Share Purchase Agreement by and among PowerSteering Software Limited, Adestra Limited and the Option Sellers named therein dated as of December 12, 2018

THE PERSONS whose names and addresses are set out in column (1) of Schedule 1 (The Option Sellers) (together the “Option Sellers” and each an “Option Seller”); and

POWERSTEERING SOFTWARE LIMITED, a private company registered under the laws of England and Wales with registered number ###-###-#### whose registered office is at 16 Great Queen Street, Covent Garden, London, WC2B 5AH (the “Buyer”); and

ADESTRA LIMITED, a private limited company registered under the laws of England and Wales with registered number 05267378 whose registered office is at Holywell House, Osney Mead, Oxford, England, OX2 0ES (the “Company”).

Each Option Seller is the legal and beneficial owner and registered holder of that number of shares in the capital of the Company set out in column (2) of Schedule 1 (the “Option Shares”).

The Option Sellers have agreed to sell, and the Buyer has agreed to purchase, the Option Shares, in each case on the terms and subject to the conditions of this Agreement.

Clause 3.2(b), the proportion of any excess or shortfall arising out of determination of the Competion Accounts that is attributable in aggregate to the Option Sellers calculated pro rata to their percentage shareholding in the Company immediately prior to Completion; and

Clause 3.2(c), the proportion of the difference between the actual amount owed by the Company to HSBC UK Bank plc under the Company’s international business overdraft facility and asset finance facility on the Completion Date and the HSBC Debt Amount

Each Option Seller shall sell with full title guarantee and free from all Encumbrances, and the Buyer shall purchase, that number of Option Shares listed opposite such Option Seller's name in column (2) of Schedule 1 with effect from the Completion Date together with all rights attached or accruing to such Option Shares at the date of this Agreement (including, without limitation, the right to receive any dividend, distribution or return of capital declared, paid or made on or after the date of this Agreement).

The Buyer shall not be obliged to purchase any Option Shares unless the sale and purchase of all the Option Shares is completed simultaneously, but completion of the purchase of some of the Option Shares shall not affect the rights of the Buyer with respect to the purchase of the others.

agrees and confirms that he or she has delivered to the Company a duly completed notice exercising his or her Options immediately prior to but conditional upon Completion and agreeing to sell the Option Shares that he or she acquires on the exercise of his or her Options; and

acknowledges and affirms that any Options that he or she holds and which are not exercised prior to Completion shall not be exercised and shall lapse immediately on Completion.

The total aggregate consideration for the purchase of the Option Shares under this Agreement shall, subject to Clause 3.2(e), be £1,053,043 (the “Optionholder Consideration”).

The Buyer shall withhold the Adjustment Payment Holdback Amount from the Optionholder Consideration. The pro rata share of each Option Seller’s amount of the Adjustment Payment Holdback Amount is set out in column (5) of Schedule 1 and such amounts will be paid to each Option Seller subject to Clause 3.2.

The Optionholder Consideration shall be satisfied by payment by the Buyer to each Option Seller (through payments to the Company as agent) of:

the amount of optionholder consideration as set out against each Option Seller’s name in column (4) of Schedule 1 payable on Completion (subject to adjustment in accordance with the remainder of this Clause where applicable); and

the amount of the Adjustment Payment Holdback Amount (if any) to be paid to that Option Seller in accordance with Clause 3.2(b)(ii); and

the Option Seller’s Proportion of any upward Adjustment Payment (which is due to the Sellers and the Option Sellers) subject to and in accordance with Clause 3.6 of the Majority SPA.

Each Option Seller undertakes to pay to the Company at Completion the Option Exercise Amount set out against their name in column (3) of Schedule 1 and directs the Buyer to withhold and pay their portion of the Option Exercise Monies from their portion of the Optionholder Consideration to the Company in satisfaction of the Option Exercise Amount.

Each Option Seller exercising an Unapproved Option acknowledges their obligation to pay the Option Tax Amount and authorises and directs the Company to receive the relevant Option Seller’s portion of the Optionholder Consideration (net of the Option Exercise Amount and subject to Clause 4.3) and, by reference to the Optionholder Consideration, to deduct and/ or pay, or procure the relevant Group Company of the

Each of the Option Sellers hereby acknowledges and agrees that:

all amounts payable under Clause 3.1(a) above shall be apportioned among the Option Sellers in accordance with Schedule 1, column (6) (The Option Sellers); and

such apportionment shall be valid and binding on all Option Sellers notwithstanding the provisions of the Articles, to the extent of any inconsistencies therewith,

All payments referred to in this Clause 3 shall be paid by or on behalf of the Buyer to the Company’s Bank Account (for onward payment through payroll). The Buyer’s obligation to make the payments referred to in this Clause 3 shall be discharged fully by the making of these payments to the Company, and the Buyer shall have no further obligation to ensure, and shall have no liability for ensuring, the distribution of any such payments amongst the relevant Option Sellers.

Pursuant to the Majority SPA, the Buyer and the Majority Sellers must comply with their respective obligations under Clauses 3.5 to 3.9 of and Schedule 8 to the Majority SPA, pursuant to which the Completion Accounts are to be prepared and become final and binding on the Buyer and the Majority Sellers and, by operation of this clause 3, the Option Sellers.

On the date falling five Business Days after the date on which the Completion Accounts become final and binding in accordance with the terms of the Majority SPA;

if the Net Working Capital and Cash as set out in the Completion Accounts exceeds the Target Net Working Capital and Cash, the Buyer shall release the Adjustment Payment Holdback Amount to the Option Sellers and, provided the excess is not less than an amount equal to the Threshold, in addition, shall pay to the Option Sellers an amount equal to the Optionholder Proportion of the excess above the Threshold and the percentage of the aggregate amount payable under this Clause 3.2(b)(i) that is payable to each Option Seller shall be equal to such Option Sellers’ Proportion;

if the Net Working Capital and Cash as set out in the Completion Accounts is less than the Target Net Working Capital and Cash by a figure exceeding the Threshold, then:

if the Optionholder Proportion of the shortfall (that is an amount that exceeds the Threshold) is equal to or in excess of the Adjustment Payment Holdback Amount then the Buyer shall be permitted to retain the Adjustment Payment Holdback Amount;

if the Optionholder Proportion of the shortfall (that is an amount that exceeds the Threshold) is less than the Adjustment Payment Holdback

if the Optionholder Proportion shortfall (that is an amount that exceeds the Threshold) is more than the Adjustment Payment Holdback Amount then, in addition to the Buyer retaining the Adjustment Payment Holdback Amount pursuant to (A) above, the Option Sellers shall pay the remaining amount of the Optionholder Proportion of the shortfall (above the amount of the Threshold) to the Buyer and the percentage payable under this Clause 3.2(b)(ii)(C) by each Option Seller shall be equal to such Option Seller’s Proportion.

To the extent that the aggregate of the amounts owed to HSBC UK Bank plc under the Company’s international business overdraft facility and asset finance facility are less than the HSBC Debt Amount on the Completion Date, the Buyer shall pay to the Option Sellers an amount equal to the Optionholder Proportion of the difference on the Completion Accounts Agreement Date in accordance with Clause 3.2(d) and in accordance with each Option Sellers’ Proportion.

Payment of any amount due to the Option Sellers pursuant to this Clause 3.2 shall be paid in aggregate by the Buyer to the Company’s Bank Account, proof of payment of which shall be an effective discharge of the Buyer’s obligation to pay such amounts under this Clause 3.2.

The Optionholder Consideration shall be deemed to be adjusted by an amount equal to:

the aggregate amount of any payment made by any Option Seller to the Buyer in respect of any Claim;

the aggregate amount of any payment made by the Buyer to any Option Seller in respect of any breach of this Agreement;

the aggregate of any amounts paid to the Option Sellers by the Buyer pursuant to Clause 3.2(c);

the aggregate amount of any Adjustment Payment made to the Buyer by the Option Sellers pursuant to Clause 3.2(b)(ii); and

the aggregate amount of any Adjustment Payments made to the Option Sellers by the Buyer pursuant to Clause 3.2(b)(i),

Completion shall take place on the Completion Date when the Option Sellers and the Buyer shall comply with their respective obligations as specified in Clauses 4.2 and 4.3 hereof.

a counterpart of this Agreement, duly executed by that Option Seller;

a copy of the Power of Attorney, duly executed by that Option Seller;

a stock transfer form in the name of the Buyer in respect of all the Option Shares held by the Option Seller, duly executed by that Option Seller;

pay to the Company’s Bank Account, on behalf of the Option Sellers, the Option Exercise Monies; and

pay to the Company’s Bank Account an amount equal to the Optionholder Consideration by way of telegraphic transfer for distribution by the Company as follows:

without further deduction among the Option Sellers exercising EMI Options; and

following deduction of the Option Tax Amount (which the Buyer shall pay to the Company’s Bank Account and shall procure that the Company shall promptly pay to the relevant Tax Authority to discharge the Option Tax Amount) among the Option Sellers exercising Unapproved Options,

The performance by the Option Sellers of their respective obligations under Clause 4.2 shall be a condition precedent to the performance by the Buyer of its obligations under Clause 4.3 to the extent that, if the Option Sellers or any of them shall fail or shall be unable to perform any of their obligations under Clause 4.2, the Buyer shall at its option (and without prejudice to any other remedies or rights which it may have against the Option Sellers or any of them in respect of such non-performance) cease to be liable to perform its obligations under Clause 4.3.

at Completion, he or she will be the sole legal and beneficial owner of the Option Shares set forth against his name in column (2) of Schedule 1, free from all Encumbrances;

he or she has the necessary power and authority to enter into and perform this Agreement.

All of the obligations of the Option Sellers under this Agreement are several (and not joint or joint and several) and any liability of the Option Sellers under this Agreement shall be apportioned between the Option Sellers in the percentages shown opposite their names in column (7) of Schedule 1 (The Option Sellers).

If any liability of one or more (but not all) of the Option Sellers is, or becomes illegal, invalid or unenforceable in any respect, that shall not affect or impair the liabilities of the other Option Sellers under this Agreement.

The Buyer may release or compromise the liability of any Option Seller or grant time or other indulgence to any Option Seller without releasing or reducing the liability of any other Option Seller.

Where a liability of one or more (but not all) of the Option Sellers is so released or compromised, the remaining Option Sellers who are subject to such obligation under the terms of this Agreement shall continue to be severally liable for that obligation.

Each Option Seller undertakes to the Buyer that it will not use or disclose to any person any information (i) relating to the Company's business or financial or other affairs; or (ii) provided to the Option Seller by or on behalf of the Buyer or otherwise obtained in connection with this Agreement which relates to any member of the Buyer and/ or the Buyer’s Group Companies (in either case, “Confidential Information”), provided that nothing in this Clause 7 shall prevent:

disclosure of Confidential Information to or at the written request of the Buyer;

use or disclosure of Confidential Information required to be disclosed by law or any regulatory body, provided that any Option Seller subject to such requirement shall promptly notify the Buyer, where practicable and lawful to do so, before disclosure occurs (as the case may be) and shall co-operate with the Buyer regarding the timing and content of such disclosure (as the case may be) or any action which the Buyer may reasonably elect to take to challenge the validity of such requirement;

disclosure of Confidential Information to professional advisers on a confidential basis for the purpose of advising any the Option Seller; or

disclosure of Confidential Information which becomes generally known other than by a Option Seller's breach of any other provision of this Clause 7.

The Option Sellers shall not disclose the making of this Agreement or its terms or the existence or the terms of any other agreement referred to in this Agreement (except those matters set out in the press release in the agreed form) without the prior consent of the Buyer unless disclosure is required by law or the rules and requirements of any regulatory body and disclosure shall then only be made by the Option Seller:

after it has taken all such steps as may be reasonable in the circumstances to agree to the contents of such announcement with the Buyer before making such announcement and provided that any such announcement shall be made only after notice to the other party;

to the person or persons and in the manner required by law or such regulatory body or as otherwise agreed between the parties; and

to any tax, legal or financial advisor.

Notwithstanding the restrictions contained in Clause 7.2, the Option Sellers shall be permitted to disclose the making of this Agreement or its terms or the existence or the terms of any other agreement referred to in this Agreement without the prior consent of the Buyer to a Tax Authority.

The restrictions contained in Clause 7.2 shall apply without limit of time. Communications with investors or potential investors in any funds managed or advised by the Buyer or its Affiliates shall not constitute disclosure for the purpose of Clause 7.2 but shall be subject to the confidentiality provisions contained in Clause 7.1.

Any notice to be given under this Agreement must be in writing, and may be served by hand, by pre-paid signed-for first class post or airmail to the address given below, or to such other address as may have been notified by any Party to the other Parties for this purpose (which shall supersede the previous address) from the date on which notice of the new address is deemed to be served under this Clause 8.1).

Any notice served in accordance with paragraph (a) above shall be deemed to have been received:

if delivered by hand, at the time of delivery;

if sent by first class post, at 9.30 am on the second clear day after the date of posting; or

if sent by airmail, at 9.30 am on the fifth clear day after the date of posting.

In proving receipt of any notice served in accordance with paragraph (a) above, it shall be sufficient to show that the envelope containing the notice was properly addressed and either delivered to the relevant address by hand or posted as a pre-paid signed-for first class or airmail letter.

A notice given under this Clause 8 shall not be validly served if sent by email.

The Option Sellers' Representative shall act on behalf of the Option Sellers in respect of this Agreement and, in particular:

any notice or consent to be given by the Option Sellers to the Buyer under this Agreement may be given by the Option Sellers' Representative on behalf of all the Option Sellers, and the Buyer is not required to have regard to any notice served by or on behalf of the Option Sellers (or any of them) by any other person; and

any notice to be given by the Buyer to the Option Sellers under this Agreement shall be validly served on all the Option Sellers (or any of them) if it is served on the Option Sellers' Representative in accordance with Clause 8.1 (Service of notices).

The Option Sellers may at any time appoint a different person to act as the Option Sellers' Representative by written notice to the Buyer, which appointment shall take effect from the date on which such notice is deemed to be served pursuant to Clause 8.1 (Service of notices) or such later date as may be specified in the notice.

receiving notice of, attending and voting at any general meeting of the members of the Company, including meetings of the members of any particular class of member, and all or any adjournments of such meetings, or signing any resolution as registered holders of the relevant Option Shares;

completing and returning proxy cards (or equivalent), consent to short notice and any other documents required to be signed by the registered holder of the relevant Option Shares;

dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the relevant Option Shares or received in connection with the relevant Option Shares from the Company or any other person; and

otherwise executing, delivering and doing all deeds, instruments and acts in the relevant Option Seller’s name insofar as may be done in the relevant Option Seller's capacity as registered holder of the relevant Option Shares.

Each party shall bear its own costs and expenses in relation to the negotiations leading up to the sale and purchase of the Option Shares and the preparation, execution and carrying into effect of this Agreement. Each Option Seller agrees to contribute in their pro-rata proportion to the Sellers’ Deal Costs Amount and directs the Buyer to pay an amount equal to their pro-rata proportion of the Sellers’ Deal Costs Amount to the Sellers’ Solicitors Account in satisfaction of their obligation under this Clause 10.3(a).

The Buyer shall bear the cost of any stamp duty or stamp duty reserve tax payable on the purchase of the Option Shares.

For the purposes of this Clause, “Pre-Contractual Statement” means any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement other than as expressly set out in this Agreement.

The Parties confirm that this Agreement and any document in the Agreed Form, represents the entire understanding, and constitutes the entire agreement of the Parties

Each of the Parties acknowledges and agrees that in entering into this Agreement it does not rely on any Pre-Contractual Statement.

Each of the Parties acknowledges and agrees that the only remedy available to it for breach of this Agreement shall be for breach of contract and it shall have no right of action against any other Party in respect of any Pre-Contractual Statement.

This Clause 10.5 shall exclude liability for misrepresentation save that it shall not exclude any liability for (or remedy in respect of) fraudulent misrepresentation.

Except as expressly stated in this Agreement, this Agreement does not confer any rights on any person or party under the Contracts (Rights of Third Parties) Act 1999.

The Parties may rescind, vary or terminate this Agreement in accordance with its terms without the consent of or notice to any person on whom such rights are conferred.

Subject to this Clause 10.8, this Agreement shall be binding upon and enure for the benefit of the successors and assignees of the Parties including, in the case of individuals, their respective estates after their deaths and, subject to any succession or assignment permitted by this Agreement, any such successor or assignee of the Parties shall in its own right be able to enforce any term of this Agreement.

Subject to Clause 10.8(c), no Party to this Agreement nor their successors and assignees shall be entitled to assign their respective rights or obligations under this Agreement without the prior written consent of the Buyer (in the case of any of the Option Sellers) or the Option Sellers' Representative (in the case of the Buyer).

The Buyer and its assignees may at any time: (i) assign, (including to any lender of the Buyer or any lender to any Group Company of the Buyer and/or any administrative or collateral agent on behalf of any such lenders as collateral security) (ii) transfer, (iii) charge or otherwise grant security over or assign by way of security, (iv) declare or create a trust or other interest over or (v) deal in any other manner with the Buyer’s rights under this Agreement, provided that the liability of the Option Sellers as a result of any of the foregoing actions shall be no more than it would have been to the Buyer had such foregoing actions not taken place.Remedies

The rights and remedies conferred on any Party by, or pursuant to, this Agreement are cumulative and are in addition, and without prejudice, to all other rights and remedies otherwise available to such Party at law.

If any provision of this Agreement is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of this Agreement will remain in full force and effect and will not in any way be impaired.

If any provision of this Agreement is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted or amended, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.

This Agreement and any non-contractual obligations arising out of or in connection with this Agreement (including its formation) is governed by and shall be construed in accordance with the law of England and Wales.

Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England over any claim, dispute or controversy (whether contractual or non-contractual) arising under or in connection with this Agreement or the legal relationships established by this Agreement (including its formation).

Each Party irrevocably consents to any process in any legal action or proceedings arising out of or in connection with this Agreement being served on it in accordance with the provisions of this Agreement relating to service of notices. Nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by law.