the Company would or might become liable for any such penalty, fine or surcharge.

Each Option granted to a U.S. taxpayer has an exercise price per Share equal to or greater than the fair market value of a Share at the close of business on the date of

such grant and the determination of the fair market value was in compliance of Section 409A of the Code and the applicable regulations and guidance thereunder.

21.18.1    

foregoing, when giving such notice, the Buyer shall specify, in such detail as is reasonably available to it at that time, the nature of the potential liability and, so far as is practicable, the amount likely to be claimed in respect of it.

of Warranty otherwise than under a legally binding commitment of the Company or any of the Subsidiaries created before Completion.

relevant documents and information in respect of the Buyer and the Group as are necessary to enable the Warrantors and/or their advisers to promptly and effectively evaluate the Buyer's or Group Company's rights in respect of recovery against the Third Party, save where to do so would or might reasonably breach or endanger the Buyer’s or any Group Company of the Buyer’s legal privilege in any such documents or records or any obligations of confidentiality owed to a third party.

Accounts Relief: any Relief shown in the Completion Accounts as an asset of the Company;

Actual Tax Liability: any liability to make an actual payment or increased payment of Tax or on account of or in respect of Tax (whether or not such liability is a primary liability and whether or not the person so liable has or may have any right of indemnity or reimbursement against any other person) and the amount of the Tax Liability is set out in paragraph 4;

Auditors: the independent auditors from time to time of the Company or, to the extent that the auditors of the Company are unwilling to act, an internationally recognised firm of accountants appointed by agreement between the Sellers’ Representative and the Buyer or, in default of agreement, by the President from time to time of the Institute of Chartered Accountants in Ireland;

Buyer's Group: the Buyer and any other company (including the Company) or companies which are treated as a member of the same group as, or otherwise connected or associated in any way with, the Buyer for any Tax purpose from time to time;

Buyer's Relief: any Accounts Relief, any Relief arising in respect of any period or Event between the Accounts Date and the Completion Date in the ordinary course of the Company’s business, any Relief arising to the Company in respect of any period (or part of any period) or Event occurring or deemed to occur after Completion and any Relief arising to any member of the Buyer's Group (other than the Company) whenever such Relief arises;

Company: each, any and all of the companies listed in Schedule 2 and Schedule 3 to this Agreement as the context shall require;

Deemed Tax Liability: the setting off or deduction in whole or in part of any Buyer's Relief against income, profits or gains earned, accrued or received on or before Completion or in respect of any period ended on or before Completion or against any Tax arising in respect of an Event occurring on or before Completion or in respect of any period ended on or before Completion where the use or setting off of that Buyer's Relief has the effect of reducing or eliminating an Actual Tax Liability of the Company which would but for such setting-off or deduction, have given rise to a claim by the Buyer against the Majority Sellers under this Schedule, and, in each case, the amount of the Tax Liability is set out in paragraph 4;

Event: includes (without limitation) any transaction, act, omission, circumstance, payment or other event (including, without limitation, the execution of and Completion

of this Agreement and this Schedule, the death or change in the residence for the purposes of Tax of any person and the Company becoming or ceasing to become a member of a group of companies, or becoming or ceasing to be associated or connected with any person for the purposes of any Tax);

Loss: the loss, denial, disallowance, clawback, nullification, unavailability, reduction, utilisation, or cancellation in whole or in part of any Relief and derivative words (such as Lost) shall be construed accordingly;

Majority Sellers' Group: the Majority Sellers and any company (other than the Company) that may be treated, on or at any time prior to or after Completion, as being or having been, a member of the same group as, or otherwise connected or associated in any way with, the Majority Sellers for any Tax purpose;

Overprovision: any liability in respect of Tax (other than any liability in respect of deferred Tax) which has been overstated in the Completion Accounts or discharged or satisfied below the amount attributed to it in the Completion Accounts, and any contingency or provision in respect of Tax (other than any provision in respect of deferred Tax) in the Completion Accounts proves to be overstated;

Pre-Completion Tax Document: any claim, election, surrender, disclaimer, notice or consent to the extent that it has been assumed in the preparation of the Accounts and, subject to paragraph 6, including any such documents which deal with Pre-Completion Tax Returns and any relating correspondence;

Pre-Completion Tax Return: any corporation tax return and computation of the Company to the extent that it has not been prepared prior to Completion;

Refund: any repayment or right to a repayment of Tax which the Company is or becomes entitled to or receives in respect of an Event occurring on or before Completion or in respect of any period ended on or before Completion where or to the extent such repayment was not included as an asset in the Completion Accounts;

Relief: includes any relief, loss, allowance, credit, debit, charge, expense, exemption, set off or any deduction in computing, reducing or eliminating Tax or profits, income or gains of any description or from any source for the purposes of Tax and any right to a repayment of Tax;

Specified Saving: a payment, Relief or saving obtained by the Company as a result of a payment by the Majority Sellers under this Schedule or the Tax Warranties and that would not have arisen but for the payment received from the Majority Sellers;

Specified Saving Amount: the amount of Tax, on the basis of the tax rates current at the Accounts Date, that has been saved by the Company as a result of the Specified Saving, less any reasonable costs of recovering or obtaining such Specified Saving and less any Tax suffered by the Company or the Buyer which would not have been suffered at that time but for the Specified Saving;

Straddle Period: the accounting period of the Company beginning before Completion and ending after Completion;

Tax: any form of taxation whenever created or imposed and, without prejudice to the generality of the foregoing, includes income tax, capital gains tax, corporation tax, advance corporation tax, stamp duty, stamp duty land tax, stamp duty reserve tax,

withholding tax, rates, value added tax, sales tax, customs and excise duties, inheritance tax, social security contributions, the annual tax on enveloped dwellings, diverted profits tax and any other taxes, levies, contributions, duties or imposts similar to, replaced by or replacing any of them and any amounts that are required to be withheld or deducted from payments and accounted for in respect of tax and all penalties, charges, fines and interest included in or relating to any Tax Assessment regardless of whether such taxes, penalties, charges, fines and/or interest are directly or indirectly or primarily chargeable or attributable;

Tax Assessment: any claim, notice, demand, assessment, letter, determination or other document issued or action taken by or on behalf of a Tax Authority, or any other person whereby it appears that the Company is, or may become, subject to a Tax Liability and whether or not primarily or directly payable by or attributable to the Company, any self-assessment made by the Company in respect of any Tax Liability which it considers that it is, or may become, liable to pay;

Tax Authority: any taxing, fiscal or other authority (wherever situated) competent to impose, collect or enforce any liability to Tax;

Tax Claim: the meaning given in paragraph 6.1;

Tax Liability: any Actual Tax Liability or any Deemed Tax Liability;

Tax Notice: has the meaning given in paragraph 6.1.1;

Tax Statute: any directive, statute, enactment, law or regulation wherever enacted or issued, coming into force or entered into providing for or imposing any Tax and shall include orders, regulations, instruments, bye-laws or other subordinate legislation made under the relevant statute or statutory provision and any directive, statute, enactment, law, order, regulation or provision which amends, extends, consolidates or replaces the same or which has been amended, extended, consolidated or replaced by the same;

Tax Warranties: the warranties set out in paragraph 21 of Schedule 5 to this Agreement; and

VAT:

following a determination by the Internal Revenue Service that any current or former service provider to any Group Company is subject to penalties or interest under the deferred compensation rules of the United States Internal Revenue Code with respect to any such option, the amount necessary to make such holders of options for shares in the capital of the Company whole for any adverse taxation resulting from an Option Failure, with such amount determined by including a “gross up” for taxes and penalties due by the recipient.