Share Purchase Agreement by and among PowerSteering UK, Aine Denn, and Roy Enright as sellers' representative, dated as of October 4, 2019

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

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”);

ROY ENRIGHT of 31 Waltham Terrace, Blackrock, Dublin, Ireland (the "Sellers' Representative"),

Each Minority Seller is the legal and (other than Select Strategies Limited which holds Minority Shares on trust for Paul O'Dea and InfoMentis Group LLC and InfoMentis Inc. which hold Minority Shares on trust for Wendy F. Reed, Mark T. Reed, Kevin Patrick Reed, Colin Michael Reed and Grace Elizabeth Reed) beneficial owner and registered holder of that number of shares in the capital of the Company set out in column (3) of Schedule 1.

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

The Introduction and Schedules form part of this Agreement and have the same force and effect as if set out in the body of this Agreement. Any reference to this Agreement includes the Introduction and Schedules.

In this Agreement, unless expressly stated otherwise, capitalised terms have the meanings assigned to them in the Majority SPA and the capitalised terms set out below have the following meanings:

The rules of interpretation as set out in Clause 1.3 of the Majority SPA shall apply to this Agreement as if contained in this Agreement.

Each Minority Seller shall sell the entire legal and beneficial interest in the Minority Seller’s Minority Shares free from all Encumbrances, and the Buyer shall purchase, that number of Minority Shares listed opposite such Minority Seller's name in column (3) of Schedule 1 with effect from the Completion Date together with all rights attached or accruing to such Minority 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 will not be obliged to complete the purchase of any of the Minority Sellers' Minority Shares unless:

the purchase of all of the Majority Sellers' Shares;

the purchase of all of the Minority Shares;

the purchase of all of the Altify UK Shares;

the purchase of all of the Option Shares; and

the purchase of all of the Áine Denn Shares,

Each Minority Seller undertakes in respect of his/her/its own respective shareholding to procure the waiver of all pre-emption and similar rights over his/her/its own Minority Shares or any of them to which any person may be entitled under the constitution of the Company or otherwise in relation to the sale and purchase of the same under this Agreement.

Simultaneously with Completion the Buyer will purchase the Majority Shares pursuant to the Majority SPA.

Simultaneously with Completion the Buyer will purchase the Altify UK Shares pursuant to the Altify UK SPA.

Simultaneously with Completion the Buyer will purchase the Option Shares pursuant to the Option SPA and procure that the Aggregate Option Exercise Price is paid to the Company in accordance with the terms of such agreement.

Simultaneously with Completion, the Buyer will purchase the Áine Denn Shares pursuant to the Áine Denn SPA.

The total aggregate consideration for the purchase of the Minority Shares under this Agreement shall be $5,001,851 (the “Minority Consideration”).

The Minority Consideration shall be divided between the Minority Sellers in proportion to their respective holdings of the Minority Shares but the Buyer shall not be concerned with such division.

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

On Completion each Minority Seller shall deliver to the Buyer:

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

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

On Completion, the Buyer shall pay the Sellers’ Solicitors’ Account to the Minority Consideration.

The performance by the Minority Sellers of their respective obligations under Clause 4.2 shall be a condition precedent to the performance by the Buyer of its obligation under Clause 4.3 to the extent that, if the Minority 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 Minority Sellers or any of them in respect of such non-performance) cease to be liable to perform its obligations under Clause 4.3 provided however that the Buyer will not have any right to seek the rescission of this Agreement.

The transfer of monies to the Sellers’ Solicitors’ Account by the Buyer in accordance with Clause 4.3 shall be an absolute discharge for the Buyer of such obligation, who shall not be concerned to see that, and shall have no liability in respect of, the monies transferred being applied to pay the Minority Sellers in accordance with their respective entitlements.

Each of the Minority Sellers warrants to the Buyer, in respect of himself/herself//itself only, that each of the following warranties is true and accurate in all respects and not misleading as at the Completion Date:

such Minority Seller has full power to enter into and perform his/her/its obligations under this Agreement and all the documents in the Agreed Form to be executed by him/her/it and this Agreement constitutes, and each such Agreed Form document when executed will constitute, binding obligations of such Minority Seller in accordance with its terms;

the execution and delivery of this Agreement and any of the Agreed Form documents to be executed by such Minority Seller and the performance of and compliance by such Minority Seller with its and their terms and provisions will not:

conflict with or result in a breach of, or constitute a default under, any agreement or instrument to which such Minority Seller is a party or by which such Minority Seller is bound; or

conflict with or result in a breach of any applicable law, regulation, order, writ, injunction or decree of any court or agency to which the Minority Seller is subject;

such Minority Seller is not party to any agreement or bound by any obligation the terms of which will prevent the Buyer from enjoying the full benefit of this Agreement;

such Minority Seller's Minority Shares are legally and (other than the Minority Shares owned by Select Strategies which are beneficially owned by Paul O’Dea and the Minority Shares legally owned by InfoMentis Group LLC and InfoMentis Inc. which are beneficially owned by Wendy F. Reed, Mark T. Reed, Kevin Patrick Reed, Colin Michael Reed and Grace Elizabeth Reed) beneficially owned by such Minority Seller free from all Encumbrances (other than as set out in the Company’s constitution); and

neither such Minority Seller nor, so far as the Minority Seller is aware, any person connected with such Minority Seller has any interest, direct or indirect, in any business other than that now carried on by the Company which is or is likely to be or become competitive with the business of the Company.

Each of the Minority Sellers confirms that he/she/it has no claim (whether in respect of any breach of contract, compensation for loss of office or monies due to him or on any account whatsoever) outstanding against the Company or any Subsidiary or against any of the shareholders, directors, officers, employees of the Company or any Subsidiary and that no agreement or arrangement (including any contract of employment) is outstanding under which the Company or any Subsidiary or any of such persons has or could have any obligation of any kind to him/her/it, except:

as may arise under the terms of this Agreement;

in the case of certain Minority Sellers as may arise under the contracts of employment or service agreements of such Minority Sellers with the Company or the Subsidiaries (as the case may be);

in relation to the accrual of any remuneration (of any kind, including salary, commission, bonus payments and pension contributions) to the relevant Minority Sellers in accordance with their contracts of employment or service agreements with the Company or the Subsidiaries, in each case in respect of the latest relevant remuneration period; and

any amounts due to any of the relevant Minority Sellers in respect of the reimbursement of expenses in accordance with the terms of their contract of employment or service agreements with the Company or the Subsidiaries and the Company’s or Subsidiaries' expenses policy.

To the extent that any such claim or obligation exists or may exist, each of the Minority Sellers irrevocably and unconditionally waives such claim or obligation and releases the Company and each Subsidiary and any such other persons from any liability whatsoever in respect of such claim or obligation.

Subject to the provisions of Clause ‎7.2, no Party shall issue any press release or publish any circular to shareholders or any other public document or make any statement or disclosure to any person who is not a Party (including any document, statement or disclosure published, issued or made by the Minority Sellers or any of them to any supplier to or customer of the Company or any of the Subsidiaries) in each case relating to this Agreement, its terms or the matters contained in it, without obtaining the prior written approval of the Buyer and the Sellers’ Representative to its contents and the manner and extent of its presentation and publication or disclosure (such approval not to be unreasonably withheld or delayed or made subject to unreasonable conditions).

The provisions of Clause ‎7.1 do not apply to:

any announcement relating to or connected with or arising out of this Agreement required to be made by any Party:

by virtue of the regulations of the US Securities and Exchange Commission; or

by any court or governmental or administrative authority competent to require the same; or

by any applicable law or regulation;

any statement or disclosure made in good faith by any Minority Seller, the Buyer, the Company or any of the Subsidiaries after Completion for its legitimate corporate purposes, including in connection with any civil, criminal, regulatory or arbitration proceedings in any jurisdiction brought or threatened by or against it in relation to the Agreement, the documents in the Agreed Form and any other documents referred to in it or them;

any document, statement or disclosure published, issued or made by the Buyer, the Company or any of the Subsidiaries after Completion to any supplier to or customer of the Company or of any of the Subsidiaries;

any disclosure made by a Party to its professional advisers, provided that such disclosure is made under obligations of confidentiality; or

any document, statement or disclosure made by the Buyer after Completion to any person to whom it proposes to assign its rights under this Agreement or who is otherwise contemplated by Clause 11.

Each Minority Seller irrevocably and unconditionally appoints the Sellers' Representative (and any replacement Sellers' Representative from time to time) as his agent to negotiate, determine, agree and settle any dispute or matter between the Sellers (or any group of them) and the Buyer arising out of or in connection with this Agreement where this Agreement confers such responsibility on the Sellers' Representative. As the representative of the Minority Sellers under this Agreement and/or any Transaction Document, the Sellers' Representative shall act as the agent for all Minority Sellers, shall have authority to bind each such Minority Seller in accordance with this Agreement, and the Buyer may rely on such appointment and the Sellers’ Representative’s authority to bind the Minority Sellers until the receipt by the Buyer of notice of the appointment of a successor Sellers' Representative.

The Minority Sellers confirm that the Buyer may rely exclusively upon, without independent verification or investigation, all decisions, communications or writings made, given or executed by the Sellers' Representative in connection with this Agreement and/or any Transaction Document. The Buyer is entitled to deal exclusively with the Sellers' Representative on all matters relating to this Agreement and/or any Transaction Document and any action taken or not taken or decisions, communications or writings made, given or executed by the Sellers' Representative, for or on behalf of any Minority Seller, shall be deemed an action taken or not taken or decisions, communications or writings made, given or executed by such Minority Seller. Any notice or communication delivered by the Buyer to the Sellers' Representative shall be deemed to have been delivered to all relevant Sellers.

Other than in his capacity as a Minority Seller hereunder and without limitation to his obligations under this Agreement and/or any other Transaction Document wherein the Sellers' Representative acts in a capacity other than his capacity as the Sellers' Representative, the Sellers' Representative shall have no liability to the Buyer for any default under this Agreement and/or Transaction Document by any other Seller. Except for fraud, criminal activity, gross negligence or wilful misconduct in his capacity as Sellers' Representative on his part, the Sellers' Representative shall have no liability to any other Seller under this Agreement and/or under any Transaction Document for any action or omission by the Sellers' Representative on behalf of the other Sellers.

The Sellers' Representative shall be entitled to retain counsel and to incur such costs and expenses as the Sellers' Representative deems to be necessary or appropriate in connection with the performance of his obligations under this Agreement and/or under any Transaction Document and the Sellers' Representative shall be reimbursed for all such costs and expenses (including reasonable attorneys' fees and expenses) by the Minority Sellers.

All of the immunities and powers granted to the Sellers' Representative under this Agreement shall survive the Completion Date and/or any termination of any Transaction Document. The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy, dissolution, winding up or liquidation of any of the Minority Sellers and (ii) shall survive Completion.

Each Minority Seller irrevocably appoints the Sellers' Representative to be his or her or its lawful attorney with full power, authority and legal right in his/her/its name and on his/her/its behalf to sign, execute or deliver any required stock transfer form in respect of the transfer of his/her/its respective shares under this Agreement.

The Minority Sellers hereby severally and not jointly agree to indemnify and hold the Sellers' Representative harmless from and against any and all liability, loss, cost, damage or expense (including without limitation professional fees) reasonably incurred or suffered as a result of the performance of the Sellers' Representative's duties under this Agreement except for any such liability arising out of the wilful misconduct of the Sellers' Representative.

Each of the Minority Sellers appoints the Buyer (acting by its directors from time to time) as his attorney (“Attorney”), with full power to exercise all rights in relation to the Minority Shares to be sold by such Minority Seller registered in the name of that Minority Seller as the Attorney in its absolute discretion sees fit, including but not limited to:

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 Minority 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 Minority 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 Shares or received in connection with the relevant Minority Shares from the Company or any other person; and

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

These powers of attorney shall be irrevocable, save with the consent of the Buyer, and are given by way of security to secure the proprietary interest of the Buyer as the buyer of the Minority Shares, but shall expire in respect of the Minority Shares on the date on which the Buyer and/or its nominee is or are entered in the register of members of the relevant Company as holder(s) of the relevant Minority Shares.

Each Minority Seller confirms in respect of his/her/its Minority Shares only that:

to the best of their knowledge the original certificates of title to the Minority Shares held by them has been lost or destroyed;

neither the Minority Shares nor the certificates of title to the Minority Shares have been transferred, charged, lent, deposited or dealt with in any way that may affect their title to the Minority Shares; and

he/she/it is the person entitled to be on the register of members of the Company in respect of the Minority Shares.

Each Minority Seller agrees in respect of his/her/its Minority Shares only to indemnify the Buyer and the Company from and against all claims, actions, proceedings and demands which may be brought against the Buyer or the Company and all losses, liabilities, charges, costs, damages and expenses which the Buyer or the Company may incur as a result of allowing the registration of the transfer of all or any part of such Minority Shares without the production of the original certificates.

Each Minority Seller covenants to return his/her/its original certificate if it is found and the indemnity given in this Clause 10 will continue in force even if the original certificate is returned.

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.

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 Minority Sellers) or the 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 Minority 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.

Any notice or other communication to be given under this Agreement shall be in writing and shall be delivered personally or sent by post or email to the Party to be served at its address set out below:

to the Buyer at:

to the Minority Sellers, to the Sellers’ Representative at:

Any such notice shall be deemed to have been received:

if delivered personally, at the time of delivery;

in the case of first class recorded delivery, 24 hours from the date of posting;

in the case of airmail, five days from the date of posting; and

in the case of email, at the time of delivery,

In proving service of a notice or document it shall be sufficient to prove that delivery was made and recorded or that an email was properly addressed and despatched and the sender did not receive notification of a failure to deliver, as the case may be.

Each Party undertakes, for no further consideration or payment but at the cost and expense of the requesting Party, to sign all documents and to do all other acts as the requesting Party reasonably requires which may be necessary to give full effect to this Agreement.

Each Party shall pay the costs and expenses incurred by it in connection with the negotiation, preparation, execution and carrying into effect of this Agreement and each document referred to in it.

This Agreement shall, as to any of its provisions remaining to be performed or capable of having or taking effect following Completion, remain in full force and effect notwithstanding Completion.

Unless expressly provided otherwise, all representations, warranties, undertakings, covenants, agreements and obligations made, given or entered into in this Agreement by more than one person are made, given or entered into severally.

The rights of each Party under this Agreement:

may be exercised as often as necessary;

are cumulative and not exclusive of rights or remedies provided by law; and

may be delayed, released or waived only in writing and specifically.

Delay in the exercise or non-exercise of any right or remedy provided by this Agreement or by law is not a waiver of that right or remedy.

A waiver of a breach of any of the terms of this Agreement or a default under this Agreement does not constitute a waiver of any other breach or default and shall not affect the other terms of this Agreement.

Any amendment of this Agreement shall not be binding on the Parties unless set out in writing, expressed to amend this Agreement and signed by authorised representatives of the Buyer and the Sellers’ Representative.

The provisions contained in each Clause and paragraph of this Agreement shall be enforceable independently of each of the others and their validity or enforceability shall not be affected if any of the others is invalid or unenforceable by reason of any provision of applicable law.

If any provision is invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted or modified, the provision in question shall apply with such modification as may be necessary to make it valid and enforceable.

This Agreement may be executed in any number of counterparts, and by the Parties on separate counterparts, each of which, when executed and delivered, shall constitute one and the same instrument. Delivery of an executed signature page of a counterpart facsimile transmission or in AdobeTM Portable Document Format (PDF) sent by electronic mail shall take effect on delivery of an executed counterpart of this Agreement.

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 in relation to its subject matter and its terms and supersedes any previous agreement between the Parties relating to the subject matter or the terms of this Agreement.

Each of the Parties acknowledges and agrees that in entering into this Agreement it has not relied 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 and, for the avoidance of doubt, no Party will have a right to seek the rescission of this Agreement.

This Clause ‎14 shall exclude liability for misrepresentation save that it shall not exclude any liability for (or remedy in respect of) fraudulent misrepresentation.

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 Ireland.

Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts of Ireland 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 by mail. Nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by law.