Agreement and Plan of Merger



 Exhibit 10.15 
 Agreement and Plan of Merger 
 Among 
 PAR3 Communications, Inc., 
 EWW Acquisition Corp., 
 EnvoyWorldWide, Inc. 
 and

 Battery Ventures V, L.P., as Representative 
 November 21, 2005 







 TABLE OF CONTENTS 
  


							
	 	  	 	  	 	  	Page
	 ARTICLE I CERTAIN DEFINITIONS
	  	1
		
	ARTICLE II THE MERGER	  	8
		  	2.1	  	Conversion of Shares	  	8
		  	2.2	  	Escrow	  	9
		  	2.3	  	The Closing	  	9
		  	2.4	  	Effects of the Merger	  	10
		  	2.5	  	Surrender of Certificates	  	10
		  	2.6	  	Dissenting Shares	  	11
		  	2.7	  	Carve Out Options	  	12
		  	2.8	  	Tax Withholding	  	12
		  	2.9	  	Tax Consequences	  	12
		  	2.10	  	Further Assurances	  	12
		
	 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY
	  	12
		  	3.1	  	Organization and Good Standing	  	12
		  	3.2	  	Subsidiaries	  	12
		  	3.3	  	Power, Authorization and Validity	  	12
		  	3.4	  	Capitalization of the Company	  	13
		  	3.5	  	No Violation	  	14
		  	3.6	  	Litigation	  	14
		  	3.7	  	Taxes	  	14
		  	3.8	  	Company Financial Statements	  	15
		  	3.9	  	Title to Properties	  	16
		  	3.10	  	Absence of Certain Changes	  	16
		  	3.11	  	Contracts, Agreements, Arrangements, Commitments and Undertakings	  	18
		  	3.12	  	No Default; No Restrictions	  	19
		  	3.13	  	Intellectual Property	  	20
		  	3.14	  	Compliance with Laws	  	23
		  	3.15	  	Certain Transactions and Agreements	  	23
		  	3.16	  	Employees, ERISA and Other Compliance	  	23
		  	3.17	  	Corporate Documents	  	26
		  	3.18	  	Transaction Expenses	  	26
		  	3.19	  	Books and Records	  	26
		  	3.20	  	Insurance	  	26
		  	3.21	  	Environmental Matters	  	26
		  	3.22	  	No Existing Discussions	  	27
		  	3.23	  	Customers	  	27
		  	3.24	  	Disclosure	  	27
		
	 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PAR 3 AND MERGER SUB
	  	27
		  	4.1	  	Organization and Good Standing	  	27
		  	4.2	  	Power, Authorization and Validity	  	28
		  	4.3	  	No Violation	  	28
		  	4.4	  	Interim Operations of Merger Sub	  	28
		  	4.5	  	Capitalization	  	29
		  	4.6	  	Financial Statements	  	29
		  	4.7	  	Compliance with Laws; Customers	  	29
		  	4.8	  	Absence of Changes	  	30
		  	4.9	  	Valid Issuance	  	30
		  	4.10	  	Litigation	  	30
		  	4.11	  	Taxes	  	30
		  	4.12	  	Books and Records	  	30

  

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 TABLE OF CONTENTS 
 (continued) 
  

							
	 	  	 	  	 	  	Page
		  	4.13	  	Title to Properties	  	30
		  	4.14	  	Disclosure	  	30
		  	4.15	  	Reorganization Treatment	  	30
		
	 ARTICLE V COMPANY COVENANTS
	  	31
		  	5.1	  	Advice of Changes	  	31
		  	5.2	  	Maintenance of Business	  	31
		  	5.3	  	Conduct of Business	  	32
		  	5.4	  	Regulatory Approvals	  	34
		  	5.5	  	Approval of Company Stockholders	  	34
		  	5.6	  	Necessary Consents; Warrants Amendment	  	34
		  	5.7	  	Litigation	  	35
		  	5.8	  	No Other Negotiations	  	35
		  	5.9	  	Access to Information	  	35
		  	5.10	  	Satisfaction of Conditions Precedent	  	35
		  	5.11	  	Notices to Company Securityholders and Employees	  	36
		  	5.12	  	Closing Merger Expense Certificate	  	36
		
	 ARTICLE VI PAR 3 COVENANTS
	  	36
		  	6.1	  	Changes	  	36
		  	6.2	  	Satisfaction of Conditions Precedent	  	36
		  	6.3	  	Indemnification of Company Directors and Officers	  	36
		  	6.4	  	Regulatory Approvals	  	37
		  	6.5	  	Management Rights Letter	  	37
		  	6.6	  	Company Management	  	37
		
	 ARTICLE VII CONDITIONS TO CLOSING OF MERGER
	  	37
		  	7.1	  	Conditions to Each Party’s Obligation to Effect the Merger	  	37
		  	7.2	  	Additional Conditions to Obligations of PAR3 and Merger Sub	  	38
		  	7.3	  	Additional Conditions to Obligations of the Company	  	39
		
	 ARTICLE VIII TERMINATION OF AGREEMENT
	  	40
		  	8.1	  	Termination by Mutual Consent	  	40
		  	8.2	  	Unilateral Termination	  	40
		  	8.3	  	Effect of Termination	  	41
		
	 ARTICLE IX SURVIVAL OF REPRESENTATIONS, INDEMNIFICATION AND REMEDIES; CONTINUING COVENANTS
	  	41
		  	9.1	  	Survival	  	41
		  	9.2	  	Agreement to Indemnify	  	41
		  	9.3	  	Limitations	  	42
		  	9.4	  	Notice of Claim	  	42
		  	9.5	  	Defense of Third-Party Claims	  	43
		  	9.6	  	Contents of Notice of Claim	  	43
		  	9.7	  	Resolution of Notice of Claim	  	44
		  	9.8	  	Release of Remaining Escrow Property	  	44
		  	9.9	  	Tax Consequences of Indemnification Payments	  	45
		  	9.10	  	Appointment of Representative	  	45
		
	 ARTICLE X MISCELLANEOUS
	  	46
		  	10.1	  	Governing Law	  	46
		  	10.2	  	Assignment; Binding Upon Successors and Assigns	  	46
		  	10.3	  	Severability	  	46
		  	10.4	  	Counterparts	  	46
		  	10.5	  	Other Remedies	  	46

  

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 TABLE OF CONTENTS 
 (continued) 
  

							
	 	  	 	  	 	  	Page
		  	10.6	  	Amendments and Waivers	  	46
		  	10.7	  	Expenses	  	47
		  	10.8	  	Attorneys’ Fees	  	47
		  	10.9	  	Notices	  	47
		  	10.10	  	Interpretation; Rules of Construction	  	48
		  	10.11	  	Third Party Beneficiary Rights	  	48
		  	10.12	  	Public Announcement	  	48
		  	10.13	  	Entire Agreement	  	48
		  	10.14	  	Waiver of Jury Trial	  	49

  

 iii 








 LIST OF EXHIBITS 
  

			
	Exhibit A	 	List of Signatories to Company Employee Agreements
	Exhibit B	 	Form of Escrow Agreement
	Exhibit C-1	 	Preliminary Merger Consideration Allocation Schedule
	Exhibit C-2	 	Final Merger Consideration Allocation Schedule
	Exhibit D	 	Matters to be Covered in the Opinion of Heller Ehrman LLP
	Exhibit E	 	Matters to be Covered in the Opinion of Edwards Angell Palmer & Dodge LLP
	Exhibit F	 	Amended and Restated Articles of Incorporation of PAR3 Communications, Inc.
	Exhibit G	 	PAR3 Investor Agreements








 AGREEMENT AND PLAN OF MERGER

 This AGREEMENT AND PLAN OF MERGER (this
“Agreement”) is made and entered into as of November 21, 2005 (the “Agreement Date”) by and among PAR3 Communications, Inc., a Washington corporation (“PAR3”), EWW Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of PAR3 (“Merger Sub”), EnvoyWorldWide, Inc., a Delaware corporation (the “Company”), and Battery Ventures V, L.P., as Representative, solely with respect to Article IX
hereof and such other provisions hereof which specifically refer to such Representative (the “Representative”). 
 RECITALS 
 A. The parties intend that, subject to the terms and conditions hereinafter set forth, Merger Sub
shall merge with and into the Company (the “Merger”), with the Company to be the surviving corporation of the Merger (the “Surviving Corporation”), on the terms and subject to the conditions of this Agreement and
pursuant to the applicable provisions of the laws of the State of Delaware. 
 B. The Boards of Directors of PAR3, Merger Sub and the Company
have determined that the Transactions (defined below), including the acquisition of the Company by PAR3 in the Merger upon the terms and subject to the conditions of this Agreement, are in the best interests of their respective stockholders or
shareholders and have approved and declared advisable this Agreement and the Transaction Agreements (defined below). 
 C. The PAR3
shareholders have approved the Transactions, including the Merger, the PAR3 Restated Articles (defined below) and the issuance of the shares of Series C-1 Preferred Stock (defined below) in the Merger pursuant to the terms of this Agreement, as
required by Applicable Law (defined below) and PAR3’s Amended and Restated Articles of Incorporation. 
 D. The Board of Directors of
the Company has unanimously determined that in its judgment that the consideration to be paid for each share of issued and outstanding capital stock of the Company in the Merger is fair to and in the best interests of the Company and its
stockholders and has recommended that said stockholders approve this Agreement and the Transactions, including the Merger, and adopt this Agreement, upon the terms and subject to the conditions set forth herein. 
 E. Concurrently with the execution and delivery of this Agreement, and as a condition to PAR3’s willingness to enter into this Agreement, each of
the employees of the Company listed on Exhibit A is executing and delivering to PAR3 an executed employment agreement or consulting agreement in the form acceptable to PAR3 (the “Company Employee Agreements”), which Company
Employee Agreements shall become effective only based on the terms thereof, upon the Effective Time (as defined in Article I). 
 F.
PAR3, Merger Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and to prescribe various conditions to the Merger. 
 G. It is intended by the parties that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code (defined below) and
that this Agreement constitute a “plan of reorganization” within the meaning of Section 1.368-2(g) and 1.368(a) of the income tax regulations under the Code. 
 NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and conditions contained herein, the
parties hereby agree as follows: 
 ARTICLE I 
 CERTAIN DEFINITIONS 
 As used in this Agreement, the following terms shall have the meanings set
forth below. Unless indicated otherwise, all mathematical calculations contemplated hereby shall be made to the fifth decimal place. 
 “Affiliate” has the meaning set forth in Rule 144 promulgated under the Securities Act. 







 “Alternative Transaction” means: (A) any acquisition or purchase of Company Capital
Stock from the Company by any person or “group” (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) representing more than a 15% voting interest in any class or series of Company Capital Stock
or any tender offer or exchange offer or privately negotiated share transfer that if consummated would result in any person or “group” (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder)
beneficially owning Company Capital Stock representing 15% or more of the voting interest in any class or series of Company Capital Stock or any merger, consolidation, business combination or similar transaction involving the Company pursuant to
which the Company Stockholders immediately preceding such transaction hold less than 85% of the equity interests in any class or series of capital stock of the surviving or resulting entity of such transaction; (B) any sale, lease, exchange,
transfer, license, acquisition or disposition of a substantial portion of the Company Business or assets of the Company; or (C) any initial public offering of capital stock or other securities of the Company pursuant to a registration statement
filed under the Securities Act. 
 “Applicable Law” means, collectively, all federal, state, local or municipal statutes,
ordinances, regulations, and rules, and all orders, writs, injunctions, awards, judgments and decrees applicable to the assets, properties and business (and any regulations promulgated thereunder) of the applicable company or entity. 
 “Balance Sheet Date” means October 31, 2005. 
 “Certificate of Merger” means the certificate of merger to be filed with the Office of the Secretary of State of the State of Delaware at the time of Closing in such appropriate form as shall be
required by Delaware Law. 
 “Closing” means the closing of the transactions necessary to consummate the Merger. 

“Closing Date” means a time and date on which the Closing shall occur to be specified by the parties, which shall be no later than
the second business day after the satisfaction or waiver of the conditions set forth in Article VII, or at such other time, date and location as the parties hereto agree in writing. 
 “Closing Merger Expense Certificate” means a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing
Date, certifying the amount of unpaid Transaction Expenses (including an itemized list of each Transaction Expense and the Person to whom such expense was or is owed). 
 “Code” means the Internal Revenue Code of 1986, as amended. 
 “Company Ancillary
Agreements” means, collectively, each certificate to be delivered on behalf of the Company by an officer or officers of the Company at the Closing pursuant to Article VII and each agreement or document (other than this Agreement) that the
Company is to enter into as a party thereto pursuant to this Agreement. 
 “Company Balance Sheet” means the Company’s
unaudited balance sheet as of the Balance Sheet Date included in the Company Financial Statements. 
 “Company Business”
means the business of the Company as presently conducted. 
 “Company Capital Stock” means the Company Common Stock and the
Company Preferred Stock, taken together. 
 “Company Common Stock” means the Common Stock, par value $0.01 per share, of the
Company. 
 “Company Disclosure Schedule” means the disclosure schedule attached hereto and dated as of the Agreement Date
and delivered by the Company to PAR3 on the Agreement Date listing any exceptions to the representations and warranties of the Company herein (each of which exceptions, in order to be effective, shall clearly indicate the section and, if applicable,
the subsection of Article III to which it relates, and each of which 

  

 2 








 
exceptions shall also be deemed to be a representation and warranty made by the Company under Article III hereof); provided, however, that each exception set
forth in the Company Disclosure Schedule shall modify any other representation or warranty where the context of such exception is clear on the face of the disclosure. 
 “Company Financial Statements” means (A) the Company’s audited balance sheets dated December 31, 2003 and December 31, 2004; (B) the Company’s Balance Sheet; (C) the
Company’s audited statement of operations and statement of cash flows for the years ended December 31, 2003 and December 31, 2004; and (D) the Company’s unaudited statement of operations and statement of cash flows for the
ten months ended October 31, 2005. 
 “Company Material Contract” means any Contract required to be listed on the
Company Disclosure Schedule pursuant to Section 3.11 or Section 3.13(i). 
 “Company Optionholders” means the
holders of Company Options. 
 “Company Options” means all options to purchase shares of Company Capital Stock issued
pursuant to the Company Stock Plan, or any other option to purchase shares of Company Capital Stock under any other plan, agreement or arrangement. 
 “Company Preferred Stock” means the Company Series A Preferred Stock and the Company Series B Preferred Stock, taken together. 
 “Company Securityholders” means the Company Stockholders, Company Warrantholders and Company Optionholders, collectively. 
 “Company Series A Preferred Stock” means the Series A Preferred Stock, par value $0.01 per share, of the Company. 
 “Company Series B Preferred Stock” means the Series B Preferred Stock, par value $0.01 per share, of the Company. 
 “Company Series C Preferred Stock” means the Series C Preferred Stock, par value $0.01 per share, of the Company. 
 “Company Series D Preferred Stock” means the Series D Preferred Stock, par value $0.01 per share, of the Company. 
 “Company Series D Warrants” means each warrant to purchase the Company Series D Preferred Stock. 
 “Company Series E Preferred Stock” means the Series E Preferred Stock, par value $0.01 per share, of the Company. 
 “Company Series E Warrants” means each warrant to purchase the Company Series E Preferred Stock. 
 “Company Stock Plan” means the 1998 Equity Incentive Plan of the Company, as amended. 
 “Company
Stockholders” means the holders of shares of Company Capital Stock. 
 “Company Warrants” means each warrant to
purchase shares of Company Capital Stock. 
 “Company Warrantholders” means the holders of Company Warrants. 
  

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 “Contract” means any written or oral contract, agreement, instrument, arrangement,
commitment, understanding or undertaking (including leases, licenses, mortgages, notes, guarantees, sublicenses, subcontracts and purchase orders). 
 “Delaware Law” means the General Corporation Law of the State of Delaware. 
 “Dissenters Deadline
Date” means the first date at or after the Effective Time on which no holder of Company Capital Stock as of immediately prior to the Effective Time has an opportunity to perfect appraisal rights or appraisal rights in accordance with
Delaware Law in connection with the Merger in respect of any shares of Company Capital Stock. 
 “Dissenting Shares” means
any shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time and in respect of which appraisal rights shall have been perfected prior to the Dissenters Deadline Date in accordance with Delaware Law in
connection with the Merger and with respect which, as of the Effective Time (or thereafter as applicable), the holders thereof has not effectively withdrawn or lost such right to appraisal. 
 “Documentation” means, collectively, programmers’ notes or logs, source code annotations, user guides, manuals, instructions,
software architecture designs, layouts, any know-how, and any other designs, plans, drawings, documentation, materials, software source code and object code, development tools, blueprints, media, memoranda and records that are primarily related to
or otherwise necessary for the use and exploitation of any Company Products or Services or any Company Products or Services in development by the Company, whether in tangible or electronic form, whether owned by the Company or held by the Company
under any licenses or sublicenses (or similar grants of rights), which, as to all, are residing on the Company servers. 
 “Effective
Time” means the time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware (or such later time as may be mutually agreed in writing by the Company and PAR3 and specified in the
Certificate of Merger); provided that the Effective Time shall occur on the Closing Date. 
 “Encumbrance” means, with
respect to any asset, any mortgage, deed of trust, lien, pledge, charge, security interest, title retention device, collateral assignment, restriction or other encumbrance of any kind in respect of such asset (including any restriction on the voting
of any security, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). For purposes
of clarification only, an inability to sell a security without registering such security for sale under the Securities Act or other federal securities laws shall not represent an Encumbrance. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. 
 “ERISA Affiliate” means any entity which is a member of (A) a “controlled group of corporations,” as defined in
Section 414(b) of the Code; (B) a group of entities under “common control,” as defined in Section 414(c) of the Code; or (C) an “affiliated service group,” as defined in Section 414(m) of the Code, or
treasury regulations promulgated under Section 414(o) of the Code, any of which includes the Company. 
 “Escrow Agent”
means U.S. Bank, National Association. 
 “Escrow Shares” means that number of shares of PAR3 Series C-1 Preferred Stock
equal to 13.125% of the Total Stock Consideration and placed in escrow in accordance with the Escrow Agreement and Section 2.2 of this Agreement. 
 “Escrow Property” means the Escrow Shares, together with any income received by the Escrow Agent with respect to the Escrow Shares while such Escrow Property is held in escrow under the Escrow
Agreement (as defined in Section 2.2). 
  

 4 








 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 “Expiration Date” means the twelve (12) month anniversary of the Closing Date. 
 “GAAP” means United States generally accepted accounting principles. 
 “Governmental Authority” means any court or tribunal, governmental or regulatory body, administrative agency, commission or other
governmental authority. 
 “Intellectual Property” means, collectively, all worldwide industrial and intellectual property
rights, including patents, patent applications, patent rights, trademarks, trademark registrations and applications therefor, trade dress rights, trade names, service marks, service mark registrations and applications therefor, Internet domain
names, Internet and World Wide Web URLs or addresses, copyrights, copyright registrations and applications therefor, mask work rights, mask work registrations and applications therefor, franchises, licenses, inventions, trade secrets, know-how,
customer lists, proprietary processes and formulae, technology, software source code and object code, algorithms, architectures, structures, screen displays, photographs, images, layouts, development tools, designs, blueprints, specifications, and
technical drawings (or similar information in electronic format) together with all Documentation and media constituting the foregoing, including manuals, programmers’ notes, memoranda and records. 
 “Knowledge” means the knowledge of a particular fact, circumstance, event or other matter in question of the executive officers and
directors of an entity (and with respect to Section 3.13, any current employees of the Company who have direct management responsibility for technology development activity for the Company) (collectively, the “Entity
Representatives”). Any such Entity Representative will be deemed to have knowledge of a particular fact, circumstance, event or other matter if (i) such Entity Representative has actual knowledge of the fact, circumstance or event or
(ii) knowledge of such fact, circumstance or event would be obtained by reasonable inquiry under the circumstances (provided that with respect to Section 3.13, reasonable inquiry shall not require any additional or new patent or other
searches relating to the practice, development, use, sale or ownership of Intellectual Property, or any search of any docket of any Governmental Authority). 
 “Liabilities” means debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable, whether such are known or unknown, including
those arising under any law, action or governmental order and those arising under any Contract. 
 “Material Adverse Change”
and “Material Adverse Effect” when used in connection with an entity means any change, event, circumstance, condition or effect that is or is reasonably likely to be, individually or in the aggregate, materially adverse in relation
to the condition (financial or otherwise), capitalization, properties, products or services, assets (including intangible assets), Intellectual Property, liabilities, business, operations or results of operations of such entity and its Subsidiaries,
taken as a whole, other than such changes, events, circumstances, conditions or effects reasonably attributable to: (A) compliance with the terms of, or taking of any action required by, or the failure to take any action prohibited by, this
Agreement or the consummation of the Merger, or events subsequent thereto; (B) economic conditions generally in the United States; (C) conditions generally affecting the industries in which such party participates or sells; (D) any
failure by such party to meet any forecasts or projections for any period ending on or after the Agreement Date; and (E) any change in GAAP. 
 “Merger Sub Ancillary Agreements” means, collectively, each certificate to be delivered on behalf of Merger Sub by an officer or officers of Merger Sub at the Closing pursuant to Article VII and each agreement or document
(other than this Agreement) that Merger Sub is to enter into as a party thereto pursuant to this Agreement. 
 “Merger Sub Common
Stock” means the Common Stock, par value $0.001 per share, of Merger Sub. 
  

 5 








 “PAR3 Ancillary Agreements” means, collectively, each certificate to be delivered on
behalf of PAR3 by an officer or officers of PAR3 at the Closing pursuant to Article VII and each agreement or document (other than this Agreement) that PAR3 is to enter into as a party thereto pursuant to this Agreement. 
 “PAR3 Business” means the business of PAR3 as presently conducted. 
 “PAR3 Common Stock” means the Common Stock, $0.001 par value, of PAR3. 
 “PAR Disclosure Schedule” means the disclosure schedule attached hereto and dated as of the Agreement Date and delivered by PAR3 to the
Company on the Agreement Date listing any exceptions to the representations and warranties of PAR3 herein (each of which exceptions, in order to be effective, shall clearly indicate the section and, if applicable, the subsection of Article IV to
which it relates, and each of which exceptions shall also be deemed to be a representation and warranty made by PAR3 under Article IV hereof); provided, however, that each exception set forth in the PAR3 Disclosure Schedule shall modify any other
representations or warranty, where the context of such exception is clear on the face of such disclosure. 
 “PAR3 Financial
Statements” means (A) PAR3’s audited balance sheets dated December 31, 2003 and December 31, 2004; (B) the PAR3’s balance sheet dated October 31, 2005; (C) PAR3’s audited statement of operations
and statement of cash flows for the years ended December 31, 2003 and December 31, 2004; and (D) PAR3’s unaudited statement of operations and statement of cash flows for the ten months ended October 31, 2005. 
 “PAR3 Fully-Diluted Shares” means, as of immediately prior to the Effective Time, the sum of (i) the number of shares of
outstanding PAR3 Common Stock, (ii) the number of shares of PAR3 Common Stock issuable upon the conversion of the outstanding Company Preferred Stock in accordance with the terms of the PAR3 Restated Articles, (iii) the number of shares of
PAR3 Common Stock and PAR3 Preferred Stock into which any outstanding convertible or exchangeable securities (including any warrants but excluding PAR3 Options) may be converted or exchanged (whether or not then convertible or exchangeable, and
regardless of the exercise, conversion or exchange price), (iv) the number of shares of PAR3 Common Stock issuable upon exercise of all outstanding PAR3 Options (whether or not then exercisable, and regardless of exercise price) and
(v) 42,500 shares, but excluding for purposes of this calculation shares reserved for future option grants under the PAR3 2000 Stock Option Plans. 
 “PAR3 Investor Agreements” the PAR3 Communications, Inc. Second Amended and Restated Investors’ Rights Agreement and the PAR3 Second Amended and Restated Co-Sale Agreement in the form attached
hereto as Exhibit G. 
 “PAR3 Options” means all options to purchase shares of PAR3 Common Stock issued pursuant to the PAR3
2001 Stock Option Plan, or any other option to purchase shares of PAR3 Common Stock under any other plan, agreement or arrangement. 
 “PAR3 Preferred Stock” means the Preferred Stock, $0.001 par value, of PAR3. 
 “PAR3 Series C-1 Preferred
Stock” means the Series C-1 Preferred Stock, $0.001 par value, of PAR3. 
 “PAR3 Series C-1 Preferred Stock Price”
means $0.8322 per share of PAR3 Series C-1 Preferred Stock. 
 “PAR3 Significant Customer” means any customer who was a
source of 10% or more of the revenue for PAR3 in the year ended December 31, 2004, or the ten months ended October 31, 2005, based on amounts paid or payable, which in the aggregate represent approximately 5 customers of PAR3. 

“PAR3 Stockholders” means the holders of shares of PAR3 Common Stock and the PAR3 Preferred Stock, collectively. 
  

 6 








 “Permitted Encumbrances” means (A) statutory liens for taxes that are not yet due
and payable; (B) liens to secure obligations to landlords, lessors or renters under leases or rental agreements; (C) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance
or similar programs mandated by Applicable Law; (D) statutory liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies and other like liens; (E) any imperfection of title or
similar liens, liens, charges or encumbrances which individually or in the aggregate with other such liens, charges and encumbrances does not materially impair the value of the property subject to such lien, charge or encumbrance or the use of such
property in the conduct of the Business; (F) liens imposed by law and incurred in the ordinary couse of business for obligations not past due. 
 “Person” means any individual, corporation, company, limited liability company, partnership, limited liability partnership, trust, estate, proprietorship, joint venture, association, organization, entity or Governmental
Authority. 
 “Pro Rata Share” means the amount of the Total Stock Consideration that a Company Securityholder is entitled
to receive pursuant to Section 2.1 (based upon the aggregate amount of the Total Stock Consideration that each such holder is entitled to receive pursuant to Section 2.1 (other than Dissenting Shares)), relative to the aggregate amount of
the Total Stock Consideration that all such holders are entitled to receive pursuant to Section 2.1 (other than Dissenting Shares). 
 “Retention Plan” means the Company’s retention bonus plan adopted by the Company’s Board of Directors on April 15, 2005, as amended. 
 “Retention Plan Allocation” means 12.5% of the Total Stock Consideration. 
 “Securities Act” means the Securities Act of 1933, as amended. 
 “Series E Exchange Ratio” means the number obtained by dividing (x) the Total Stock Consideration minus the Retention Plan
Allocation by (y) the sum of (i) number of shares of Company Series E Preferred Stock issued and outstanding immediately prior to the Effective Time and (ii) the number of shares of Company Series E Preferred Stock into which any
outstanding convertible or exchangeable securities that do not terminate at the Effective Time (including the Company Series E Preferred Warrants) may be converted or exchanged. 
 “Subsidiary” means a corporation or other business entity in which the Company owns, directly or indirectly, at least a 50% interest or
that is otherwise, directly or indirectly, controlled by such entity. 
 “Tax” (and, with correlative meaning,
“Taxes”) means (A) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp,
occupation, premium, property, environmental or windfall profit tax, custom duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional
amount imposed by any governmental entity responsible for the imposition of any such tax (domestic or foreign), (B) any liability for the payment of any amounts of the type described in clause (A) of this sentence as a result of being a
member of an affiliated, consolidated, combined, unitary or aggregate group for any taxable period, and (C) any liability for the payment of any amounts of the type described in clause (A) or (B) of this sentence as a result of being
a transferee of or successor to any Person or as a result of any express or implied obligation to indemnify any other Person. Any Tax resulting from the consummation of the Merger that would, but for this sentence be included with the foregoing
definition shall be disregarded. 
 “Total Merger Consideration” means the (i) Total Stock Consideration and
(ii) the common stock options issued and cash payments made to the beneficiaries of the Retention Plan . 
 “Total Stock
Consideration” means the number obtained by first dividing (x) the PAR3 Fully-Diluted Shares by (y) 0.9 and then subtracting the PAR3 Fully-Diluted Shares. 
  

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 “Transaction Agreements” shall mean collectively this Agreement, the Company Ancillary
Agreements and the PAR3 Ancillary Agreements. 
 “Transaction Expenses” means all out-of-pocket costs and expenses incurred
by the Company in connection with the Transaction Agreements and the Transactions (including any fees and expenses of legal counsel, financial advisors, investment bankers and accountants) through the Closing Date. 
 “Transactions” shall mean any or all of the actions or transactions contemplated by this Agreement or any of the Transaction Agreements,
including the Merger and the issuance of the shares of Series C-1 Preferred Stock under this Agreement. 
 Other capitalized terms defined
elsewhere in this Agreement and not defined in this Article I shall have the meanings assigned to such terms in this Agreement. 
 ARTICLE
II 
 THE MERGER 
 2.1
Conversion of Shares. 
 (a) Conversion of Merger Sub Common Stock. At the Effective Time, each share of Merger Sub Common Stock
that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, par value $0.001 per share, of the Surviving Corporation, and the shares of the
Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time. 
 (b) Conversion of Company Capital Stock. 
 (i) Company Series E Preferred Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, each share of Company Series E Preferred Stock that is issued and outstanding immediately prior to the Effective Time
shall, by virtue of the Merger and without the need for any further action on the part of the holder thereof, be converted into and represent the right to receive a number of shares of validly issued, fully paid and nonassessable PAR3 Series C-1
Preferred Stock equal to the Series E Exchange Ratio. 
 (ii) Company Series D Preferred Stock. At the Effective Time, each share of
Company Series D Stock that is issued and outstanding prior to the Effective Time shall be cancelled and extinguished without any conversion thereof. 
 (iii) Company Series C Preferred Stock. At the Effective Time, each share of Company Series C Stock that is issued and outstanding prior to the Effective Time shall be cancelled and extinguished without any
conversion thereof. 
 (iv) Company Series B Preferred Stock. At the Effective Time, each share of Company Series B Preferred Stock
that is issued and outstanding prior to the Effective Time shall be cancelled and extinguished without any conversion thereof. 
 (v)
Company Series A Preferred Stock. At the Effective Time, each share of Company Series A Preferred Stock that is issued and outstanding prior to the Effective Time shall be cancelled and extinguished without any conversion thereof. 

(vi) Company Common Stock. At the Effective Time, each share of Company Common Stock that is issued and outstanding prior to the Effective
Time shall be cancelled and extinguished without any conversion thereof. 
  

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 (c) Company Options. At the Effective Time, each Company Option that is issued and outstanding
immediately prior to the Effective Time, whether or not then exercisable, shall be cancelled. 
 (d) Company Warrants. At the
Effective Time, each Company Series E Warrant which is outstanding immediately prior thereto and does not terminate in full, if unexercised, immediately prior to the Effective Time shall, in accordance with the terms thereof, cease to represent a
right to acquire shares of Company Series E Preferred Stock and automatically shall be converted, at the Effective Time, without any action on the part of the holder thereof, into a warrant to purchase PAR3 Series C-1 Preferred Stock (as so
converted, a “Company Converted Warrant”). Company shall seek approval of such acceleration of Company Series E Warrants in accordance with Section 5.6(b). Each Company Converted Warrant shall continue to have, and be subject
to, the same terms and conditions as set forth in any agreements thereunder immediately prior to the Effective Time, except that, as of the Effective Time, (i) each Company Converted Warrant shall be exercisable (or shall become exercisable in
accordance with its terms) for that number of whole shares of PAR3 Series C-1 Preferred Stock equal to the product of the number of shares that were issuable upon exercise of such Company Series E Preferred Stock Warrant immediately prior to the
Effective Time multiplied by the Series E Exchange Ratio, rounded down to the nearest whole number of shares of PAR3 Series C-1 Preferred Stock, and (ii) the per share exercise price for the shares of PAR3 Series C-1 Preferred Stock issuable
upon exercise of such Company Converted Warrant shall be equal to the quotient determined by dividing the exercise price per share of Company Series E Preferred Stock at which such Company Series E Warrant was exercisable immediately prior to the
Effective Time by Series E Exchange Ratio, rounded up to the nearest whole cent. At the Effective Time, except for the Company Converted Warrants, each Company Warrant that is issued and outstanding immediately prior to the Effective Time shall be
cancelled. 
 (e) Adjustments. In the event of any stock split, reverse stock split, stock dividend (including any dividend or
distribution of securities convertible into capital stock), reorganization, reclassification, combination, recapitalization or other like change with respect to the Company Series E Preferred Stock or capital stock of PAR3 occurring after the
Agreement Date and prior to the Effective Time, all references in this Agreement to specified numbers of shares of any class or series affected thereby, and all calculations provided for that are based upon numbers of shares of any class or series
(or trading prices therefor) affected thereby, shall be equitably adjusted to the extent necessary to provide the parties the same economic effect as contemplated by this Agreement prior to such stock split, reverse stock split, stock dividend,
reorganization, reclassification, combination, recapitalization or other like change. 
 (f) Conditions. The preceding provisions of
this Section 2.1. are subject to the provisions of Section 2.7 (regarding rights of holders of Dissenting Shares) and Section 2.2 (regarding the withholding of the Escrow Shares). 
 2.2 Escrow. 
 (a) Escrow
Shares. At the Effective Time, PAR3 shall withhold the Escrow Shares from the Total Stock Consideration issuable pursuant to Section 2.1(b) to the Company Stockholders (other than holders of shares of Company Capital Stock which constitute
and remain Dissenting Shares), in accordance with each Company Stockholder’s Pro Rata Share. 
 (b) Escrow Agreement. Prior to
the Closing, PAR3, the Representative and the Escrow Agent shall enter into an escrow agreement substantially in the form attached hereto as Exhibit B (the “Escrow Agreement”). Within ten (10) business days after the
Closing Date, PAR3 shall cause the Escrow Shares to be deposited with the Escrow Agent. 
 2.3 The Closing. Subject to termination of
this Agreement as provided in Article VIII, the Closing shall take place at the offices of Heller Ehrman LLP, 701 Fifth Avenue, Suite 6100, Seattle, Washington 98104-7098, on the Closing Date. Concurrently with the Closing or at such later date and
time as may be mutually agreed in writing by the Company and PAR3, the Certificate of Merger shall be filed with the Office of the Secretary of State of Delaware in accordance with Delaware Law. 
  

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 2.4 Effects of the Merger. 
 At and upon the Effective Time: 
 (a) the separate existence of Merger Sub shall cease and the Merger Sub
shall be merged with and into the Company, and the Company shall be the Surviving Corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger; 
 (b) the Certificate of Incorporation of Merger Sub shall become the Certificate of Incorporation of the Surviving Corporation, until changed or amended
as provided therein or by Delaware Law; 
 (c) the Bylaws of Merger Sub shall become the Bylaws of the Surviving Corporation, until changed
or amended as provided therein or by Delaware Law; 
 (d) the officers of Merger Sub immediately prior to the Effective Time shall be
appointed as officers of the Surviving Corporation immediately after the Effective Time, until their respective successors are duly appointed; and 
 (e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time, until their
respective successors are duly elected or appointed and qualified. 
 2.5 Surrender of Certificates. 
 (a) Exchange Procedures. 
 (i)
Attached hereto as Exhibit C-1 is a preliminary merger allocation schedule prepared by the Company (the “Preliminary Merger Consideration Allocation Schedule”) which sets forth the preliminary allocation of proceeds among the
Company Securityholders as of the Agreement Date. The Company expressly acknowledges that (A) the Preliminary Merger Consideration Allocation Schedule sets forth the contemplated allocation of the Total Stock Consideration payable in accordance
with Section 2.1, (B) such allocation complies with and does not violate any provision of the Company’s amended and restated certificate of incorporation, bylaws or Contract, and (C) the allocations set forth on such schedule, as
well as, the Total Stock Consideration payable to the Company Securityholders as reflected therein shall be subject to adjustment in accordance with the provisions hereof including, without limitation, Sections 2.2, 2.6 and 2.7 hereof. The
information set forth on Preliminary Merger Consideration Allocation Schedule regarding the Company Securityholders is true, complete and accurate as of the Agreement Date. 
 (ii) No later than two (2) business days prior the Closing, the Company shall deliver to PAR3 a spreadsheet setting forth (A) the name and
address of each Company Stockholder and warrantholder as of the Closing Date, (B) the number of shares of Company Preferred Stock and warrants held by such holders (C) the Pro Rata Share of the Merger Consideration payable to such
shareholder in accordance with the provisions hereof as of the Closing Date and (D) such holder’s Pro Rata Share of the Escrow Shares (such spreadsheet, the “Final Merger Consideration Allocation Schedule”). Upon receipt
by PAR3 and approval thereof (which shall not be unreasonably withheld or delayed), the Final Merger Consideration Allocation schedule shall be appended to this Agreement as Exhibit C-2. 
 (iii) As promptly as practicable at or after the Effective Time, PAR3 shall mail to each holder of record (as of the Effective Time) of a certificate or
certificates which immediately prior to the Effective Time represented shares of Company Series E Preferred Stock (the “Certificates”) at the respective addresses set forth on the final Merger Consideration Allocation Schedule a
letter of transmittal (the “Letter of Transmittal”) in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to PAR3
and shall contain such other customary provisions as PAR3 may reasonably specify). Upon receipt of the Certificates for cancellation, together with a duly completed and validly executed Letter of Transmittal and any other documents as PAR3 shall
reasonably require, 

  

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PAR3 shall, subject to the terms of Section 2.2, cause to be delivered to such Company Stockholder that number of shares of PAR3 Series C-1 Preferred
Stock (rounded up to the next whole share) which such holder has the right to receive in respect of the Company Series E Preferred Stock formerly represented by such Certificate (after taking into account all shares of Company Series E Preferred
Stock then held by such holder) and the Certificate so surrendered shall forthwith be canceled. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such
Certificate to be lost, stolen or destroyed, PAR3 shall, as promptly as practicable following the receipt by PAR3 of the foregoing documents, subject to the terms of Section 2.2, issue in exchange for such lost, stolen or destroyed Certificate
that portion of the Total Stock Consideration represented by the lost, stolen or destroyed Certificate in exchange therefore which the Company Stockholder has the right to receive. The Board of Directors of PAR3 may in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to provide to PAR3 an indemnity agreement or bond against any claim that may be made against PAR3 with respect to the Certificate alleged to
have been lost, stolen or destroyed. 
 (b) Cancellation. From and after the Effective Time, no shares of Company Capital Stock will
be deemed to be outstanding, and holders of Certificates formerly representing such Company Capital Stock shall cease to have any rights with respect thereto except as provided herein or by Applicable Law. 
 (c) Transfer Books. At the Effective Time, the stock transfer books of Company shall be closed and no transfer of Company Capital Stock shall
thereafter be made. If, after the Effective Time, Certificates formerly representing shares of Company Series E Preferred Stock are presented to PAR3 or the Surviving Corporation, they shall be cancelled and exchanged for that portion of the Total
Stock Consideration and any other amount payable with respect to such Company Series E Preferred Stock in accordance with Section 2.1(b), subject to the terms of Section 2.2. 
 (d) Further Rights in Company Common Stock or Company Preferred Stock. All shares of PAR3 Series C-1 Preferred Stock issued upon conversion of the
shares of Company Series E Preferred Stock in accordance with the terms hereof (including any shares of PAR3 Series C-1 Preferred Stock issued pursuant to Section 2.5(c) or Section 2.5(e)) shall be deemed to have been issued in full
satisfaction of all rights pertaining to such shares of Company Series E Preferred Stock and all other Company Capital Stock, as applicable. 
 (e) No Fractional Shares. No certificates or scrip representing fractional shares of PAR3 Series C-1 Preferred Stock shall be issued upon the surrender for exchange of Certificates. 
 2.6 Dissenting Shares. If, in connection with the Merger, holders of Company Capital Stock shall have demanded and perfected appraisal rights
pursuant to Section 262 of Delaware Law, none of such Dissenting Shares shall be converted into a right to receive a portion of the Total Stock Consideration or any other amount payable with respect to such Company Capital Stock in accordance
with Section 2.1(b), but shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Delaware Law. Each holder of Dissenting Shares who, pursuant to the
provisions of Delaware Law, becomes entitled to payment of the fair value of such shares shall receive payment therefor in accordance with Delaware Law (but only after the value therefor shall have been agreed upon or finally determined pursuant to
Delaware Law). In the event that any Company Stockholder fails to make an effective demand for payment or fails to perfect its appraisal rights or appraisal rights as to its shares of Company Capital Stock or any Dissenting Shares shall otherwise
lose their status as Dissenting Shares, then any such shares shall immediately be converted into the right to receive the consideration issuable pursuant to Article II in respect of such shares as if such shares never been Dissenting Shares, and
PAR3 shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 2.5, following the satisfaction of the applicable conditions set forth in
Section 2.5, the portion of the Total Stock Consideration and any other amounts, to which such Company Stockholder would have been entitled under Section 2.1(b) with respect to such shares and Section 2.2 (regarding the withholding of
the Escrow Shares). The Company shall give PAR3 (i) prompt notice of any demand received by the Company for appraisal of Company Capital Stock or notice of exercise of a Company Stockholder’s appraisal rights in accordance with Delaware
Law and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal rights under such law. The Company agrees that, except with PAR3’s prior written consent, it shall not voluntarily make any
payment or offer to make any payment with respect to, or settle or offer to settle, any such demand for appraisal. 
  

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 2.7 Retention Plan. In addition to the amounts payable to Company Securityholders pursuant to this
Agreement, beneficiaries of the Retention Plan will receive PAR3 Series C-1 Preferred Stock and cash or options to purchase PAR3 Common Stock. All such consideration payable to Retention Plan beneficiaries shall be paid by PAR3 in accordance with
Section 6.6 and Schedule 6.6. 
 2.8 Tax Withholding. PAR3 or PAR3’s agent shall be entitled to deduct and withhold from the
Total Merger Consideration or other payment otherwise payable pursuant to this Agreement to any Person, the amounts required to be deducted and withheld under the Code, or any provision of state, local or foreign tax law, with respect to the making
of such payment. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made. 
 2.9 Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of
Section 368 of the Code. The parties hereto adopt this Agreement as a “plan of reorganization” within the meaning of Section 1.368-2(g) and 1.368(a) of the income tax regulations under the Code. 
 2.10 Further Assurances. If, at any time before or after the Effective Time, any of the parties hereto reasonably believes or is advised that any
further instruments, deeds, assignments or assurances are reasonably necessary to consummate the Transactions or to carry out the purposes and intent of the Transaction Agreements at or after the Effective Time, then the Company, PAR3, the Surviving
Corporation and their respective officers and directors shall execute and deliver all such proper deeds, assignments, instruments and assurances and do all other things reasonably necessary to consummate the Transactions and to carry out the
purposes and intent of the Transaction Agreements. 
 ARTICLE III 
 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 
 Subject to the exceptions set
forth in a numbered or lettered section of the Company Disclosure Schedule, the Company represents and warrants to PAR3 that the statements contained in this Article III are true and correct on and as of the date of this Agreement and shall be true
and correct at all times until the Closing Date: 
 3.1 Organization and Good Standing. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware. The Company has the corporate power and corporate authority to own, operate and lease its properties and to carry on the Company Business. The Company is duly qualified
or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure
to be so qualified would not reasonably be expected to have a Material Adverse Effect on the Company; without limiting the foregoing, the Company is so qualified or licensed in each jurisdiction listed on Schedule 3.1 of the Company Disclosure
Schedule. The Company is not in violation of its Amended and Restated Certificate of Incorporation or Bylaws, each as amended to date. 
 3.2
Subsidiaries. The Company does not have any Subsidiaries or any equity or ownership interest (or any interest convertible or exchangeable or exercisable for, any equity or ownership interest), whether direct or indirect, in any Person. The
Company is not obligated to make nor is it bound by any agreement or obligation to make any investment in or capital contribution in or on behalf of any other Person. 
 3.3 Power, Authorization and Validity. 
 (a) Power and Authority. The Company has all requisite
corporate power and corporate authority to enter into, execute, deliver and perform its obligations under this Agreement and each of the Company Ancillary Agreements and, subject to the receipt of required Company Stockholder approvals, to
consummate the Merger and, to the extent applicable, the other Transactions. The Transactions and the execution, delivery and performance by the Company of this Agreement, each of the Company Ancillary Agreements and all other agreements,
transactions and actions contemplated hereby or thereby, have been duly and validly approved and authorized by the Company’s Board of Directors. 
  

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 (b) No Consents. No consent, approval, order or authorization of, or registration, declaration or
filing with (i) any Governmental Authority, (ii) any other governmental Person, or (iii) any other Person is necessary or required to be made or obtained by the Company to enable the Company to lawfully execute and deliver, enter
into, and perform its obligations under this Agreement and each of the Company Ancillary Agreements or to consummate the Transactions (including the consent of any Person required to be obtained in order to keep any Contract between such Person and
the Company in effect following the Merger or to provide that the Company is not in breach or violation of any such Contract following the Merger), except for (A) the receipt of required Company Stockholder approvals subsequent to execution
hereof and (B) the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware and, except in the case of clause (iii), to the extent that the failure to obtain such consent, approval, order or
authorization of, or to make such registration, declaration or filing with such Person could not reasonably have been expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. 
 (c) Enforceability. This Agreement has been duly executed and delivered by the Company. This Agreement and each of the Company Ancillary
Agreements are, or when executed by the Company shall be, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to the effect of (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect relating to rights of creditors generally and (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. 

3.4 Capitalization of the Company. 
 (a) Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists solely of 160,000,000 shares of Company Common Stock and 700,000 shares of Company Series A Preferred Stock, of which
100,000 are designated Series A-1 Preferred Stock and 600,000 shares are designated Series A-2 Preferred Stock, 535,034 shares of Company Series B Preferred Stock, 1,980,378 shares of Company Series C Preferred Stock, 18,462,240 shares of Company
Series D Preferred Stock and 60,000,000 shares of Company Series E Preferred Stock. A total of 4,992,813 shares of Company Common Stock, 655,000 shares of Company Series A Preferred Stock, 485,034 shares of Company Series B Preferred Stock,
1,972,013 shares of Company Series C Preferred Stock, 17,006,751 shares of Company Series D Preferred Stock and 40,638,564 shares of Company Series E Preferred Stock are issued and outstanding as of the Agreement Date. The numbers and kind of issued
and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date are set forth on Schedule 3.4(a) of the Company Disclosure Schedule, and no shares of Company Capital Stock are issued or outstanding as of the
Agreement Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Schedule, and no such shares shall be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Schedule
except for shares of Company Capital Stock issued pursuant to the exercise of outstanding Company Options listed on Schedule 3.4(b) of the Company Disclosure Schedule or the conversion of outstanding shares of Company Preferred Stock. Other than
255,000 shares of Company Common Stock, the Company holds no treasury shares. All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of
and, except under the agreements to be terminated pursuant to Section 7.2(h) hereof, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in
compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by the Company. 
 (b) Options, Warrants and Rights. The Company has reserved an aggregate of 20,314,427 shares of Company Common Stock for issuance pursuant to the
Company Stock Plan (including shares subject to outstanding Company Options), an aggregate of 1,455,489 shares of Company Series D Preferred Stock for issuance pursuant to the exercise of Company Series D Warrants, and an aggregate of 9,383,227
shares of Company Series E Preferred Stock for issuance pursuant to the exercise of Company Series E Warrants. A total of 17,904,476 shares of Company Common Stock are subject to outstanding Company Options as of the Agreement Date and as of the
Closing Date, except for Company Options outstanding as of the Agreement Date that are exercised in accordance with their terms prior to the Closing Date. Schedule 3.4(b) of the Company Disclosure Schedule sets forth, as of the 

  

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Agreement Date, for each Company Option, (i) the name of the holder of such Company Option, (ii) the exercise price per share of such Company
Option, (iii) the number of shares covered by such Company Option, (iv) the vesting schedule for such Company Option, (v) the extent such Company Option is vested as of the Agreement Date, and (vi) whether such Company Option is
an incentive stock option or non-statutory stock option under the Code. True and correct copies of the Company Stock Plan, the standard agreements under the Company Stock Plan and each agreement for each Company Option that does not conform to the
standard agreement under the Company Stock Plan have been delivered or made available by the Company to PAR3. All Company Options have been issued and granted in compliance with Applicable Law and all requirements set forth in applicable Contracts.

 (c) No Other Rights. Except for Company Options, Company Series E Warrants, Company Series D Warrants and the conversion rights of
the Company Preferred Stock, there are no stock appreciation rights, options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or Contracts outstanding to purchase or otherwise acquire any shares of Company
Capital Stock or any securities or debt convertible into or exchangeable for Company Capital Stock or obligating the Company to grant, extend or enter into any such option, warrant, call, right, commitment, conversion privilege or preemptive or
other right or Contract. Except under the agreements to be terminated pursuant to Section 7.2(h) hereof, there are no voting agreements, registration rights, rights of first refusal, preemptive rights, co-sale rights or other restrictions
applicable to any outstanding securities of the Company. 
 (d) Preliminary Merger Consideration Allocation Schedule. The information
set forth on the Preliminary Merger Consideration Allocation Schedule regarding the Company Securityholders is true, complete and accurate as of the Agreement Date. The information set forth on the Final Merger Consideration Allocation Schedule
regarding the Company Securityholders is true, complete and accurate as of the Closing Date. 
 3.5 No Violation. Neither the
execution and delivery of this Agreement or any of the Company Ancillary Agreements by the Company, nor the consummation of the Transactions, including the Merger, shall result in a termination, breach, impairment or violation of (with or without
notice or lapse of time, or both), or constitute a default, or require the consent, release, waiver or approval of any third party, under: (a) any provision of the Certificate of Incorporation or Bylaws (or other comparable charter documents)
of the Company, each as currently in effect; (b) any Applicable Law applicable to the Company or any of its assets or properties; or (c) except as set forth on Schedule 3.3(b), any Company Material Contract. Neither the Company’s
entering into this Agreement or any of the Company Ancillary Agreements nor the consummation of the Transactions, including the Merger, shall change the obligation or right of the Company as they exist at the Closing and without giving effect to any
action taken by PAR3 after the Closing to make payments to or receive payments from any customer or supplier of the Company or change the right of the Company to use any Company IP Rights. 
 3.6 Litigation. There is no action, suit, arbitration, mediation, proceeding, claim or investigation pending against the Company (or against any
officer, director, employee or agent of the Company in their capacity as such or relating to their employment, services or contractual relationship with or for the Company) which has been served or noticed on the Company before any Governmental
Authority, arbitrator or mediator, nor, to the Knowledge of the Company, has any such action, suit, arbitration, mediation, proceeding, claim or investigation been threatened. There is no judgment, decree, injunction, rule or order of any
Governmental Authority, arbitrator or mediator outstanding against the Company. Except as set forth on Schedule 3.6, to the Company’s Knowledge, there is no basis for any person to assert a claim against the Company based upon the
Company’s entering into this Agreement or any Company Ancillary Agreement or consummating the Transaction, including the Merger. The Company has no action, suit, arbitration, mediation, proceeding, claim or investigation pending against any
Governmental Authority or other Person. To the Knowledge of the Company, there is no current basis for any indemnity claim under Section 6.3(a). 
 3.7 Taxes. The Company (and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company is or has been a member), (a) has timely filed all foreign, federal, state, local
and municipal tax and information returns required to be filed by it (the “Returns”), (b) has timely paid all Taxes required to be paid by it for which payment was due, (c) has established an adequate accrual or reserve
for the payment of all Taxes payable in respect of the periods or portions thereof prior to the Balance Sheet Date (which accrual or reserve as of the Balance Sheet Date is fully reflected on the Company Balance Sheet in accordance with GAAP) and
will establish an adequate accrual or reserve for the payment of all Taxes payable by the Company in 

  

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respect of the periods or portion thereof through the Closing Date, (d) has made, accrued or has sufficient allowances on the Company Balance Sheet (or
will make on a timely basis up to the Closing Date) for all estimated Tax payments required to be made, and (e) has no Liability for Taxes in excess of the amount so paid or accruals or reserves so established. All such Returns are true,
correct and have been completed in accordance with Applicable Law, and the Company has provided PAR3 with true and correct copies of such Returns. Except as set forth on Schedule 3.7, the Company is not delinquent in the payment of any Tax or in the
filing of any Returns, and no deficiencies for any Tax have been threatened, claimed, proposed or assessed against the Company or any of its officers, employees or agents in their capacity as such. The Company has not received any notification from
the Internal Revenue Service or any other taxing authority regarding any material issues that (a) are currently pending before the Internal Revenue Service or any other taxing agency or authority (including any sales or use taxing authority)
regarding the Company, or (b) have been raised by the Internal Revenue Service or other taxing agency or authority and not yet finally resolved. No Return of the Company is under audit by the Internal Revenue Service or any other taxing agency
or authority and any such past audits (if any) have been completed and fully resolved to the satisfaction of the applicable taxing agency or authority conducting such audit and all Taxes determined by such audit to be due from the Company have been
paid in full to the applicable taxing agencies or authorities or adequate reserves therefore have been established and are reflected in the Company Balance Sheet. No Tax liens are currently in effect against any of the assets of the Company other
than liens that arise by operation of law for Taxes not yet due and payable. There is not in effect any waiver by the Company of any statute of limitations with respect to any Taxes nor has the Company agreed to any extension of time for filing any
Return that has not been filed. The Company has not consented to extend to a date later than the Agreement Date the period in which any Tax may be assessed or collected by any taxing agency or authority. The Company has complied (and until the
Closing Date will comply) with all Applicable Law relating to the payment and withholding of Taxes (including withholding of taxes pursuant to Sections 1441, 1442, 1445 and 1446 of the Code or similar provisions under any foreign law), and has,
within the time and in the manner prescribed by Applicable Law, withheld from employee wages and paid over to the proper taxing agencies and authorities all amounts required to be so withheld and paid over under all Applicable Law (including Federal
Insurance Contribution Act, Medicare, Federal Unemployment Tax Act and relevant state income and employment tax withholding laws), including federal and state income Taxes, and has timely filed all withholding tax Returns. The Company is not a party
to or bound by any tax sharing, tax indemnity, or tax allocation agreement nor does the Company have any liability or potential liability to another party under any such agreement. The Company has not filed any disclosures under Section 6662 of
the Code or comparable provisions of state, local or foreign law to prevent the imposition of penalties with respect to any Tax reporting position taken on any Return. The Company has not consummated, has not participated in, and is not currently
participating in any transaction which was or is a “tax shelter” transaction as defined in Sections 6662, 6011, 6012 or 6111 of the Code or the Treasury Regulations promulgated thereunder. The Company has never been a member of a
consolidated, combined, unitary or aggregate group of which the Company was not the ultimate parent corporation. The Company has no liability for the Taxes of any Person (other than the Company) under Section 1.1502-6 of the Treasury
Regulations (or any similar provision of state, local or foreign law) as a transferee or successor, by contract or otherwise. Neither the Company nor any “dual resident corporation” (within the meaning of Section 1503(d) of the Code)
in which either the Company is considered to hold an interest, has incurred a dual consolidated loss within the meaning of Section 1503 of the Code. The Company has in its possession official foreign government receipts for any Taxes paid by it
to any foreign tax agencies and authorities. Other than adjustments caused by events occurring or elections made after the Effective Time, the Company has not been or will not be required to include any material adjustment in Taxable income for any
Tax period (or portion thereof) ending after the Closing Date pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions, events or accounting methods employed prior to
the Effective Time. The Company has never filed any election under Section 341(f) of the Code. The Company is not a “personal holding company” within the meaning of the Code. The Company has never been a “United States real
property holding corporation” within the meaning of Section 897 of the Code, and the Company has filed with the Internal Revenue Service all statements, if any, which are required under Section 1.897-2(h) of the Treasury Regulations.
The Company has not constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code. 
 3.8 Company Financial Statements. 
 (a) Schedule 3.8(a) of the Company Disclosure Schedule includes the Company Financial Statements. The Company Financial Statements: (a) are derived from and are in accordance with the books and 

  

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records of the Company; and (b) were prepared in accordance with GAAP (except as may be indicated in the notes thereto) and fairly present the financial
condition of the Company at the dates therein indicated and the results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring
year-end adjustments and accruals, which individually or in the aggregate will not be material in amount). The Company has no individual or series of related liabilities in excess of $50,000,, except for those (a) shown on the Company Balance
Sheet or (b) that were incurred after the Balance Sheet Date in the ordinary course of the Company’s business consistent with its past practices. Schedule 3.8 of the Company Disclosure Schedule lists any liabilities incurred
subsequent to the Balance Sheet Date not in the ordinary course. 
 (b) Schedule 3.8(b) of the Company Disclosure Schedule sets forth an
accurate and complete aging of the Company’s accounts receivable as of October 31, 2005 in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts. Schedule 3.8(b) of the Company Disclosure Schedule
sets forth such amounts of accounts receivable as of October 31, 2005 of the Company which are subject to asserted claims by customers as of the Balance Sheet Date, and a list of issued credit memoranda over $20,000 regarding asserted claims
made within the last year, including the type and amounts of such claims. Except as otherwise specified in Schedule 3.8(b), all accounts receivable reflected on Schedule 3.8(b) have either been (i) collected in full prior to the Agreement
Date or (ii) to the Company’s Knowledge, are collectible in full following the Agreement Date in the ordinary course of the Company’s Business. 
 3.9 Title to Properties. The Company has good and marketable title to all of its owned assets and owned properties (including those shown on the Company Balance Sheet) free and clear of all Encumbrances, other
than Permitted Encumbrances. Such assets are sufficient for the operation of the Company Business. All owned assets and properties used in the operations of the Company Business are reflected on the Company Balance Sheet, except for assets which are
fully depreciated or written down in value to less than $500 due to age or condition. All machinery, vehicles, equipment and other tangible personal property owned or leased by the Company or used in the Company Business which are material to its
operations are in good and usable condition, except (i) for repair, normal wear and tear and (ii) such assets which are fully depreciated or written down in value due to age or condition. All leases of real or personal property to which
the Company is a party are fully effective and afford the Company a valid leasehold possession of the real or personal property that is the subject of the lease. The Company does not own or have any other interest in any real property. Schedule 3.9
of the Company Disclosure Schedule sets forth a complete and accurate list and a brief description of all personal property owned by the Company with a net book value of $5,000 or greater as of October 31, 2005. 
 3.10 Absence of Certain Changes. Since October 31, 2005, the Company has operated its business in the ordinary course consistent with its
past practices, and since such date there has not been with respect to the Company any: 
 (a) Material Adverse Change; 
 (b) amendment or change in its Certificate of Incorporation or Bylaws (or other comparable charter documents); 
 (c) incurrence, creation or assumption of (i) any Encumbrance on any of its assets or properties (other than Permitted Encumbrances), (ii) any
Liability for borrowed money, or (iii) any Liability as a guarantor or surety with respect to the obligations of others; 
 (d)
acceleration or release of any vesting condition to the right to exercise any option, warrant or other right to purchase or otherwise acquire any shares of its capital stock, or any acceleration or release of any right to repurchase shares of its
capital stock upon the stockholder’s termination of employment or services with it or pursuant to any right of first refusal; 
 (e)
payment or discharge of any Encumbrance on any of its assets or properties, or payment or discharge of any of its Liabilities, in each case that was not either shown on the Company Balance Sheet or incurred in the ordinary course of its business
consistent with its past practices after the Balance Sheet Date in an amount not in excess of $25,000 for any single Liability to a particular creditor; 
  

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 (f) purchase, license, sale, grant, assignment or other disposition or transfer, or any agreement or
other arrangement for the purchase, license, sale, assignment or other disposition or transfer, of any of its assets (including Company IP Rights (as defined in Section 3.13(a)) and other intangible assets), properties or goodwill other than
the sale or non-exclusive license of its products or services to its customers, distributors, OEM’s (original equipment manufacturer), VAR’s (value added reseller), or similar contracts, in the ordinary course of its business consistent
with its past practices; 
 (g) material damage, destruction or loss of any material property or material asset, whether or not covered by
insurance; 
 (h) declaration, setting aside or payment of any dividend on, or the making of any other distribution in respect of, its
capital stock, or any split, combination or recapitalization of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock or any change in any rights, preferences, privileges or restrictions of
any of its outstanding securities (other than repurchases of stock in accordance with the Company Stock Plan or applicable Contracts in connection with the termination of service of employees or other service providers); 
 (i) except as set forth on Schedule 3.10(i), change or increase in the compensation payable or to become payable to any of its officers, directors,
employees or agents, or in any bonus (except as provided in the Company sales compensation program), pension, severance, retention, insurance or other benefit payment or arrangement (including stock awards, stock option grants, stock appreciation
rights or stock option grants) made to or with any of such officers, directors, employees or agents; 
 (j) change with respect to its
management, supervisory or other key personnel, any termination of employment of a material number of employees, or any labor dispute or claim of unfair labor practices; 
 (k) liability incurred by it to any of its officers, directors or stockholders, except for normal and customary compensation and expense allowances payable to officers in the ordinary course of its business consistent
with its past practices; 
 (l) making by it of any loan, advance or capital contribution to, or any investment in, any of its officers,
directors or stockholders or any firm or business enterprise in which any such person had a direct or indirect material interest at the time of such loan, advance, capital contribution or investment; 
 (m) entering into, amendment of, relinquishment, termination or nonrenewal by it of any Company Material Contract (or any other right or obligation)
other than in the ordinary course of its business consistent with its past practices, any default by it under such Contract (or other right or obligation), or any written or, to the Company’s Knowledge, oral indication or assertion by the other
party thereto of any material service level interruption or material default under the Company’s service level agreement with such party, or such other party’s desire to so amend, relinquish, terminate or not renew any such Company
Material Contract (or other right or obligation); 
 (n) material change in the manner in which it extends discounts, credits or warranties
to customers; 
 (o) entering into by it of any Contract that by its terms requires or contemplates a current and/or future financial
commitment, expense (inclusive of overhead expense) or obligation on its part that involves in excess of $25,000 or that is not entered into in the ordinary course of its business consistent with its past practices, or the conduct of any business or
operations other than in the ordinary course of its business consistent with its past practices; 
 (p) making or entering into any Contract
with respect to any acquisition, sale or transfer of any material asset of the Company; 
  

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 (q) any change in accounting methods or practices (including any change in depreciation or amortization
policies or rates or revenue recognition policies) other than changes necessitated by changes in GAAP, or any revaluation of any of its assets; 
 (r) any deferral of the payment of any accounts payable other than in the ordinary course of business, consistent with past practices, or any discount, accommodation or other concession made other than in the ordinary course of business,
consistent with past practices, in order to accelerate or induce the collection of any receivable; or 
 (s) announcement of or any entry
into any Contract to do any of the things described in the preceding clauses (a) through (r) (other than negotiations and agreements with PAR3 and its representatives regarding the transactions contemplated by this Agreement). 

3.11 Contracts, Agreements, Arrangements, Commitments and Undertakings. Schedules 3.11(a)-(o) of the Company Disclosure Schedule
set forth a list of each of the following Contracts to which the Company is a party or to which the Company or any of its assets or properties is bound: 
 (a) any Contract providing for payments (whether fixed, contingent or otherwise) (i) to it in an aggregate amount of $100,000 or more or (ii) by it in an aggregate amount of $50,000 or more per annum;

 (b) any dealer, distributor, OEM (original equipment manufacturer), VAR (value added reseller), non-employee sales representative or
similar Contract under which any third party is authorized to sell, sublicense, lease, distribute, market or take orders for any of its products, services or technology and to whom payments (whether fixed, contingent or otherwise) are payable by the
Company in an aggregate amount of $100,000 or more; 
 (c) any Contract with a provision expressly providing for the payment of refunds,
rebates, credits or chargebacks by the Company; 
 (d) any Contract providing for the development, in each case, by a third party of any
software, content (including textual content and visual, photographic or graphics content), technology or intellectual property for (or for the benefit or use of) it, or providing for the purchase by or license to (or for the benefit or use of) it
of any software, content (including textual content and visual, photographic or graphics content), technology or intellectual property, which software, content, technology or intellectual property is in any manner used or incorporated (or is in
development by it to be used or incorporated) in connection with any aspect or element of any Company Product or Service of it; 
 (e) any
joint venture or Contract forming a legal partnership; 
 (f) any Contract for or relating to the employment by it of any director, officer,
employee or consultant or any other type of Contract with any of its officers, employees or consultants that is not immediately terminable by it without cost or other Liability, including any such contract requiring it to make a payment to any
director, officer, employee or consultant on account of the Merger, any transaction contemplated by this Agreement or any such Contract that is entered into in connection with this Agreement; 
 (g) any indenture, mortgage, trust deed, promissory note, loan agreement, security agreement, guarantee or other Contract for or with respect to the
borrowing of money, a line of credit, any currency exchange, commodities or other hedging arrangement, or a leasing transaction of a type required to be capitalized in accordance with GAAP; 
 (h) any Contract that restricts it from (1) soliciting or selling to any potential customer, (2) participating or competing in any line of
business, market or geographic area, (3) freely setting prices for its products, services or technologies to potential customers (including most favored customer pricing provisions), except for price reduction clauses provide for in agreements
by Company resellers with the U.S. Government General Services Administration (GSA), or (4) soliciting potential employees, consultants, contractors or other suppliers or customers; 
  

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 (i) any Contract that grants any exclusive rights, rights of refusal, rights of first negotiation or
similar rights to any Person; 
 (j) any Contract relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption
of any shares of its capital stock or other securities or any options, warrants or other rights to purchase or otherwise acquire any such shares of capital stock, other securities or options, warrants or other rights therefor, except for those
Contracts in substantially the form of the standard agreement evidencing incentive stock options or non-statutory stock options under the Company Stock Plan and the Contracts to be terminated pursuant to Section 7.2(h) hereof; 
 (k) any Contract with any labor union or any collective bargaining agreement or similar Contract with its employees; 
 (l) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations,
liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person, except for indemnification obligations made in the ordinary course in its Contracts with its customers, dealers, distributors, OEMs (original
equipment manufacturers), VARs (value added resellers), licensors, suppliers, vendors or non-employee sales representatives; 
 (m) any
Contract in which its officers, directors, employees or stockholders or any member of their immediate families have directly or indirectly a pecuniary interest (whether as a party or otherwise); 
 (n) any Contract pursuant to which it has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of
merger, consolidation, purchase of stock, purchase of assets, license or otherwise; or 
 (o) any Contract other than those required by these
subsections (a)-(n) of this Section 3.11 to be listed on Schedule 3.11 of the Company Disclosure Schedule described in subsections (a)-(n), that is a “material contract” (as such term is defined in Item 601(b)(10) of
Regulation S-K of the Securities and Exchange Commission. 
 A true and complete copy of each agreement or document, including any amendments
thereto, required by these subsections (a)-(o) of this Section 3.11 to be listed on Schedule 3.11 of the Company Disclosure Schedule has been delivered to PAR3. All Company Material Contracts are in written form. 
 3.12 No Default; No Restrictions. 
 (a) Each of the Company Material Contracts is in full force and effect. There exists no default or event of default or event, occurrence, condition or act, with respect to the Company or, to the Knowledge of the Company, with respect to any
other contracting party, which, with the giving of notice or the lapse of time, would reasonably be expected to (i) become a material default or event of default under any Company Material Contract or (ii) give any third party (1) the
right to declare a material default or exercise any remedy in law or equity as a result of a material default under any Company Material Contract, (2) the right to a material rebate, chargeback, refund, credit, penalty or change in written
delivery schedule under any Company Material Contract, except for amounts which have been recognized as a deferred revenue on the Company Balance Sheet, (3) the right to accelerate the maturity or performance of any material obligation of the
Company under any Company Material Contract, or (4) the right to cancel, terminate or material modify any Company Material Contract, other than as a result of the expiration of a term or the right to terminate for convenience under such
Contract. The Company has not received any written, or, to the Company’s Knowledge, oral notice or other communication regarding any actual or possible violation or breach of or default under, or intention to cancel or modify in writing, any
Company Material Contract. The Company has no obligations with respect to price reductions, automatic renewals or similar obligations under any contract with the U.S. General Services Administration. 
  

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 (b) The Company is not a party to, and no asset or property of the Company is bound or affected by, any
judgment, injunction, order or decree, that restricts or prohibits the Company or, following the Effective Time, will restrict or prohibit the Surviving Corporation or PAR3, from freely engaging in the Company Business or from competing anywhere in
the world (including any judgments, injunctions, orders or decrees, restricting the geographic area in which the Company may sell, license, market, distribute or support any products or technology or provide services or restricting the markets,
customers or industries that the Company may address in operating the Company Business or restricting the prices which the Company may charge for its products, technology or services (including most favored customer pricing provisions)), or includes
any grants by the Company of exclusive rights or licenses, rights of refusal, rights of first negotiation or similar rights. 
 3.13
Intellectual Property. 
 (a) The Company owns or has the valid right or license to use all Intellectual Property used in any Company
Product or Service (as defined in Section 3.13(c)) or otherwise used in the conduct of the Company Business (such Intellectual Property being hereinafter collectively referred to as the “Company IP Rights”). To the
Company’s Knowledge, such Company IP Rights are sufficient for the conduct of the Company Business. As used in this Agreement, “Company-Owned IP Rights” means Company IP Rights that are owned by the Company; and
“Company-Licensed IP Rights” means Company IP Rights that are licensed to the Company by a third party. 
 (b) Neither the
execution, delivery and performance of this Agreement or the Company Ancillary Agreements nor the consummation of the Merger and the other transactions contemplated by this Agreement and/or by the Company Ancillary Agreements shall, in accordance
with their terms: (i) constitute a material breach of or default under any instrument, license or other Contract governing any Company IP Right that is necessary for the conduct of the Company Business (collectively, the “Company IP
Rights Agreements”); (ii) cause the forfeiture or termination of, or give rise to a right of forfeiture or termination of, any Company IP Right that is necessary for the conduct of the Company Business; or (iii) materially impair
the right of the Company or the Surviving Corporation to use, make, market, license, sell, copy, distribute, or dispose of any Company IP Right that is necessary for the conduct of the Company Business or portion thereof. There are no royalties,
honoraria, fees or other payments in excess of $10,000 per annum payable by the Company to any third person (other than salaries payable to employees and independent contractors not contingent on or related to use of their work product) as a result
of the ownership, use, manufacture, marketing, license-in, sale, copying, distribution, or disposition of any Company IP Rights by the Company, and none shall become payable as a result of the consummation of the transactions contemplated by this
Agreement. 
 (c) Schedule 3.13(c) of the Company Disclosure Schedule sets forth a list (by name and version number) of each of the products
and services currently produced, manufactured, marketed, licensed, sold, furnished or distributed by the Company and each product and service currently under development by the Company (each a “Company Product or Service”, and
collectively the “Company Products or Services”). Neither the operation of the Company Business nor the use, development, manufacture, marketing, license, sale, distribution or furnishing of any Company Product or Service currently
used, developed, made, marketed, licensed, sold, distributed, or furnished by the Company (i) violates any license or other Contract between the Company and any third party, or (ii) to the Company’s Knowledge, infringes or
misappropriates or will infringe or misappropriate, if used in effectively the same manner as currently used by the Company, any Intellectual Property right of any other party. Neither the use, development, manufacture, marketing, license, sale
distribution or furnishing of any Company Product or Service currently under development by Company, (i) violates any Contract between Company and any third party, or (ii) to the Company’s Knowledge, infringes or misappropriates, or
will infringe or misappropriate, if used in effectively the same manner as currently used by the Company, any Intellectual Property rights of any other party. There is no pending, or to the Knowledge of the Company, threatened, claim or litigation
contesting the validity, ownership or right of the Company to use, develop, make, market, license, sell, distribute or furnish any Company IP Right or Company Product or Service, nor to the Knowledge of the Company is there any legitimate basis for
any such claim, nor has the Company received any written notice asserting that any Company IP Right or the use, development, manufacture, marketing, licensing, sale, distribution, furnishing or disposition thereof conflicts with or infringes the
rights of any other party, nor to the Knowledge of the Company is there any legitimate basis for any such assertion. The Company has not received any written notice from any third party notifying the Company of, or requesting that the Company enter
into a license under, any third party patents. To the Company’s Knowledge, none of the Company-Owned IP Rights or Company Products or Services of the Company 

  

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is subject to any pending proceeding or outstanding order or stipulation (i) restricting in any manner the use, development, manufacture, marketing,
licensing, sale, distribution, furnishing or disposition by the Company of any Company-Owned IP Rights, any Company Product or Service, or which may affect the validity, use or enforceability of any such Company-Owned IP Rights or Company Product or
Service, or (ii) restricting the conduct of the Company Business in order to accommodate Intellectual Property rights of a third party. 
 (d) To the Company’s Knowledge, no current or former employee, consultant or independent contractor of the Company: (i) is in material violation of any term or covenant of any employment contract, patent disclosure agreement,
invention assignment agreement, nondisclosure agreement, noncompetition agreement or any other Contract with any other party by virtue of such employee’s, consultant’s or independent contractor’s being employed by, or performing
services for, the Company or using trade secrets or proprietary information of others without permission; or (ii) has developed any technology, software or other copyrightable, patentable or otherwise proprietary work for the Company used in
the Company Products or Services or necessary for the conduct of the Company Business that is subject to any Contract under which such employee, consultant or independent contractor has assigned or otherwise granted to any third party any rights
(including Intellectual Property) in or to such technology, software or other copyrightable, patentable or otherwise proprietary work. To the Company’s Knowledge, neither the employment of any employee of the Company, nor the use by the Company
of the services of any consultant or independent contractor was in violation of any third party agreement (including for improperly soliciting such employee, consultant or independent contractor to work for the Company). 
 (e) The Company has taken commercially reasonable steps to protect the secrecy and confidentiality of Company IP Rights that are necessary for the
conduct of the Company Business in order to preserve and maintain all the Company’s trade secrets in Company IP Rights that are necessary for the conduct of the Company Business. All current and former officers, employees, consultants and
independent contractors of the Company having access to proprietary information of the Company, its customers or business partners and inventions owned by the Company have executed and delivered to the Company an agreement regarding the protection
of such proprietary information and the assignment of inventions to the Company (in the case of proprietary information of the Company’s customers and business partners, to the extent required by such customers and business partners); and PAR3
has been provided access to all such agreements. The Company has secured valid written assignments from all of the Company’s current and former consultants, independent contractors and employees who were involved in, or who contributed to, the
creation or development of any Company-Owned IP Rights, of the rights to such contributions that may be owned by such persons or that the Company does not already own by operation of law. No current or former employee, officer, director, consultant
or independent contractor of the Company has any right, license, claim or interest whatsoever in or with respect to any Company-Owned IP Rights. 
 (f) Schedule 3.13(f) of the Company Disclosure Schedule contains a true and complete list of (i) all worldwide registrations made by or on behalf of the Company of any patents, copyrights, mask works, trademarks, service marks,
Internet domain names or Internet or World Wide Web URLs or addresses with any Governmental Authority or quasi-governmental authority, including Internet domain name registries, (ii) all applications, registrations, filings and other formal
written governmental actions made or taken pursuant to Applicable Law by the Company to secure, perfect or protect its interest in the Company-Owned IP Rights, including all patent applications, copyright applications, mask work applications and
applications for registration of trademarks and service marks, and where applicable the jurisdiction in which each of the items of the Company-Owned IP Rights has been applied for, filed, issued or registered, and (iii) to the Company’s
Knowledge, all inter-party proceedings or actions before any court or tribunal (including the United States Patent and Trademark Office) or equivalent authority anywhere else in the world) related to any of the Company-Owned IP Rights. The Company
is the exclusive owner of all registered trademarks and, to the Knowledge of the Company, there exists no restriction to the use of such other trademarks or trade names used in connection with the operation or conduct of the Company Business,
including for the sale, licensing, distribution or provision of any Company Products or Services by the Company. 
 (g) The Company owns all
right, title and interest in and to all Company-Owned IP Rights free and clear of all Encumbrances (other than Permitted Encumbrances). 
  

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 (h) None of the Company’s licenses or other Contracts grants any third party exclusive rights to or
under any Company-Owned IP Rights. None of the Company’s end-user licenses grants any third party the right to sublicense any of such Company-Owned IP Rights. The Company has not transferred ownership of any Intellectual Property that is or was
owned by the Company to any third party, or knowingly permitted Company-owned IP which had been registered with a Governmental Authority to lapse or enter the public domain (other than through the expiration of registered Intellectual Property at
the end of its statutory term). 
 (i) Neither the Company nor any other party authorized to act on its behalf has disclosed or delivered to
any party, or permitted the disclosure or delivery to any escrow agent or other party of, any Company Source Code (as defined below). To the Knowledge of the Company, no event has occurred, and no circumstance or condition exists, that (with or
without notice or lapse of time, or both) shall, or would reasonably be expected to, result in the disclosure or delivery by the Company or any other party authorized to act on its behalf to any party of any Company Source Code. Schedule 3.13(i) of
the Company Disclosure Schedule identifies each Contract pursuant to which the Company has deposited, or is or may be required to deposit, with an escrow agent or other party, any Company Source Code and further describes whether the execution of
this Agreement or the consummation of the Merger or any of the other transactions contemplated by this Agreement, in and of itself, would reasonably be expected to result in the release from escrow of any Company Source Code. As used in this
Section 3.13(i), “Company Source Code” means, collectively, any human readable software source code, or any material portion or aspect of the software source code, or any material proprietary information or algorithm contained
in or relating to any software source code, that constitutes Company-Owned IP Rights or any other Company Product or Service marketed or currently proposed to be marketed by the Company. 
 (j) The Company has made available to PAR3 all Documentation relating to the testing of the Company Products or Services and plans and specifications for
Company Products or Services currently under development by the Company. The Company has a policy and procedure for tracking material bugs, errors and defects of which it becomes aware in any Company Products or Services, and maintains a database
covering the foregoing. For all software used by the Company in providing Company Products or Services, or in developing or making available any of the Company Products or Services, the Company has implemented any and all material security patches
that to the Knowledge of the Company are generally available for that software. 
 (k) No government funding, facilities of a university,
college, other educational institution or research center, or funding from third parties (other than funds received in consideration for Company Capital Stock or pursuant to instruments of indebtedness for borrowed money) was used in the development
of the Company Products or Services. To the Knowledge of the Company, no current or former employee, individual consultant or individual independent contractor of the Company who was involved in, or who contributed to, the creation or development of
any Company-Owned IP Rights has performed services for the government, for a university, college or other educational institution or for a research center during a period of time during which such employee, individual consultant or individual
independent contractor was also performing services for the Company. 
 (l) The Company has not taken any actions that (i) incorporate
any Public Software, in whole or in part, into any Company-Owned IP Right or any Company Product or Service or any portion thereof; (ii) use Public Software, in whole or in part, in the development of any part of any Company-Owned IP Right or
any Company Product or Service or any portion thereof in a manner that may subject any Company-Owned IP Right or Company Product or Service, in whole or in part, to all or part of the license obligations of any Public Software; or (iii) combine
or distribute any Company-Owned IP Right or any Company Product or Service with Public Software. As used herein, “Public Software” means software licensed pursuant to terms that directly or indirectly grant, or purport to grant, to
any third party any rights or immunities under the Company-Owned IP or any Company Product or Service. Public Software includes, without limitation, any software that requires as a condition of use, modification, and/or distribution of such software
that such software or other software incorporated into, derived from or distributed with such software be disclosed or distributed in source code form, licensed for the purpose of making derivative works, or redistributable at no charge and, by way
of example, shall include, without limitation, software licensed under the GNU’s General Public License (GPL) or Lesser/Library GPL, the Mozilla Public License, the Netscape Public License, the Sun Community Source License, the Sun Industry
Standards License, the BSD License, and the Apache License. 
  

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 3.14 Compliance with Laws. 
 (a) The Company has complied in all respects, and is now in compliance, with all Applicable Law, except as would not cause a Material Adverse Effect.

 (b) All Company Products and Services distributed or marketed by the Company have at all times made all material disclosures to users or
customers required by Applicable Law, and none of such disclosures made or contained in any such materials have been inaccurate, misleading or deceptive in any material respect so as to cause a violation of Applicable Law. 
 (c) The Company holds all material permits, licenses and approvals from, and has made all material filings with, government (and quasi-governmental)
agencies and authorities, that are necessary and/or legally required to be held by it to conduct the Company Business without any violation of Applicable Law (“Governmental Permits”), and all such Governmental Permits are valid and
in full force and effect. The Company is not in receipt of any notice or other communication from any Governmental Authority regarding (i) any actual or possible violation of law or any Governmental Permit or any failure to comply with any term
or requirement of any Governmental Permit or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Permit. 
 (d) Neither the Company nor any director, officer, agent or employee of the Company has, for or on behalf of the Company, (i) used any funds for
unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity or (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or
campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended. 
 3.15 Certain Transactions and
Agreements. To the Knowledge of the Company, none of the officers and directors of the Company (excluding any affiliated funds of such directors), nor any immediate family member of an officer or director of the Company, currently has a direct
ownership interest of more than 2% of the equity ownership of any firm or corporation that competes with, or does business with, or has any contractual arrangement with, the Company. None of said officers, directors, or immediate family members, and
no stockholder of the Company owning more than 1% of any class of Company Capital Stock is a party to, or otherwise directly or indirectly interested in any Company Material Contract. 
 3.16 Employees, ERISA and Other Compliance. 
 (a) The Company is in compliance in all material respects with all Applicable Law and Contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including employee compensation
matters, and has correctly classified employees as exempt employees and nonexempt employees under the Fair Labor Standards Act. A complete list of all employees, officers and consultants of the Company and their current title and/or job description
and compensation (base compensation and bonuses) is set forth on Schedule 3.16(a) of the Company Disclosure Schedule. To the Knowledge of the Company, all employees of the Company are legally permitted to be employed by the Company in the
jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under Applicable Law. All U.S.-based independent contractors providing services to the Company have been properly classified as
independent contractors for purposes of federal and applicable state tax laws, laws applicable to employee benefits and other Applicable Law. The Company does not have any employment or consulting Contracts currently in effect that are not
terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). 
 (b) To the Knowledge of the Company, the Company is not now, nor has ever been, subject to a union organizing effort. The Company is not is subject to any collective bargaining agreement with respect to any of its
employees, subject to any other Contract with any trade or labor union, employees’ association or similar organization, and subject to any current labor disputes. 
  


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 (c) The Company has no Knowledge, without inquiry, of any facts indicating that as a result of the
consummation of the Transactions, including the Merger, that any of its key employees (other than those listed on Exhibit A) intends to leave the Company’s employ. 
 (d) The Company has no pension plan which constitutes, or has since the enactment of ERISA, constituted, a “multi-employer plan” as defined in Section 3(37) of ERISA or a “multiple employer
plan” as defined in Section 413(c) of the Code. No pension plan of the Company is subject to Title IV of ERISA. 
 (e) Schedule
3.16(e) of the Company Disclosure Schedule lists each employment, consulting, severance or other similar Contract, each “employee benefit plan” as defined in Section 3(3) of ERISA and each plan or arrangement (written or oral)
providing for insurance coverage (including any self-insured arrangements that are clearly identified as such), workers’ benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement
benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or
directors that is entered into, maintained or contributed to by the Company or any ERISA Affiliate and covers any employee or former employee of the Company. Such Contracts, plans and arrangements as are described in this Section 3.16(e) are
hereinafter collectively referred to as “Company Benefit Arrangements.” 
 (f) Each Company Benefit Arrangement has been
maintained in compliance in all material respects with its terms and with the requirements prescribed by any and all Applicable Law that is applicable to such Company Benefit Arrangement. No such Company Benefit Arrangement is an “employee
pension benefit plan” as defined in Section 3(2) of ERISA that is intended to qualify under Section 401(a) of the Code, nor has the Company ever maintained any Company Benefit Arrangement under Section 401(a) of the Code. No
Company Benefit Arrangement shall be subject to any surrender fees or services fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. 
 (g) The Company has timely filed and delivered or made available to PAR3 and its legal counsel the three most recent annual reports (Form 5500) and all
schedules attached thereto for each Company Benefit Arrangement that is subject to ERISA and Code reporting requirements, and all material communications with participants, the IRS, the U.S. Department of Labor (“DOL”), or any other
Governmental Authority, administrators, trustees, beneficiaries and alternate payees relating to any Company Benefit Arrangement. 
 (h) No
suit, administrative proceeding, action or other litigation has been brought, or to the Knowledge of the Company is threatened in writing against or with respect to any Company Benefit Arrangement (other than claims for benefits under such Company
Benefit Arrangement which are routine and uncontested), including any audit or inquiry by the IRS or the DOL. The Company has never been a participant in any “prohibited transaction” within the meaning of Section 406 of ERISA or
Section 4975 of the Code with respect to any employee pension benefit plan (as defined in Section 3(2) of ERISA) that the Company sponsors as employer or in which the Company participates as an employer which was not otherwise exempt
pursuant to Section 408 of ERISA (including any individual exemption granted under Section 408(a) of ERISA) or that would be reasonably likely to result in an excise tax under the Code or the assessment of a civil penalty under
Section 502(i) or ERISA. 
 (i) All contributions due from the Company with respect to any of the Company Benefit Arrangements have been
made or have been accrued on the Company’s financial statements (including the Company Financial Statements), and no further contributions shall be due or shall have accrued thereunder as of the Closing Date (other than contributions accrued in
the ordinary course of business, consistent with past practices, after the Balance Sheet Date as a result of the operations of the Company after the Balance Sheet Date). All claims as of the Closing Date made under any self-insured Company Benefit
Arrangement that is an “employee welfare benefit plan” as defined in Section 3(1) of ERISA have been paid or, if not paid, will be paid by the Company. 
 (j) All individuals who, pursuant to the terms of any Company Benefit Arrangement, are entitled to participate in any Company Benefit Arrangement, are currently participating in such Company Benefit Arrangement or
have been offered an opportunity to do so and have declined in writing. 
  

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 (k) The Company shall not have any material Liability to any employee or to any organization or any other
entity as a result of the termination of any employee leasing arrangement. 
 (l) There has been no amendment to, written interpretation or
announcement (whether or not written) by the Company relating to, or change in employee participation or coverage under, any Company Benefit Arrangement that would increase materially the expense of maintaining such Company Benefit Arrangement above
the level of the expense incurred in respect thereof during the calendar year 2004 (other than increased insurance premiums), except any such amendments that are required under Applicable Law. 
 (m) Each Company Benefit Arrangement, to the extent applicable, is in compliance, in all material respects, with the continuation coverage requirements
of Section 4980B of the Code, Sections 601 through 608 of ERISA, the Americans with Disabilities Act of 1990, as amended, and the regulations thereunder, the Health Insurance Portability and Accountability Act of 1996, as amended, the
Women’s Health and Cancer Rights Act of 1998, and the Family Medical Leave Act of 1993, as amended, and the regulations thereunder, as such requirements affect the Company and its employees. There are no outstanding, uncorrected violations
under the Consolidation Omnibus Budget Reconciliation Act of 1985, as amended, (“COBRA”), with respect to any of the Company Benefit Arrangements, covered employees or qualified beneficiaries that would result in a Material Adverse
Effect on the Company or PAR3. 
 (n) (i) No benefit payable or that may become payable by the Company pursuant to any Company Benefit
Arrangement or as a result of, in connection with or arising under this Agreement or the Certificate of Merger shall constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code) that is subject to the imposition of
an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. 
 (ii) Unless
otherwise indicated in Schedule 3.16(n)(ii) of the Company Disclosure Schedule, the Company is not a party to any: (A) Contract with any executive officer or other key employee thereof (x) the benefits of which are contingent, or the
terms of which are materially altered, upon the occurrence of a transaction involving the Company in the nature of the Merger or any of the other transactions contemplated by this Agreement or any Company Ancillary Agreement, (y) providing any
term of employment or compensation guarantee, or (z) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment other than as required by COBRA
(or similar state laws), vacation pay cash-outs or other arrangements governed by ERISA; or (B) Contract or plan, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which shall be
increased, or the vesting of benefits of which shall be accelerated, by the occurrence of the Merger or any of the other transactions contemplated by this Agreement, or any event subsequent to the Merger such as the termination of employment of any
person, or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement. The Company has no obligation to pay any material amount or provide any material benefit to any former
employee or officer, other than obligations (A) for which the Company has established a reserve for such amount on the Company Balance Sheet and (B) pursuant to Contracts entered into after the Balance Sheet Date and disclosed on
Schedule 3.16(n)(ii) of the Company Disclosure Schedule. 
 (o) To the Company’s Knowledge, no employee or US-based consultant of
the Company is in material violation of (i) any term of any employment or consulting Contract or (ii) any term of any other Contract or any restrictive covenant relating to the right of any such employee or consultant to be employed by the
Company or to use trade secrets or proprietary information of others. To the Company’s Knowledge, the employment of any employee or consultant by the Company does not subject it to any liability to any third party other than liabilities with
respect to employer payroll tax and employee tax withholding. 
 (p) The Company has not established any compensation and benefit plan that
is maintained or is required to be maintained or contributed to by the law or applicable custom or rule of the relevant jurisdiction, outside of the United States. 
 (q) In the past two years, there has been no “mass layoff,” “employment loss,” or “plant closing” as defined by the Workers Adjustment and Retraining Notification Act (the “WARN
Act”) in respect of the Company. 
  

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 3.17 Corporate Documents. The Company has delivered or made available to PAR3 for examination all
documents listed in the Company Disclosure Schedule (including any Schedule thereto) or in any other exhibit or schedule called for by this Agreement, including the following: (a) copies of the Amended and Restated Certificate of Incorporation
and Bylaws (or other comparable charter documents), each as currently in effect, of the Company; (b) the minute books containing all records of all proceedings, consents, actions and meetings of the Board of Directors and any committees thereof
and stockholders of the Company; (c) the stock ledger and option ledger and journal reflecting all stock issuances and transfers and all grants of options relating to the Company; and (d) all permits, orders and consents issued by, and
filings by the Company with, any regulatory agency with respect to the Company, or any securities of the Company, and all applications for such permits, orders and consents. 
 3.18 Transaction Expenses. Neither the Company nor any Affiliate of the Company is obligated for the payment of any fees or expenses of any
investment banker, broker, finder or similar party in connection with the origin, negotiation or execution of this Agreement or in connection with the Transactions, including the Merger, other than as set forth on Schedule 3.18. The legal and
accounting advisors, and any other persons, to whom the Company currently expects to owe fees and expenses that will constitute Transaction Expenses are set forth on Schedule 3.18, and other than the Transaction Expenses set forth on Schedule
3.18, there are no Transaction Expenses. 
 3.19 Books and Records. 
 (a) The books, records and accounts of the Company (i) are in all material respects true, complete and correct, (ii) have been maintained in
accordance with good business practices on a basis consistent with prior years, and (iii) accurately and fairly reflect the basis for the Company Financial Statements. 
 (b) The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that:
(i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (1) to permit preparation of financial statements and (2) to maintain
accountability for assets; and (iii) the amount recorded for assets on the Company’s books and records is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

 3.20 Insurance. The Company maintains the policies of insurance and bonds set forth in Schedule 3.20 of the Company Disclosure
Schedule, including all legally required workers’ compensation and other insurance. Schedule 3.20 sets forth the name of the insurer under each such policy and bond, the type of policy or bond, and the coverage amount and any applicable
deductible. There is no material claim pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds. All premiums due and payable under all such policies and
bonds have been timely paid, and the Company is otherwise in compliance with the terms of such policies and bonds. All such policies and bonds remain in full force and effect, and the Company has no Knowledge of any threatened termination of, or
material premium increase with respect to, any of such policies or bonds. The Company has delivered to PAR3 correct and complete copies of all such policies of insurance and bonds issued at the request or for the benefit of the Company. 

3.21 Environmental Matters. 
 (a)
The Company and its predecessors and Affiliates are in material compliance with all Environmental Laws (as defined below), which compliance includes the possession by the Company of all material permits and other governmental authorizations required
under Environmental Laws and compliance with the terms and conditions thereof. The Company has not received any written notice or other written communication, whether from a Governmental Authority, citizens groups, employee or otherwise, that
alleges that the Company is not in compliance with any Environmental Law, and to the Knowledge of the Company, there are no circumstances that may prevent or interfere with the compliance by the Company with any current Environmental Law in the
future. To the Knowledge of the Company, no current or prior owner of any property leased or possessed by the Company has received any written notice or other written communication, whether from a Governmental Authority, citizens group, employee or
otherwise, that alleges that such current or prior owner or the Company is not in compliance with any Environmental Law. All Governmental Permits held by the Company pursuant to any Environmental Law (if any) are identified in Schedule 3.21 of the
Company Disclosure Schedule. 
  

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 (b) For purposes of this Section 3.21: (i) “Environmental Law” means any
federal, state or local statute, law, regulation or other legal requirement relating to pollution or protection of human health or the environment (including ambient air, surface water, ground water, land surface or subsurface strata), including any
law or regulation relating to emissions, discharges, releases or threatened releases of Materials of Environmental Concern or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling
of Materials of Environmental Concern; and (ii) “Materials of Environmental Concern” include chemicals, pollutants, contaminants, wastes, toxic substances, petroleum and petroleum products and any other substance that is
currently regulated by an Environmental Law or that is otherwise a danger to health, reproduction or the environment. 
 3.22 No Existing
Discussions. Neither the Company nor, to the Knowledge of the Company, any director, officer, Affiliate or agent of the Company is engaged in any discussions or negotiations regarding, or furnishing to any person any information with respect to,
or otherwise cooperating with, facilitating or encouraging any effort or attempt by any person to do or seek an Alternative Transaction. 
 3.23 Customers. The Company has no outstanding material disputes concerning any Company Product or Service with any customer or distributor who was a source of revenue to the Company equal to or exceeding $50,000 per annum, based on
amounts paid or payable in the ten months ended October 31, 2005 (each, a “Company Significant Customer”). Since January 1, 2005, the Company has not received any written or, to the Company’s Knowledge, oral notice
from any Company Significant Customer that such customer shall not continue as a customer of the Company or that such customer intends to terminate or materially modify existing Contracts with the Company (or the Surviving Corporation or PAR3) or
that such customer refuses to make payments for services rendered. 
 3.24 Disclosure. This Agreement (including its exhibits and
schedules and the Company Disclosure Schedule) does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained herein and therein, in light of the circumstances under
which such statements were made, not misleading. 
 ARTICLE IV 
 REPRESENTATIONS AND WARRANTIES OF PAR 3 AND MERGER SUB 
 Subject to the
exceptions set forth in the numbered or lettered section of the PAR3 Disclosure Schedule, PAR3 and Merger Sub represent and warrant to the Company that the statements contained in this Article IV are true and correct on and as of the date of this
Agreement and shall be true and correct at all times until the Closing Date: 
 4.1 Organization and Good Standing. PAR3 is a
corporation duly organized and validly existing under the laws of the State of Washington and has the corporate power and authority to own, operate and lease its properties and to carry on its business as now conducted and as presently proposed to
be conducted. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of PAR3 and Merger Sub is duly qualified or licensed to do business, and is in good standing, in each
jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not individually or in
the aggregate be material to PAR3’s or Merger Sub’s ability to consummate the Transactions, including the Merger, or to perform their respective obligations under this Agreement, the PAR3 Ancillary Agreements and the Merger Sub Ancillary
Agreements. PAR3 has made available to the Company true and complete copies of the currently effective Articles of Incorporation and Bylaws of PAR3 and Merger Sub, each as amended to date. Neither PAR3 nor Merger Sub is in violation of its
respective Articles of Incorporation, Certificate of Incorporation or Bylaws, each as amended to date. Except for the Merger Sub, PAR3 does not have any Subsidiaries or any equity or ownership interest (or any interest convertible or exchangeable or
exercisable for, any equity or ownership interest), whether direct or indirect, in any Person. PAR3 is not obligated to make nor is it bound by any agreement or obligation to make any investment in or capital contribution in or on behalf of any
other Person. 
  

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 4.2 Power, Authorization and Validity. 
 (a) Power and Authority. PAR3 has all requisite corporate power and authority to enter into, execute, deliver and perform its obligations under
this Agreement and each of the PAR3 Ancillary Agreements and to consummate the Merger and, to the extent applicable, the other Transactions. The execution, delivery and performance by PAR3 of this Agreement, each of the PAR3 Ancillary Agreements and
all other agreements, transactions and actions contemplated hereby or thereby, including the Amended and Restated Articles of Incorporation of PAR3 Communications, Inc. (the “PAR3 Restated Articles”) in the form attached hereto as
Exhibit F and the issuance of the shares of Series C-1 Preferred Stock in the Merger pursuant to the terms of this Agreement, have been duly and validly approved and authorized by all necessary corporate action on the part of PAR3, including
any required shareholder action. Merger Sub has all requisite corporate power and authority to enter into, execute, deliver and perform its obligations under this Agreement and each of the Merger Sub Ancillary Agreements and to consummate the
Transactions, including the Merger. The execution, delivery and performance by Merger Sub of this Agreement, each of the Merger Sub Ancillary Agreements and all other agreements, transactions and actions contemplated hereby or thereby have been duly
and validly approved and authorized by all necessary corporate action on the part of Merger Sub. 
 (b) No Consents. No consent,
approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority, or any other Person, governmental or otherwise, is necessary or required to be made or obtained by PAR3 or Merger Sub to enable PAR3 and
Merger Sub to lawfully execute and deliver, enter into, and perform its obligations under this Agreement, each of the PAR3 Ancillary Agreements and each of the Merger Sub Ancillary Agreements or to consummate the Transactions, including the Merger,
except for (A) the receipt of the required PAR3 shareholder approvals, which have been obtained prior to the date hereof, (B) the filing of the PAR3 Restated Articles with the Secretary of State of the State of Washington and (C) such
consents, approvals, orders, authorizations, registrations, declarations and filings, if any, that if not made or obtained by PAR3 or Merger Sub would not be material to PAR3’s or Merger Sub’s ability to consummate the Transactions,
including the Merger, or to perform their respective obligations under this Agreement, the PAR3 Ancillary Agreements and the Merger Sub Ancillary Agreements. 
 (c) Enforceability. This Agreement has been duly executed and delivered by PAR3 and Merger Sub. This Agreement and each of the PAR3 Ancillary Agreements are, or when executed by PAR3 shall be, valid and binding
obligations of PAR3, enforceable against PAR3 in accordance with their respective terms, subject to the effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to
rights of creditors generally and (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. This Agreement and each of the Merger Sub Ancillary Agreements are, or when executed by Merger Sub
shall be, valid and binding obligations of Merger Sub, enforceable against Merger Sub in accordance with their respective terms, subject to the effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws
now or hereafter in effect relating to rights of creditors generally and (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. 
 4.3 No Violation. Neither the execution and delivery of this Agreement, any of the PAR3 Ancillary Agreements or any of the Merger Sub Ancillary
Agreements by PAR3 or Merger Sub, nor the consummation of the Transactions, including the Merger, shall conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach, impairment or violation of, or constitute a
default under: (a) any provision of their respective Articles of Incorporation or Bylaws of PAR3, each as currently in effect; (b) any Applicable Law applicable to PAR3, Merger Sub or any of their respective material assets or properties;
or (c) any Contract to which PAR3 or Merger Sub is a party, or by which PAR3 or Merger Sub or any of their respective material assets or properties are bound, except in the cases of clauses (b) and (c) where such conflict,
termination, breach, impairment, violation or default would not reasonably be expected to have a Material Adverse Effect on PAR3 or be material to PAR3’s or Merger Sub’s ability to consummate the Transactions, including the Merger, or to
perform their respective obligations under this Agreement, the PAR3 Ancillary Agreements and the Merger Sub Ancillary Agreements. 
 4.4
Interim Operations of Merger Sub. Merger Sub was formed by PAR3 solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as
contemplated by this Agreement. Merger Sub has no liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock was issued to PAR3, is not a party to any agreement other than this Agreement and agreements
with respect to the appointment of registered agents and similar matters. 
  

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 4.5 Capitalization. The authorized capital stock of PAR3 consists of 120,000,000 shares of PAR3
Common Stock, 10,500,000 shares of Series A preferred stock, par value $0.001 per share, 16,500,000 shares of Series B preferred stock, par value $0.001 and 60,000,000 shares of Series C preferred stock, par value $0.001. As of the Agreement Date,
(A) 9,307,347 shares of PAR3 Common Stock, 9,865,003 shares of Series A preferred stock, 16,314,323 shares of Series B preferred stock, and 55,988,951 shares of Series C preferred stock, were issued and outstanding. As of the Agreement Date,
15,606,417 shares of PAR3 Common Stock are reserved for future issuance pursuant to outstanding options and 149,376 shares of PAR3 Common Stock, 90,517 shares of Series A preferred stock, 35,688 shares of Series B preferred stock and 746,518 shares
of Series C preferred stock are reserved for issuance pursuant to outstanding warrants, and except for such options and warrants and the conversion rights of the PAR3 preferred stock, there are no stock appreciation rights, options, warrants, calls,
rights, commitments, conversion privileges or preemptive or other rights or Contracts outstanding to purchase or otherwise acquire any shares of PAR3 preferred stock or common stock or any securities or debt convertible into or exchangeable for PAR3
preferred stock or common stock or obligating PAR3 to grant, extend or enter into any such option, warrant, call, right, commitment, conversion privilege or preemptive or other right or Contract. Except under for the PAR3 Investor Agreements, there
are no voting agreements, registration rights, rights of first refusal, preemptive rights, co-sale rights or other restrictions applicable to any outstanding securities of the Company. PAR3 holds no treasury shares. All issued and outstanding shares
of PAR3 Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered,
issued, sold and delivered by PAR3 in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by the Company. Schedule 4.5 of the PAR3
Disclosure Schedule sets forth (A) the names of all the holders of PAR3 Preferred Stock and warrants; (B) the number and kind of shares of PAR3 capital stock held by such holders, and the ownership percentage such shares represent, and
(C) the aggregate number of shares of PAR3 Common Stock outstanding. 
 4.6 Financial Statements. Schedule 4.6 of the PAR3
Disclosure Schedule includes the PAR3 Financial Statements. The PAR3 Financial Statements: (a) are derived from and are in accordance with the books and records of PAR3; and (b) were prepared in accordance with GAAP (except as may be
indicated in the notes thereto) and fairly present the financial condition of PAR3 at the dates therein indicated and the results of operations and cash flows of PAR3 for the periods therein specified (subject, in the case of unaudited interim
period financial statements, to normal recurring year-end adjustments, none of which individually or in the aggregate will be material in amount). PAR3 has no material liabilities, and to its Knowledge no contingent liabilities, except for those
(a) shown on most recent balance sheet in the PAR3 Financial Statements and (b) that were incurred after the Balance Sheet Date in the ordinary course of PAR3’s business consistent with its past practices. Schedule 4.6 of the PAR3
Disclosure Schedule lists any liabilities incurred subsequent to the Balance Sheet Date not in the ordinary course of business. 
 4.7
Compliance with Laws; Customers. 
 (a) PAR3 has complied in all material respects and is now in material compliance with all
Applicable Law. All materials, products and services distributed or marketed by the PAR3 have at all times made all material disclosures to users or customers required by Applicable Law. PAR3 is not in receipt of any notice or other communication
from any Governmental Authority regarding (i) any actual or possible violation of law or any Governmental Permit or any failure to comply with any term or requirement of any Governmental Permit or (ii) any actual or possible revocation,
withdrawal, suspension, cancellation, termination or modification of any Governmental Permit. 
 (b) PAR3 has no material disputes with and
is not in material default under any Contract with any PAR3 Significant Customer. PAR3 has no Knowledge of any material dissatisfaction on the part of any PAR3 Significant Customer or that such customer intends to terminate or materially modify its
existing Contract with PAR3. 
  

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 4.8 Absence of Changes. Between January 1, 2005 and the Agreement Date, there has not been
any event that has had a Material Adverse Effect on PAR3. 
 4.9 Valid Issuance. The PAR3 Series C-1 Preferred Stock to be issued in
the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable. The shares of PAR3 Common Stock issuable upon conversion of the PAR3 Series C-1 Preferred Stock have been duly and
validly reserved for issuance. 
 4.10 Litigation. There is no action, suit, arbitration, mediation, proceeding, claim or
investigation pending against PAR3 (or against any officer, director, employee or agent of PAR3 in their capacity as such or relating to their employment, services or contractual relationship with PAR3) before any Governmental Authority, arbitrator
or mediator, nor, to the Knowledge of PAR3, has any such action, suit, arbitration, mediation, proceeding, claim or investigation been threatened. There is no judgment, decree, injunction, rule or order of any Governmental Authority, arbitrator or
mediator outstanding against PAR3. To PAR3’s Knowledge, there is no basis for any person to assert a claim against PAR3 based upon PAR3’s entering into this Agreement or any PAR3 Ancillary Agreement or consummating the Transactions,
including the Merger. PAR3 has no action, suit, arbitration, mediation, proceeding, claim or investigation pending against any Governmental Authority or other Person. 
 4.11 Taxes. PAR3 has filed all Returns as required by Applicable Law. These Returns are true and correct in all material respects. PAR3 has timely paid all Taxes required to be paid by it for which payment was
due, except in any such case as would not have a Material Adverse Effect on PAR3. 
 4.12 Books and Records. 
 (a) The books, records and accounts of PAR3 (i) are in all material respects true, complete and correct, (ii) have been maintained in accordance
with good business practices on a basis consistent with prior years, and (iii) accurately and fairly reflect the basis for PAR3 Financial Statements. 
 (b) The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or
specific authorization; (ii) transactions are recorded as necessary (1) to permit preparation of financial statements and (2) to maintain accountability for assets; and (iii) the amount recorded for assets on PAR3’s books
and records is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. 
 4.13 Title to Properties. PAR3 owns outright, leases, or otherwise has the right to use as required in its business, all of its tangible assets and equipment, and has good and marketable title to all such assets and equipment that
are owned outright, free and clear of any Encumbrances, except for Permitted Encumbrances and liens which are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside on the books of the
Company. Such assets are sufficient for the operation of the PAR3 Business. 
 4.14 Disclosure. This Agreement (including its exhibits
and schedules and the Company Disclosure Schedule) does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained herein and therein, in light of the circumstances
under which such statements were made, not misleading. 
 4.15 Reorganization Treatment. 
 (a) PAR3 has no current plan or intent following the Merger, to cause the Surviving Corporation or one or more members of PAR3’s qualified
group (as defined in Treasury Regulation §1.368-1(d)(4)(ii)) to fail to either continue the historic business of the Company or use a significant portion of the Company’s historic business assets in a business. 
 (b) Neither PAR3, nor any corporation that is related to PAR3 within the meaning of Treasury Regulation §1.368-1(e)(3) (a “PAR3
Affiliate”), nor any partnership in which PAR3 or any PAR3 

  

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Affiliate is a partner, has acquired or will acquire any shares of Company stock in contemplation of the Merger or during the period beginning with the
commencement of negotiations (whether formal or informal) regarding the Merger and ending at the Effective Date, other than pursuant to the Merger and other transactions contemplated by the Merger Agreement. 
 (c) PAR3 has no plan or intention to reacquire any of its stock issued in the Merger. No PAR3 Affiliate and no partnership in which PAR3 or a PAR3
Affiliate is a partner has a plan or intention to acquire any of the PAR3 stock issued in the Merger. 
 (d) Following the Merger, the
Surviving Corporation has no plan or intention to issue additional shares of its stock or take any other action that would result in PAR3 losing Control of the Surviving Corporation. “Control” means direct ownership of
stock possessing at least eighty percent of the total combined voting power of all classes of stock entitled to vote and at least eighty percent of the total number of shares of each other class of stock of the corporation, and a person is not
considered to own voting stock if a third party, other than an agent of such person, has the right to vote or control the voting of such stock. 
 (e) Except for transfers of stock and assets permitted to be made under Treasury Regulations Section 1.368-2(k) without disqualifying an otherwise qualified reorganization, PAR3 has no plan or intention to liquidate the Surviving
Corporation (other than pursuant to a merger of the Surviving Corporation with and into PAR3), to merge the Surviving Corporation with and into another corporation (other than PAR3), to sell or otherwise dispose of the stock of the Surviving
Corporation, or to cause or permit the Surviving Corporation to sell or otherwise dispose of any of the assets of the Company acquired in the Merger, other than in the ordinary course of business. 
 (f) Neither PAR3 nor Merger Sub is an “investment company” within the meaning of Section 368(a)(2)(F)(iii) and (iv) of the Code.

 ARTICLE V 
 COMPANY
COVENANTS 
 During the time period from the Agreement Date until the earlier to occur of (a) the Effective Time or (b) the
termination of this Agreement in accordance with the provisions of Article VIII, the Company covenants and agrees with PAR3 as follows: 
 5.1
Advice of Changes. The Company shall promptly advise PAR3 in writing of (a) any event occurring subsequent to the Agreement Date that would render any representation or warranty of the Company contained in Article III untrue or
inaccurate such that the condition set forth in Section 7.2 would not be satisfied, (b) any breach of any covenant or obligation of the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition set forth
in Section 7.2 would not be satisfied, or (c) any change, event, circumstance, condition or effect that would result in a Material Adverse Effect on the Company or cause any of the conditions set forth in Section 7.2 not to be
satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.1 shall not be deemed to amend or supplement the Company Disclosure Schedule. 
 5.2 Maintenance of Business. 
 (a) The
Company shall use its commercially reasonable efforts to carry on and preserve the Company Business and its business relationships with customers, advertisers, suppliers, employees and others with whom the Company has contractual relations. If the
Company becomes aware of any deterioration in the relationship with any customer, key advertiser, key supplier or key employee, it shall promptly bring such information to PAR3’s attention in writing and, if requested by PAR3, shall exert
commercially reasonable efforts to promptly restore the relationship, provided, however, in the case of key employees, without the provision or grant of additional consideration by the Company. 
 (b) The Company shall (i) pay all of its debts and taxes when due, subject to good faith disputes over such debts or taxes and (ii) pay or
perform its other Liabilities consistent with past practices. 
  

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 (c) The Company shall use its commercially reasonable efforts to assure that each of its Contracts
entered into after the Agreement Date will not require the procurement of any consent, waiver or novation (except in the case of a contract with or through a governmental agency) or provide for any material change in the obligations of any party in
connection with, or terminate as a result of the consummation of, the Merger. 
 5.3 Conduct of Business. The Company shall continue
to conduct the Company Business in the ordinary and usual course consistent with its past practices, and the Company shall not without PAR3’s prior written consent: 
 (a) incur any indebtedness for borrowed money in excess of $100,000 or guarantee any such indebtedness of another Person or issue or sell any debt securities or guarantee any debt securities of another Person;

 (b)(i) lend any money, other than reasonable and normal advances to or credit card charges by employees for bona fide expenses that are
incurred in the ordinary course of business consistent with its past practices, (ii) make any investments in or capital contributions to, any Person, (iii) forgive or discharge in whole or in part any outstanding loans or advances, or
(iv) prepay any indebtedness; 
 (c) enter into any Company Material Contract, violate, terminate, amend or otherwise modify or waive
any of the material terms of any Company Material Contract, or enter into any material transaction, in each case except in the ordinary course of business consistent with its past practices; 
 (d) place or allow the creation of any Encumbrance (other than a Permitted Encumbrance) on any of its assets or properties; 
 (e) sell, lease, license, transfer or dispose of any assets material to the Company Business (except for sales or licenses of products in the ordinary
course of business consistent with its past practices); 
 (f)(i) except as disclosed in Schedule 5.3(f), pay any bonus, increased
salary, severance or special remuneration to any officer, director, employee or consultant (except as provided in the Company sales compensation program), (ii) amend or enter into any employment or consulting Contract with any such person, or
(iii) adopt or amend any employee or compensation benefit plan, including any stock purchase, stock issuance or stock option plan, or amend any compensation, benefit, entitlement, grant or award provided or made under any such plan (except in
each case as required under ERISA or as necessary to maintain the qualified status of such plan under the Code); 
 (g) change any of its
accounting methods, except as may be required by GAAP or Applicable Law; 
 (h) declare, set aside or pay any cash or stock dividend or other
distribution (whether in cash, stock or property) in respect of its capital stock, or redeem, repurchase or otherwise acquire any of its capital stock or other securities (except for the repurchase of stock from its employees, directors, consultants
or contractors in connection with the termination of their services at the original purchase price of such stock), or pay or distribute any cash or property to any of its stockholders or securityholders or make any other cash payment to any of its
stockholders or securityholders; 
 (i) issue, sell, create or authorize any shares of its capital stock of any class or series or any other
of its securities, or issue, grant or create any warrants, obligations, subscriptions, options, convertible securities, or other commitments to issue shares of its capital stock or any securities that are potentially exchangeable for, or convertible
into, shares of its capital stock, other than the issuance of shares of Company Common Stock pursuant to the exercise of Company Options or issuance of Company Capital Stock upon exercise of Company Warrants outstanding on the Agreement Date, except
as contemplated by this Agreement; 
 (j) subdivide, split, combine or reverse split the outstanding shares of its capital stock of any class
or series or enter into any recapitalization affecting the number of outstanding shares of its capital stock of any class or series or affecting any other of its securities; 
  

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 (k) merge, consolidate or reorganize with, acquire, or enter into any other business combination with any
corporation, partnership, limited liability company or any other entity (other than PAR3 or Merger Sub), acquire a substantial portion of the assets of any such entity, or enter into any negotiations, discussions or agreement for such purpose;

 (l) amend its Amended and Restated Certificate of Incorporation or Bylaws or other comparable charter documents; 
 (m) license any of its technology or Intellectual Property, except for licenses under its customer, dealer, distributor, OEM (original equipment
manufacturer), VAR (value added reseller), sales representative or similar Contracts made in the ordinary course of business consistent with its past practices pursuant to any Contract providing for payments in an aggregate amount of $50,000 or
less, provided that under no circumstances shall the Company enter into any software escrow or similar agreement or arrangement), or acquire any Intellectual Property (or any license thereto) from any third party (other than shrink wrap
and other licenses of software generally available to the public at a per copy license fee of less than $1,000 per copy); 
 (n) materially
change any insurance coverage; 
 (o)(i) agree to any audit assessment by any taxing authority, (ii) file any Return or amendment to any
Return unless copies of such Return or amendment have first been delivered to PAR3 for its review at a reasonable time prior to filing, (iii) except as required by applicable law, make or change any material election in respect of taxes or
adopt or change any material accounting method in respect of taxes, or (iv) enter into any closing agreement, settle any claim or assessment in respect of taxes, or consent to any extension or waiver of the limitation period applicable to any
claim or assessment in respect of taxes; 
 (p) modify or change the exercise or conversion rights or exercise or purchase prices of any of
its capital stock, any of its stock options, warrants or other securities, or accelerate or otherwise modify (i) the right to exercise any option, warrant or other right to purchase any of its capital stock or other securities (except for the
amendment to the Series E Warrants contemplated by Section 5.6(b), or (ii) the vesting or release of any shares of its capital stock or other securities from any repurchase options or rights of refusal held by it or any other party or
any other restrictions; 
 (q)(i) initiate any litigation, action, suit, proceeding, claim or arbitration or (ii) settle or agree to
settle any litigation, action, suit, proceeding, claim or arbitration; 
 (r)(i) pay, discharge or satisfy, in an amount in excess of $5,000
in any one case or $10,000 in the aggregate, any Liability arising otherwise than in the ordinary course of business, other than (1) the payment, discharge or satisfaction of Liabilities reflected or reserved against in the Company Balance
Sheet except to the extent necessary to comply with Applicable Law and (2) the payment, discharge or satisfaction of Transaction Expenses, or (ii) make any capital expenditures, capital additions or capital improvements; 
 (s) materially change the manner in which it extends warranties, discounts or credits to customers; or 
 (t)(i) agree to do any of the things described in the preceding clauses (a)-(u), (ii) take or agree to take any action which would reasonably be
expected to make any of the Company’s representations or warranties contained in this Agreement materially untrue or incorrect, or (iii) take or agree to take any action which would reasonably be expected to prevent the Company from
performing or cause the Company not to perform one or more covenants required hereunder to be performed by the Company. 
 For purposes of this
Section 5.3, “Company Material Contract” includes any Contract arising subsequent to the date of this Agreement that would have been required to be listed on the Company Disclosure Schedule pursuant to Section 3.11 or
Section 3.13(i) had such Contract been in effect on the date of this Agreement. 
  

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 5.4 Regulatory Approvals. The Company shall promptly execute and file, or join in the execution
and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Authority, whether federal, state, local or foreign, which may be required in
connection with the consummation of the Merger, the Transactions or any Company Ancillary Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with PAR3 to promptly obtain, all such authorizations, approvals
and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform PAR3 of any material communication between the Company and any Governmental
Authority regarding any of the Transactions. If the Company or any Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Authority with respect to the transactions
contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request following consultation with PAR3. 
 5.5 Approval of Company Stockholders. At the earliest practicable date following the Agreement Date, which in not event shall exceed two
(2) business days following the Agreement Date, and in accordance with Applicable Law, the Company’s Amended and Restated Certificate of Incorporation and Bylaws, the Company shall solicit written consents from its stockholders to obtain
their approval of this Agreement and the Transactions, including the Merger. In soliciting such written consent, the Board of Directors of the Company will recommend to the stockholders of the Company that they approve this Agreement and the
Transactions, including the Merger and shall use its reasonable best efforts to obtain the approval of the stockholders of the Company. The Company will prepare an information statement (the “Information Statement”) with respect to
the solicitation of written consents to approve this Agreement, the Merger and related matters, in form and substance reasonably acceptable to PAR3 and its representatives, which shall include as an attachment an investor representation statement to
be completed by the holders of Company Series E Preferred Stock and Company Series E Preferred Warrants and delivered to PAR3 for purposes of confirming the availability of an exemption from registration under the Securities Act and state
securities laws for the issuance of Series C-1 Preferred Stock in the Merger. Each of PAR3 and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable
judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement. As soon as reasonably practicable after the execution of this Agreement, the Company will distribute the Information Statement
to (i) holders of Company Series E Preferred Stock and Company Series E Preferred Warrants and (ii) such other Company Securityholders as required or appropriate under Applicable Law. Whenever any event occurs which should be set
forth in an amendment or supplement to the Information Statement, the Company or PAR3, as the case may be, will promptly inform the other of such occurrence and cooperate in making any appropriate amendment or supplement, and/or mailing to the
pertinent parties, such amendment or supplement. 
 5.6 Necessary Consents; Warrants Amendment. 
 (a) Necessary Consents. The Company shall use its commercially reasonable efforts to obtain prior to Closing such written consents and
authorizations of third parties, give notices to third parties and take such other actions as may be necessary or appropriate in order to effect the consummation of the Transactions, including the Merger, to enable the Surviving Corporation to carry
on the Company Business immediately after the Effective Time and to keep in effect and avoid the breach, violation of, termination of, or adverse change to, any Company Material Contract, each of such consents is listed on Schedule 5.6 of the
Company Disclosure Schedule. 
 (b) Company Warrants. Promptly following the preparation of the Information Statement, the Company
shall use reasonable best efforts to solicit consent from the holders of a majority in interest of the Company Series E Warrants to amend the Company Series E Warrants to accelerate the expiration date of such warrants such that the Company Series E
Warrant shall terminate in full immediately prior to the Effective Time. Following receipt of such approval, at the Effective Time each Series E Warrant shall either (i) have been exercised (and shares of Company Series E Preferred Stock shall
have been issued upon due exercise thereof) or (ii) have terminated in full as of immediately prior to the Effective Time. Any amendment to the terms of the Company Series E Warrants shall be effected in accordance with Applicable Law and the
terms of the Company Series E Warrants. 
  

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 5.7 Litigation. The Company shall notify PAR3 in writing promptly after learning of any material
claim, action, suit, arbitration, mediation, proceeding or investigation by or before any court, arbitrator or arbitration panel, board or governmental agency, initiated by or against it, or the Knowledge of the Company to be threatened against the
Company or any of its officers, directors, employees or stockholders in their capacity as such. 
 5.8 No Other Negotiations.

 (a) The Company shall not, and shall not authorize, encourage or permit any of its officers, directors, employees, stockholders,
Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, “Company Representatives”) to, directly or indirectly: (a) solicit, initiate,
or knowingly encourage, facilitate or induce the making, submission or announcement of any inquiry, offer or proposal from any Person (other than PAR3) concerning any Alternative Transaction; (b) furnish any nonpublic information regarding the
Company to any Person (other than PAR3 and its agents and advisors) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by
indicating that the Company is subject to this Section 5.8); (c) enter into, participate in, maintain or continue any discussions or negotiations with any Person (other than PAR3 and its agents and advisors) with respect to any Alternative
Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company is subject to this Section 5.8); (d) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person (other than
PAR3 and its agents and advisors) to effect any Alternative Transaction; or (e) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between the Company and any Person (other
than PAR3) that is related to, provides for or concerns any Alternative Transaction. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this
Section 5.8(a) to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 5.8(a). 
 (b) The Company shall notify PAR3 within 24 hours after receipt by the Company (or, to the Company’s Knowledge, by any of the Company
Representatives) of any inquiry, offer or proposal that constitutes an Alternative Transaction, or any other notice that any Person is considering making an Alternative Transaction, or any request for nonpublic information relating to the Company or
for access to any of the properties, books or records of the Company by any Person or Persons other than PAR3 (which notice shall identify the Person or Persons making, or considering making, such inquiry, offer or proposal) in connection with a
potential Alternative Transaction and shall keep PAR3 fully informed of the status and details of any such inquiry, offer or proposal and any correspondence or communications related thereto and shall provide to PAR3 a correct and complete copy of
such inquiry, offer or proposal and any amendments, correspondence and communications related thereto, if it is in writing, or a written summary of the material terms thereof, if it is not in writing. The Company shall provide PAR3 with 48 hours
prior notice (or such lesser prior notice as is provided to the members of the Board of Directors of the Company) of any meeting of the Board of Directors of the Company at which the Board of Directors of the Company is reasonably expected to
consider any Alternative Transaction. 
 (c) Notwithstanding anything to the contrary in this Section 5.8, neither the Company nor its
officers or directors shall have an obligation to comply with this Section 5.8 where events occur or facts arise which would make such compliance illegal, invalid or contrary to Applicable Law, or in the written opinion of the Company’s
directors legal counsel, would constitute a violation of the Company’s director’s fiduciary obligations. 
 5.9 Access to
Information. The Company shall allow PAR3 and its agents and advisors access at reasonable times during normal business hours to the files, books, records, technology, Contracts, personnel and offices of the Company, including any and all
information relating to the Company’s taxes, Contracts, Liabilities, financial condition and real, personal and intangible property, subject to the terms of the Confidentiality Agreement between the Company and PAR3 dated June 2, 2005 (the
“Mutual NDA”). The Company shall cause its accountants to cooperate with PAR3 and PAR3’s agents and advisors in making available all financial information reasonably requested by PAR3 and its agents and advisors, including the
right to examine all working papers pertaining to all financial statements prepared by such accountants. 
 5.10 Satisfaction of
Conditions Precedent. The Company shall use commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent set forth in Sections 7.1 and 7.2, and the Company shall use commercially reasonable efforts to cause
the Merger and the other transactions contemplated by this Agreement to be consummated in accordance with the terms of this Agreement. 
  

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 5.11 Notices to Company Securityholders and Employees. 
 (a) The Company shall timely provide to holders of Company Capital Stock, Company Options and Company Warrants all advance notices required to be given to
such holders in connection with this Agreement, the Certificate of Amendment, the Merger and the transactions contemplated by this Agreement under the Company Stock Plan, the Company Warrants or other applicable Contracts and under Applicable Law.

 (b) The Company shall give all notices and other information required to be given by the Company to the employees of the Company, any
collective bargaining unit representing any group of employees of the Company, and any applicable Governmental Authority under the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other Applicable Law in connection with
the transactions contemplated by this Agreement or other applicable Contracts. 
 5.12 Closing Merger Expense Certificate. At least
three (3) days prior to the Closing Date, the Company shall deliver a draft of the Closing Merger Expense Certificate to PAR3. 
 ARTICLE VI 
 PAR 3 COVENANTS 
 During the time period from the Agreement Date until the earlier to occur of (a) the Effective Time or (b) the termination of this Agreement in accordance with the provisions of Article VIII, PAR3 covenants
and agrees with the Company as follows: 
 6.1 Changes. 
 (a) PAR3 shall promptly advise the Company in writing of (a) any event occurring subsequent to the Agreement Date that would render any representation or warranty of PAR3 or Merger Sub contained in Article IV
untrue or inaccurate such that the condition set forth in Section 7.3 would not be satisfied, or (b) any breach of any covenant or obligation of PAR3 or Merger Sub pursuant to this Agreement, any PAR3 Ancillary Agreement or any Merger Sub
Ancillary Agreement such that the condition set forth in Section 7.3 would not be satisfied or (c) any change, event, circumstance, condition, or effect that would reasonably be expected to result in a Material Adverse Effect on PAR3 or
cause any of the conditions set forth in Section 7.3 not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.1 shall not be deemed to amend or supplement the PAR3 Disclosure Letter. 
 (b) Notwithstanding Section 6.1(a), PAR3 shall not without the Company’s prior written consent amend the PAR3 Restated Articles. 
 6.2 Satisfaction of Conditions Precedent. PAR3 shall use its commercially reasonable efforts to satisfy or cause to be satisfied all of the
conditions precedent that are set forth in Sections 7.1 and 7.3, and PAR3 shall use its commercially reasonable efforts to cause the Transactions, including Merger, to be consummated in accordance with the terms of this Agreement and the PAR3
Ancillary Agreements as soon as reasonably practical. 
 6.3 Indemnification of Company Directors and Officers. 
 (a) If the Merger is consummated, then until the sixth anniversary of the Effective Time, PAR3 will cause the Surviving Corporation to fulfill and honor
in all respects the obligations of the Company to its directors and officers and to its former directors and officers (the “Company Indemnified Parties”) pursuant to any indemnification provisions under the Company’s Amended
and Restated Certificate of Incorporation or Bylaws or any indemnification agreement between the Company and such directors or officers, as in effect on the Agreement Date (the “Company Indemnification Provisions”), with respect to
claims arising out of acts or omissions occurring at or prior to the Effective Time which are asserted after the Effective Time. Any claims for indemnification made under this Section 6.3(a) on or prior to the sixth anniversary of the Effective
Time shall survive such anniversary until the final resolution thereof. 
  

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 (b) This Section 6.3 shall survive the consummation of the Merger, is intended to benefit each
Company Indemnified Party, shall be binding on all successors and assigns of the Surviving Corporation and PAR3, and shall be enforceable by the Company Indemnified Parties. 
 6.4 Regulatory Approvals. PAR3 shall promptly execute and file, or join in the execution and filing of, any application, notification or other
document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Authority, whether federal, state, local or foreign, which may be required in connection with the consummation of the Merger, the
Transactions or any PAR3 Ancillary Agreement. PAR3 shall use commercially reasonable efforts to obtain, and to cooperate with the Company to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees
payable by PAR3 with respect to such authorizations, approvals and consents. PAR3 shall promptly inform Company of any material communication between PAR3 and any Governmental Authority regarding any of the Transactions. If PAR3 or any Affiliate of
PAR3 receives any formal or informal request for supplemental information or documentary material from any Governmental Authority with respect to the transactions contemplated hereby, then PAR3 shall make, or cause to be made, as soon as reasonably
practicable, a response in compliance with such request following consultation with the Company. 
 6.5 Management Rights Letter. If
the Merger is consummated, the Company shall deliver “a management rights letter” to each holder of Series C-1 Preferred Stock who requires such a letter in the form as has been agreed to by such holder and PAR3. 
 6.6 Retention Plan. 
 (a) At or before
the Closing, the PAR3 Board of Directors shall have approved PAR3 common stock options and PAR3 Series C-1 Preferred Stock issuances and cash payments to the beneficiaries of the Retention Plan upon consummation of the Merger and in the
individual amounts and the type of security set forth on Schedule 6.6 attached hereto. 
 (b) The PAR3 common stock options issuable to the
beneficiaries of the Retention Plan upon consummation of the Merger will be issued, except where noted on Schedule 6.6, under the PAR3 2000 Stock Option Plan, as amended and pursuant to forms of grant notices and stock option agreements, which shall
be agreed to with the Company prior to the Closing. The PAR3 Series C-1 Preferred Stock will be issued pursuant to the form of subscription agreement agreed to with the Company prior to Closing. The grant notices, stock option agreements and
subscription agreements for the beneficiaries of the Retention Plan will be delivered, as applicable, to each beneficiary within ten (10) business days of the Closing Date. Upon receipt of the executed subscription agreement, PAR3 shall cause
to be delivered to such beneficiary within ten (10) business days that number of shares of PAR3 Series C-1 Preferred Stock and cash (less any required tax withholding) which such beneficiary has the right to receive as set forth on Schedule
6.6. 
 ARTICLE VII 
 CONDITIONS TO CLOSING OF MERGER 
 7.1 Conditions to Each Party’s Obligation to Effect the Merger. The respective
obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction prior to the Closing Date of the following conditions: 
 (a) Governmental Approvals. Other than the filing of the Certificate of Merger in accordance with the terms of Section 2.4, all authorizations, consents, orders or approvals of, or declarations or filings
with, or expirations of waiting periods imposed by, any Governmental Entity shall have been filed, occurred or been obtained. 
  

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 (b) Company Stockholder Approvals. The Transactions, including the Merger, and the Transaction
Agreements, including this Agreement, shall have been duly and validly approved and adopted, as required by Applicable Law and the Company’s Amended and Restated Certificate of Incorporation and Bylaws, each as in effect on the date of such
approval and adoption, by the requisite vote of the Company Stockholders. 
 (c) No Injunctions or Restraints; Illegality. No
temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Transactions or limiting or
restricting the conduct or operation of the business of the Company by PAR3 after the Merger shall have been issued, nor shall any proceeding brought by a domestic administrative agency or commission or other domestic Governmental Entity or other
third party, seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Transactions which makes the consummation of the Transactions
illegal. 
 7.2 Additional Conditions to Obligations of PAR3 and Merger Sub. The obligations of PAR3 and Merger Sub to effect the
Merger are subject to the satisfaction of each of the following conditions, any of which may be waived in writing exclusively by PAR3 and Merger Sub: 
 (a) Representations and Warranties. The representations and warranties of the Company set forth in this Agreement that are qualified by materiality shall be true and correct, and the representation and
warranties of the Company set forth in this Agreement that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and (except to the extent such representations and warranties speak as
of an earlier date) as of the Closing Date as though made on and as of the Closing Date, except for changes (i) contemplated by this Agreement or (ii) resulting from the Company’s failure to take any action due to PAR3’s
withholding of prior written consent under Section 5.3; and PAR3 shall have received a certificate signed on behalf of the Company by the Chief Executive Officer of the Company to such effect. 
 (b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed
by it under this Agreement at or prior to the Closing Date; and PAR3 shall have received a certificate signed on behalf of the Company by the Chief Executive Officer of the Company to such effect. 
 (c) Government Consents. There shall have been obtained at or prior to the Closing Date such permits or authorizations, and there shall have been
taken all such other actions required by any Governmental Authority or other regulatory authority having jurisdiction over the parties and the actions herein proposed to be taken, as may be required to consummate the Merger and the Transactions.

 (d) Dissenting Stockholders. Holders of not more than ten percent (10%) of the issued and outstanding Company Capital Stock as
of the Closing shall have elected to, or continue to have contingent rights to, exercise appraisal rights under Delaware Law as to such shares. 
 (e) Escrow Agreement. The Escrow Agent and the Representative shall have executed and delivered to PAR3 the Escrow Agreement and such agreement shall remain in full force and effect. 
 (f) Consents. PAR3 shall have received duly executed copies of all third party consents, approvals, assignments, notices, waivers, authorizations
or other certificates set forth in Schedule 5.6 of the Company Disclosure Schedule. 
 (g) Employment Matters. The executed Company
Employee Agreements of each of the persons identified on Exhibit A shall continue to be in full force and effect and none of such individuals shall have ceased to be employed by the Company. 
 (h) Termination, Modification or Satisfaction of Company Stockholder Documents and Rights. Each of the agreements identified on Schedule 7.2(h) of
the Company Disclosure Schedule shall have been terminated, effective as of the Closing, in accordance with their respective terms, and the parties to the agreements identified on Schedule 7.2(h) of the Company Disclosure Schedule shall have
waived all of their respective rights thereunder, effective as of, and contingent upon, the Closing. 
  

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 (i) Resignations of Directors and Officers. The persons holding the positions of a director or
officer of the Company, in office immediately prior to the Effective Time, shall have resigned from such positions in writing effective as of the Effective Time. 
 (j) Closing Merger Expense Certificate. PAR3 shall have received the Closing Merger Expense Certificate from the Company. 
 (k) Final Merger Consideration Allocation Schedule. PAR3 shall have received the Final Merger Consideration Allocation Schedule from the Company. 
 (l) Company Good Standing Certificates. PAR3 shall have received a certificate from the Office of the Secretary of State of the State of Delaware
and each other State in which the Company is qualified to do business as a foreign corporation certifying that the Company is in good standing and that all applicable taxes and fees of the Company through and including the Closing Date have been
paid. 
 (m) FIRPTA. PAR3, as agent for the stockholders of the Company, shall have received a properly executed Foreign Investment
and Real Property Tax Act of 1980 Notification Letter, in form and substance reasonably satisfactory to PAR3, which states that shares of Company Capital Stock do not constitute “United States real property interests” under
Section 897(c) of the Code, for purposes of satisfying PAR3’s obligations under Treasury Regulation Section 1.1445-2(c)(3). 
 (n) Opinion of the Company’s Counsel. PAR3 shall have received an opinion dated the Closing Date of Edwards Angell Palmer & Dodge LLP, counsel to the Company, as to the matters set forth on Exhibit E.

 7.3 Additional Conditions to Obligations of the Company. The obligation of the Company to effect the Merger is subject to the
satisfaction of each of the following conditions, any of which may be waived, in writing, exclusively by the Company: 
 (a)
Representations and Warranties. The representations and warranties of the PAR3 and Merger Sub set forth in this Agreement that are qualified by materiality shall be true and correct, and the representation and warranties of PAR3 and Merger
Sub set forth in this Agreement that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and (except to the extent such representations speak as of an earlier date) as of the Closing
Date as though made on and as of the Closing Date; and the Company shall have received a certificate signed on behalf of PAR3 by an authorized officer of PAR3 to such effect. 
 (b) Performance of Obligations of PAR3 and Merger Sub. PAR3 and Merger Sub shall have performed in all material respects all obligations required
to be performed by them under this Agreement at or prior to the Closing Date; and the Company shall have received a certificate signed on behalf of PAR3 by an authorized officer of PAR3 to such effect. 
 (c) Government Consents. There shall have been obtained at or prior to the Closing Date such permits or authorizations, and there shall have been
taken all such other actions required by any Governmental Authority or other regulatory authority having jurisdiction over the parties and the actions herein proposed to be taken, as may be required to consummate the Merger and the Transactions.

 (d) Escrow Agreement. The Escrow Agreement shall have been executed and delivered by PAR3, the Escrow Agent and the Representative.

  

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 (e) PAR3 Restated Articles; Certificate of Existence. The PAR3 Restated Articles shall have been
filed with the Secretary of State of the State of Washington, and the Company shall have received a certified copy of which together with the a Certificate of Existence from the Secretary of State of the State of Washington. 
 (f) Investor Agreements. The PAR3 Investor Agreements shall have been amended to permit the PAR3 Series C-1 shareholders to become a party thereto
and the PAR3 Investor Agreements, as amended, shall have been executed by PAR3 and all required PAR3 Stockholders and delivered by PAR3. 
 (g) Opinion of the PAR3’s Counsel. The Company shall have received an opinion dated the Closing Date of Heller Ehrman LLP, counsel to PAR3, as to the matters set forth on Exhibit D. The opinion set forth in paragraph
9 of Exhibit D shall be subject to the satisfaction of Heller Ehrman LLP, in its reasonable discretion, that the issuance of PAR3 Series C-1 Preferred Stock pursuant to this Agreement is exempt from the registration requirements of
Section 5 of the Securities Act and all requirement of all applicable state securities or “blue sky” laws. 
 (h) PAR3
Fully-Diluted Shares. Company shall have received an officer’s certificate from PAR3 setting forth the number of PAR3 Fully-Diluted Shares immediately prior to the Effective Time. 
 ARTICLE VIII 
 TERMINATION OF AGREEMENT 
 8.1 Termination by Mutual Consent. This Agreement may be terminated at any time prior to the Effective Time by the mutual written consent of PAR3
and the Company. 
 8.2 Unilateral Termination. 
 (a) Either PAR3 or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order,
decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement. 
 (b) Either PAR3 or the Company, by giving written notice to the other, may terminate this Agreement if the Merger shall not have been consummated by
midnight Pacific Time on March 31, 2006; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be available to any party whose breach of a representation or warranty or
covenant made under this Agreement by such party results in the failure of any condition set forth in Article VII to be fulfilled or satisfied on or before such date. 
 (c) Either PAR3 or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if the other has committed a material breach of (i) any of its
representations and warranties under Article III or Article IV, as applicable, or (ii) any of its covenants under Article V or Article VI, as applicable, and has not cured such breach within ten (10) business days after the party seeking
to terminate this Agreement has given the other party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 8.2(c) (provided, however, that no such cure period shall be available or
applicable to any such breach which by its nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VII, as applicable, to be fulfilled or
satisfied; provided, however, that the right to terminate this Agreement under this Section 8.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. 
 (d) PAR3, by giving written notice to the Company, may terminate this Agreement if (i) the Company’s Board of Directors shall have for any
reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and the Company’s
Board of Directors of the Company in connection therewith does not within five (5) business days of PAR3’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject
such Alternative Transaction. 
  

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 8.3 Effect of Termination. In the event of termination of this Agreement as provided in
Section 8.2, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of PAR3, Merger Sub or the Company or their respective officers, directors, stockholders or shareholders, or Affiliates;
provided, however, that (i) the provisions of this Section 8.3 (Effect of Termination) and Article X (Miscellaneous) shall remain in full force and effect and survive any termination of this Agreement and (ii) nothing
herein shall relieve any party hereto from liability in connection with any willful breach of any of such party’s representations, warranties or covenants contained herein that was the basis for such termination; provided,
further, however, in no event shall a party be liable for the payment of damages by virtue of such breach in subsection (ii) except where such termination results from willful breach by a party of such representations, warranties
or covenants. 
 ARTICLE IX 
 SURVIVAL OF REPRESENTATIONS, INDEMNIFICATION 
 AND REMEDIES; CONTINUING COVENANTS 
 9.1 Survival. If the Merger is consummated, the representations and warranties of the parties contained in this Agreement, the Company Disclosure
Schedule, PAR3 Disclosure Schedule and the certificates of PAR3 and the Company delivered pursuant to Sections 7.2 and 7.3, respectively, shall survive the Effective Time and remain in full force and effect, regardless of any investigation or
disclosure made by or on behalf of any of the parties to this Agreement, until the Expiration Date; provided, however, that the representations and warranties of the Company contained in Section 3.3 (Power, Authorization and
Validity) (but not the portion of Section 3.3(b) that provides a representation that “including the consent of any Person required to be obtained in order to keep any Company Material Contract between such Person and the Company in effect
following the Merger or to provide that the Company is not in breach or violation of any such Company Material Contract following the Merger”), Section 3.4 (Capitalization) and Section 3.7 (Taxes) and of PAR3 contained in
Section 4.2 (Power, Authorization and Validity), Section 4.5 (Capitalization) and 4.9 (Valid Issuance) shall remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the
parties to this Agreement, until the expiration of the applicable statute of limitations; provided further, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any failure of a
representation or warranty that is set forth in a Notice of Claim delivered prior to the applicable expiration date of such representation or warranty shall be affected by the expiration of such representation or warranty; and provided,
further, that such expiration shall not affect the rights of any PAR3 Indemnified Person under this Article IX or otherwise to seek recovery of Damages arising out of any fraud, criminal activity, intentional breach of any covenant or
intentional misrepresentation by the Company until the expiration of the applicable statute of limitations with respect thereto. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article V and Article
VI) shall expire and be of no further force or effect as of the Effective Time, except to the extent such covenants provide that they are to be performed after the Effective Time; provided, however, that no right to indemnification
pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the Closing. 
 9.2 Agreement to
Indemnify. Each Company Stockholder shall severally (based on each such holder’s Pro Rata Share), and not jointly, indemnify and hold harmless PAR3 and its officers, directors, agents, representatives, shareholders and employees, and each
Person, if any, who controls or may control PAR3 within the meaning of the Securities Act or the Exchange Act (each hereinafter referred to individually as an “PAR3 Indemnified Person” and collectively as “PAR3 Indemnified
Persons”) from and against any and all losses, losses resulting from a reduction in value of an asset (without taking into account any valuation multiple), costs, damages, Liabilities and expenses (including reasonable attorneys’ fees,
other professionals’ and experts’ fees, costs of investigation and court costs (hereinafter collectively referred to as “Damages”)), directly or indirectly arising out of, resulting from or in connection with: 

(i) any failure of any representation or warranty made by the Company in this Agreement or the Company Disclosure Schedule, to be true and correct as
of the date of this Agreement and as of the Closing Date (as though such representation or warranty were made as of the Closing Date rather than the date of this Agreement, except in the case of any individual representation and warranty which by
its terms speaks only as of a specific date or dates); 
  

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 (ii) any failure of any certification, representation or warranty made by the Company pursuant to
Section 7.2 to be true and correct as of the date such certificate is delivered to PAR3; 
 (iii) any breach of or default in
connection with any of the covenants made by the Company in this Agreement; or 
 (iv)(a) any amounts paid by PAR3 or Merger Sub to former
stockholders of the Company with respect to Dissenting Shares required to be paid or otherwise reasonably paid to the extent that the aggregate of such amounts exceed the aggregate portion of the Total Stock Consideration that the holders of such
Dissenting Shares would have received in the Merger pursuant to Section 2.1(b) had they not perfected their appraisal rights plus (b) that portion of the Escrow Shares deposited pursuant to Section 2.2 with regard to such holder.

 9.3 Limitations. 
 (a)
If the Merger is consummated, in no event shall the total recovery of the PAR3 Indemnified Parties for indemnification under this Article IX exceed the Escrow Shares, except in the case of fraud, criminal activity, intentional breach of any covenant
or intentional misrepresentation by the Company in which case the total recovery shall not exceed the Total Merger Consideration. Solely for purposes of determining the amount of any Damages in respect of the failure of any representation or
warranty to be true and correct as of any particular date, and not for the purposed of determining the failure of any representation or warranty, any materiality or Material Adverse Effect standard contained in such representation or warranty shall
be disregarded. For all purposes under this Article 9, the Escrow Shares shall be valued at the PAR3 Series C-1 Preferred Stock Price. 
 (b)
Except as provided expressly in this Agreement, no PAR3 Indemnified Person may receive any portion of the Escrow Shares in respect of any claim for indemnification that is made pursuant to clauses (i) (other than claims made pursuant to
Section 3.4(d) or the last sentence of Section 5.6(b)) or (ii) of Section 9.2 and does not involve fraud, criminal activity, intentional breach of any covenant or intentional misrepresentation by the Company unless and until
Damages in an aggregate amount greater than $100,000 (the “Basket”) have been incurred, paid or properly accrued, in which case the PAR3 Indemnified Persons may make claims for indemnification for all Damages, including the amount
of the Basket. Claims (as defined below) for indemnification made pursuant to clause (iv) of Section 9.2, Claims made pursuant to clause (i) of Section 9.2 in connection with any inaccuracy of the representations made in
Section 3.4(d) or covenants made in the last sentence of Section 5.6(b) or Claims involving fraud, criminal activity, intentional breach of any covenant or intentional misrepresentation by the Company shall not reduce the amount of the
Basket applicable to subsequent claims for indemnification pursuant to clauses (i), (ii) or (iii) of Section 9.2. 
 (c) The
foregoing indemnification provisions for PAR3 Indemnified Person shall be the sole and exclusive remedy of PAR3, the Merger Sub, Surviving Corporation and any PAR3 Indemnified Person for any claims, proceedings, causes of action, litigation, or
Damages arising out of or in connection with this Agreement or the Merger, to the exclusion of all other remedies whether a statutory, equitable or common-law remedy any party or a PAR3 Indemnified Person may have. 
 9.4 Notice of Claim. 
 (a) As used
herein, the term “Claim” means a claim for indemnification of PAR3 or any other PAR3 Indemnified Person of a Company Stockholder for Damages under this Article IX. 
 (b) PAR3 may give notice of a Claim under this Agreement, whether for its own Damages or for Damages incurred by any other PAR3 Indemnified Person, and
PAR3 shall give written notice of a Claim executed by an officer of PAR3 (a “Notice of Claim”) to the Representative (with a copy to the Escrow Agent if the Claim involves recovery against the Escrow Property) promptly after PAR3
becomes aware of the existence of any potential claim by an PAR3 Indemnified Person for indemnification from the Effective Time Holders under this Article IX, arising from or relating to: 
 (i) Any matter specified in Section 9.2; or 
  

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 (ii) the assertion, whether orally or in writing, against PAR3 or any other PAR3 Indemnified Person of a
claim, demand, suit, action, arbitration, investigation, inquiry or proceeding brought by a third party against PAR3 or such other PAR3 Indemnified Person (in each such case, a “Third-Party Claim”) that is based on, arises out of or
relates to any matter specified in Section 9.2. 
 The period during which claims may be initiated (the “Claims
Period”) for indemnification from the Escrow Property shall commence at the Effective Time and terminate on the Expiration Date; provided, however, that the Claims Period for indemnification from and against Damages arising
out of, resulting from or in connection with (i) fraud, criminal activity, intentional breach of any covenant or intentional misrepresentation by the Company, or (ii) any failure of any of the representations and warranties contained in
Section 3.3 (Power, Authorization and Validity) (but not the portion of Section 3.3(b) that provides a representation that “including the consent of any Person required to be obtained in order to keep any Company Material Contract
between such Person and the Company in effect following the Merger or to provide that the Company is not in breach or violation of any such Company Material Contract following the Merger”), Section 3.4 (Capitalization) or Section 3.7
(Taxes) to be true and correct as aforesaid shall commence at the Effective Time and terminate upon the expiration of the applicable statute of limitations. Notwithstanding anything contained herein to the contrary, any Claims for Damages specified
in any Notice of Claim delivered to the Representative prior to expiration of the applicable Claims Period with respect to facts and circumstances existing prior to expiration of the applicable Claims Period shall remain outstanding until such
Claims for Damages have been resolved or satisfied, notwithstanding the expiration of such Claims Period. Until the expiration of the applicable Claims Period, no delay on the part of PAR3 in giving the Representative a Notice of Claim shall relieve
the Representative or any Effective Time Holder from any of its obligations under this Article IX unless (and then only to the extent that) the Representative or the Company Stockholders are materially prejudiced thereby. 
 9.5 Defense of Third-Party Claims. 
 (a) PAR3 shall determine and conduct the defense or settlement of any Third-Party Claim, and the costs and expenses incurred by PAR3 in connection with such defense or settlement (including reasonable attorneys’ fees, other
professionals’ and experts’ fees and court or arbitration costs) shall be included in the Damages for which PAR3 may seek indemnification pursuant to a Claim made by any PAR3 Indemnified Person hereunder. The Representative shall have the
right to participate and enter an appearance in the defense of the Third-Party Claim at his or her own expense. 
 (b) The Representative
shall have the right to receive copies of all pleadings, notices and communications with respect to the Third-Party Claim to the extent that receipt of such documents by the Representative does not affect any privilege relating to the PAR3
Indemnified Person and may participate in, but not to determine or conduct, any defense of the Third-Party Claim or settlement negotiations with respect to the Third-Party Claim. 
 (c) No settlement of any such Third-Party Claim with any third party claimant shall be determinative of the existence of or amount of Damages relating to
such matter, except with the consent of the Representative, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Representative shall have objected within 20 days after a
written request for such consent by PAR3. PAR3 shall in good faith try to mitigate the amount of Damages related to such matter. 
 9.6
Contents of Notice of Claim. Each Notice of Claim by PAR3 given pursuant to Section 9.4 shall contain the following information: 
 (i) that PAR3 or another PAR3 Indemnified Person has directly or indirectly incurred, paid or properly accrued or, in good faith, believes it shall have to directly or indirectly incur, pay or accrue, Damages in an aggregate stated amount
arising from such Claim (which amount may be an estimated amount and may be the amount of damages claimed by a third party in an action brought against any PAR3 Indemnified Person based on alleged facts, which if true, would give rise to liability
for Damages to such PAR3 Indemnified Person under this Article IX); 
  

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 (ii) a brief description, in reasonable detail (to the extent reasonably available to PAR3), of the
facts, circumstances or events giving rise to the alleged Damages based on PAR3’s good faith belief thereof, including the identity and address of any third-party claimant (to the extent reasonably available to PAR3) and copies of any formal
demand or complaint, the amount of Damages (to the extent known), or the basis for such anticipated liability, and the specific nature of the breach to which such item is related; and 
 (iii) a statement that either (a) the Claims identified in such Notice of Claim (together with Claims set forth in all Notices of Claims
theretofore delivered), individually or in the aggregate, do not satisfy the Basket, (b) the Claims identified in such Notice of Claim (together with Claims set forth in all Notices of Claims theretofore delivered), individually or in the
aggregate, satisfy the Basket or (c) that the Basket does not apply to such Claims. 
 9.7 Resolution of Notice of Claim. Each
Notice of Claim given by PAR3 shall be resolved as follows: 
 (a) If, within 30 days after a Notice of Claim is received by the
Representative, the Representative does not contest such Notice of Claim in writing to PAR3 (with a copy to the Escrow Agent if the Claim involves recovery against the Escrow Property), the Representative shall be conclusively deemed to have
consented, on behalf of all Company Stockholders, to the recovery by the PAR3 Indemnified Person of the full amount of Damages (subject to the limits contained in this Article IX) specified in the Notice of Claim in accordance with this Article IX,
including the forfeiture of all or a portion of the Escrow Shares, and, without further notice, to have stipulated to the entry of a final judgment for damages against the Company Stockholders for such amount in any court having jurisdiction over
the matter where venue is proper. 
 (b) If the Representative gives PAR3 written notice contesting all or any portion of a Notice of Claim
(a “Contested Claim”) (with a copy to the Escrow Agent) within the 30 day period specified in Section 9.7(a) above, then such Contested Claim shall be resolved by either (i) a written settlement agreement or memorandum
executed by PAR3 and the Representative (a copy of which shall be furnished to the Escrow Agent) or (ii) in the absence of such a written settlement agreement within 30 days following receipt by PAR3 of the written notice from the
Representative specified in 9.7(c) below, by binding arbitration between PAR3 and the Representative in accordance with the terms and provisions of Section 9.7(c) below. The Escrow Agent shall be entitled to rely on any such memorandum or
agreement and shall distribute from the Escrow Shares in accordance with the terms of the memorandum or agreement. 
 (c) If no such
agreement can be reached after good faith negotiation and information exchange, either PAR3 or the Representative may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss is at issue in pending
litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three
arbitrators. Within fifteen (15) days after such written notice is sent, PAR3 (on the one hand) and the Representative (on the other hand) shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator.
The decision of the arbitrators as to the validity and amount of any claim in any disputed Notice of Claim shall be binding and conclusive upon the parties to this Agreement, and the Escrow Agent shall be entitled to act in accordance with such
decision and make or withhold payments out of the Escrow Shares in accordance with such decision. 
 (d) Judgment upon any award rendered by
the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in San Francisco, California under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an
arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including, without limitation, the reasonable attorneys’ fees and costs, incurred by the
prevailing party to the arbitration. The arbitration panel shall be authorized to determine which party to the arbitration is the prevailing party and which party is the non-prevailing party. 
 9.8 Release of Remaining Escrow Property. Within ten (10) business days following the Expiration Date, the Escrow Agent shall deliver to the
Company Stockholders all of the remaining Escrow Property (if any) in excess of any Escrow Property that is necessary to satisfy all unresolved, unsatisfied or disputed claims for Damages specified in any Notice of Claim delivered to the
Representative before the Expiration Date. If any Claims are 

  

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unresolved, unsatisfied or disputed as of the expiration of the Claims Period, then the Escrow Agent shall retain possession and custody of that portion of
the Escrow Property that equals the total maximum amount of Damages then being claimed in good faith by PAR3 Indemnified Persons, subject to the Basket. In all such unresolved, unsatisfied or disputed Claims, and as soon as all such Claims have been
resolved, the Escrow Agent shall deliver to the Company Stockholders all of the remaining Escrow Property (if any) not required to satisfy such Claims. 
 9.9 Tax Consequences of Indemnification Payments. All payments (if any) made to an PAR3 Indemnified Person pursuant to any indemnification obligations under this Article IX will be treated as adjustments to the
purchase price for tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by law. 
 9.10 Appointment of Representative. 
 (a) By voting in favor of the Merger or participating in the Merger and accepting the
benefits thereof, each Company Stockholder shall be deemed to have approved the designation of and designates the Representative as the representative of the Company Stockholders and as the attorney-in-fact and agent for and on behalf of each
Company Stockholder with respect to claims for indemnification under this Article IX, for purposes of Section 10.11 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by
the Representative under this Agreement, including the exercise of the power to: (a) give and receive notices and communications to or from PAR3 (on behalf of itself of any other PAR3 Indemnified Person) and/or the Escrow Agent relating to this
Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given
or received by such holders individually); (b) authorize the release or delivery to PAR3 of all or a portion of the Escrow Shares in satisfaction of indemnification claims by PAR3 or any other PAR3 Indemnified Person pursuant to this Article IX
(including by not objecting to such claims); (c) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand arbitration or litigation of, and comply with orders of arbitrators or courts with respect to,
(i) indemnification claims by PAR3 or any other PAR3 Indemnified Person pursuant to this Article IX or claims against PAR3 pursuant to Section 10.11 or (ii) any dispute between any PAR3 Indemnified Person and any such holder, in each
case relating to this Agreement or the Escrow Agreement; and (d) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. The Representative shall have authority and power to act
on behalf of each Company Stockholder with respect to the disposition, settlement or other handling of all claims under this Article IX and all rights or obligations arising under this Article IX. The Company Stockholders shall be bound by all
actions taken and documents executed by the Representative in connection with this Article IX, and PAR3 and other PAR3 Indemnified Persons shall be entitled to rely on any action or decision of the Representative. The individual serving as the
Representative may be replaced from time to time by the holders of a majority in interest of the Escrow Shares then on deposit with the Escrow Agent upon not less than ten days prior written notice to PAR3. No bond shall be required of the
Representative, and the Representative shall receive no compensation for his services. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Stockholders. 
 (b) In performing the functions specified in this Agreement, the Representative shall not be liable to any Company Stockholder in the absence of gross
negligence or willful misconduct on the part of the Representative. Each Company Stockholder shall severally (based on each such holder’s Pro Rata Share), and not jointly, indemnify and hold harmless the Representative from and against any
loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of his duties hereunder, including any out-of-pocket costs
and expenses and legal fees and other legal costs reasonably incurred by the Representative. If not paid directly to the Representative by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Representative from
Escrow Shares otherwise distributable to the Company Stockholders (and not distributed or distributable to any PAR3 Indemnified Person or subject to a pending indemnification claim of any PAR3 Indemnified Person) following the Expiration Date
pursuant to the terms hereof and of the Escrow Agreement, at the time of distribution, and such recovery will be made from the Company Stockholders according to their respective Pro Rata Shares. 
  

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 ARTICLE X 
 MISCELLANEOUS 
 10.1 Governing Law. The internal laws of the State of Delaware,
irrespective of its conflicts of law principles, shall govern the validity of this Agreement, the construction of its terms, and the interpretation and enforcement of the rights and duties of the parties hereto. 
 10.2 Assignment; Binding Upon Successors and Assigns. This Agreement shall inure to the benefit of the successors and assigns of PAR3, including
any successor to, or assignee of, all or substantially all of the business and assets of PAR3. Except as set forth in the preceding sentence, no party hereto may assign any of its rights or obligations hereunder without the prior written consent of
the other parties hereto. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any assignment in violation of this provision shall be void. 
 10.3 Severability. If any provision of this Agreement, or the application thereof, shall for any reason and to any extent be invalid or
unenforceable, then the remainder of this Agreement and the application of such provision to other persons or circumstances shall be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such
void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision. 
 10.4 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original as regards any party whose
signature appears thereon and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all parties
reflected hereon as signatories. 
 10.5 Other Remedies. Except as otherwise expressly provided herein, any and all remedies herein
expressly conferred upon a party hereunder shall be deemed cumulative with and not exclusive of any other remedy conferred hereby or by law on such party, and the exercise of any one remedy shall not preclude the exercise of any other. The parties
hereto agree that irreparable damage would occur in the event that the provisions of this Agreement that have no adequate remedy at law were not performed in accordance with their terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to seek an injunction or injunctions to prevent such breaches of this Agreement and to enforce specifically such terms and provisions hereof in any court of the United States or any State having jurisdiction. 
 10.6 Amendments and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be
waived (either generally or in a particular instance and either retroactively or prospectively), only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof shall not be
deemed to constitute a waiver of any other default or any succeeding breach or default. This Agreement may be amended by the parties hereto as provided in this Section 10.6 at any time before or after adoption of this Agreement by the Company
Stockholders, but, after such adoption, no amendment shall be made which by Applicable Law requires the further approval of the Company Stockholders without obtaining such further approval. At any time prior to the Effective Time, each of Company
and PAR3, by action taken by its Board of Directors, may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other, (b) waive any inaccuracies in the representations and
warranties made to it contained herein or in any document delivered pursuant hereto, and (c) waive compliance with any of the agreements or conditions for its benefit contained herein. No such waiver or extension shall be effective unless
signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such
provisions. 
  

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 10.7 Expenses. Except as expressly provided otherwise herein, whether or not the Merger is
successfully consummated, each party shall bear its respective legal, accountants, and financial advisory fees and other expenses incurred with respect to this Agreement, the Merger and the transactions contemplated hereby. 
 10.8 Attorneys’ Fees. Should suit be brought to enforce or interpret any part of this Agreement, the prevailing party shall be entitled to
recover, as an element of the costs of suit and not as damages, reasonable attorneys’ fees to be fixed by the court or arbitration tribunal (including costs, expenses and fees on any appeal). The prevailing party shall be entitled to recover
its costs of suit, regardless of whether such suit proceeds to final judgment. 
 10.9 Notices. All notices and other communications
required or permitted under this Agreement shall be in writing and shall be either hand delivered in person, sent by facsimile, sent by certified or registered first-class mail, postage pre-paid, or sent by nationally recognized express courier
service. Such notices and other communications shall be effective upon receipt if hand delivered or sent by facsimile, three business days after mailing if sent by mail, and one business day after dispatch if sent by express courier, to the
following addresses, or such other addresses as any party may notify the other parties in accordance with this Section 10.9: 
 If to
PAR3 or Merger Sub: 
 PAR3 Communications, Inc. 
 821 Second Avenue, Suite 1000, 10th Floor 
 Seattle, WA 98104 
 Attention: Don Schlosser, Chief Financial Officer 
 with a copy to: 
 Heller Ehrman LLP 
 701 Fifth Avenue, Suite 6100 
 Seattle, WA 98104 
 Attention: Sonya Erickson 
 If to the Company: 
 EnvoyWorldWide, Inc. 
 100 Crosby Drive 
 Bedford, MA 01730 
 Attention: Ben Levitan, Chief Executive Officer 
 with a copy to: 
 Executive Counsel, P.L.C. 
 2883 Macao Drive 
 Herndon, VA 20171 
 Attention: Nelson Blitz 
  

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 If to the Representative: 
 Battery Ventures V, L.P. 
 20 William Street, Suite 200 
 Wellesley, MA 02481 
 Attention: 
 10.10
Interpretation; Rules of Construction. When a reference is made in this Agreement to Exhibits, Sections or Articles, such reference shall be to an Exhibit to, Section of or Article of this Agreement, respectively, unless otherwise
indicated. The words “include”, “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The parties hereto agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore,
waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. 
 10.11 Third Party Beneficiary Rights and Other Rights. No provisions of this Agreement are intended, nor shall be interpreted, to provide or
create any third party beneficiary rights or any other rights of any kind in any client, customer, employee, Affiliate, stockholder, partner or any party hereto or any other Person unless specifically provided otherwise herein and, except as so
provided, all provisions hereof shall be personal solely between the parties to this Agreement, except that (i) Section 6.3 is intended to benefit the Company Indemnified Parties, (ii) Article IX is intended to benefit the PAR3
Indemnified Persons and (iii) Article IV and Section 6.1(b) is intended to benefit the Company Securityholders receiving the Total Stock Consideration and create a right of action against PAR3 in the Representative; provided,
however, that any claim made pursuant to subsection (iii) shall be made exclusively by the Representative upon the request of a majority in interest of the adversely affected Company Securityholders who received the Total Stock
Consideration and in making any such claim the Representative shall also observe in good faith the notice and resolution procedures set forth in Sections 9.6 and 9.7. 
 10.12 Public Announcement. Following the date hereof, PAR3 may issue such press releases, and make such other public disclosures regarding the Merger, as it determines are required or deems appropriate. The
Company and PAR3 each confirm that they have entered into the Mutual NDA and that, subject to the preceding sentence, they are each bound by, and shall abide by, the provisions of such Mutual NDA; provided, however, that PAR3 shall not
be bound by such Mutual NDA after the Closing. If this Agreement is terminated, the Mutual NDA shall remain in full force and effect, and all copies of documents containing confidential information of a disclosing party shall be returned by the
receiving party to the disclosing party or be destroyed, as provided in the Mutual NDA. 
 10.13 Entire Agreement. This Agreement, the
exhibits and schedules hereto, the Company Ancillary Agreements, the PAR3 Ancillary Agreements and the Merger Sub Ancillary Agreements constitute the entire understanding and agreement of the parties hereto with respect to the subject matter hereof
and supersede all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect hereto other than the Mutual NDA. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any of the terms hereof. 
  

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 10.14 Waiver of Jury Trial. EACH OF PAR 3, MERGER SUB, THE COMPANY AND THE REPRESENTATIVE HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF PAR 3, MERGER SUB, THE COMPANY AND THE
REPRESENTATIVE IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. 
 [Signature Page Follows] 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

  

									
	PAR3 COMMUNICATIONS, INC.	 		 	ENVOYWORLDWIDE, INC.
					
	By:	 	 /s/ Nicholas A. Tiliacos
	 		 	By:	 	 /s/ Ben Levitan

		 	Nicholas A. Tiliacos, Chief Executive Officer	 		 		 	Ben Levitan, Chief Executive Officer
			
	EWW ACQUISITION CORP.	 		 	BATTERY VENTURES V, L.P.
					
	By:	 	 /s/ Nicholas A. Tiliacos
	 		 	By:	 	 /s/ Thomas J. Crotty

	Name:	 	Nicholas A. Tiliacos	 		 	Name:	 	Thomas J. Crotty
	Title:	 	President	 		 	Title:	 	Member Manager

 [SIGNATURE PAGE TO AGREEMENT
AND PLAN OF MERGER]