Exhibit 10.2

    

     

    

    
      Execution Version

       

      

      SECURITIES PURCHASE AGREEMENT

       

      SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 8, 2021, by and between PAR Technology
        Corporation, a Delaware corporation (the “Company”), and PAR Act III, LLC, a Delaware limited liability company (the “Buyer”).

       

      WHEREAS:

       

      A.          The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of
        1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the 1933 Act.

       

      B.          The Buyer wishes to purchase, and the Company wishes to sell at the Closing (as defined in Section 1(a)), upon the terms and conditions stated in this Agreement, 73,530 shares of common
        stock, par value $0.02 per share, of the Company (the “Common Stock” and such shares, the “Common Shares”).

       

      C.          As a condition precedent to the Closing, the parties hereto will execute and deliver, among other things, (i) a Registration Rights Agreement, substantially in the form attached hereto
        as Exhibit A (the “Registration Rights Agreement”), (ii) an Investor Rights Agreement, substantially in the form attached hereto as Exhibit B (the “Investor
          Rights Agreement”), and (iii) a Common Stock Purchase Warrant, substantially in the form attached hereto as Exhibit C (the “Warrant”).

       

      D.          The shares of Common Stock issuable pursuant to this Agreement are referred to herein as the “Purchased Shares”.

       

      E.           The shares of Common Stock issuable pursuant to this Agreement, the Warrant and the Warrant Shares (as defined in the Warrant) are collectively referred to herein as the “Securities”.

       

      NOW, THEREFORE, the Company and each Buyer hereby agree as follows:

       

      1.           PURCHASE AND SALE OF PURCHASED SHARES.

       

      (a)          Purchase of the Common Stock.  Subject to the satisfaction (or waiver) of the conditions set forth in Sections 5 and 6 below, the Company shall issue and sell to the Buyer free
        and clear of any liens, security interests, mortgages, pledges, charges, equities, claims or restrictions on transferability or encumbrances of any kind (collectively, “Liens”) (other than Liens incurred by
        the Buyer, restrictions arising under applicable securities laws, or restrictions imposed by the Transaction Documents (as defined in Section 3(b)), and the Buyer agrees to purchase from the Company on the Closing Date (as defined in Section 1(b)),
        73,530 Purchased Shares (the “Closing”).

       

      (b)          Closing Date. The date, time and place of the Closing (the “Closing Date”) shall be on the date hereof as promptly as practicable after notice of satisfaction
        (or waiver) of the conditions to the Closing set forth in Sections 5 and 6, remotely by electronic exchange of Closing documentation (or such other date, time and place as is mutually agreed to by the Company and the Buyer).

       

      
        
          


      

      
      (c)          Purchase Price. The Buyer shall pay $68.00 for each Purchased Share to be purchased by the Buyer at the Closing (the “Purchase Price”).
        The aggregate Purchase Price paid by the Buyer shall be $5,000,040 (the “Aggregate Purchase Price”).

       

      (d)          Form of Payment. On the Closing Date, (i) the Company shall issue to the Buyer in book-entry form the Purchased Shares and issue and deliver to the Buyer the Warrant, and (ii)
        subject to the receipt of evidence of issuance of the Purchased Shares referred to in Section 6(a)(ii)(B), the Buyer shall pay the Aggregate Purchase Price to the Company for the Purchased Shares at the Closing, by wire transfer of immediately
        available funds in accordance with the Company’s written wire instructions that have been confirmed telephonically by the parties prior to or on the Closing Date.

       

      2.           BUYER’S REPRESENTATIONS AND WARRANTIES. The Buyer represents and warrants that:

       

      (a)          Organization and Qualification. The Buyer is duly organized and validly existing and in good standing under the laws of the jurisdiction in which it is formed, and has the
        requisite power and authorization to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted. The Buyer is duly qualified as a foreign entity to do business and is in good standing in every
        jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not, individually or in the
        aggregate, reasonably be expected to have a Buyer Material Adverse Effect. As used in this Agreement, “Buyer Material Adverse Effect” means any change, effect, event, occurrence or development that would
        prevent, materially delay, or materially impair the Buyer’s ability to consummate any of the transactions contemplated hereby or under any of the other Transaction Documents.

       

      (b)         Consents. The Buyer is not required to obtain any consent, authorization or order of, or make any filing or registration with any Governmental Authority (as defined in Section
        3(d))  or any other Person (as defined in Section 2(d)), in order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement, and the Buyer is unaware of any facts or circumstances that might prevent the
        Buyer from obtaining or effecting any of the consent, registration, application or filings pursuant to the preceding sentence.

       

      (c)          Sufficient Funds. At the Closing, the Buyer will have available funds necessary to consummate the purchase of the Purchased Shares and pay to the Company the Aggregate Purchase
        Price, as contemplated by Section 1(c).

       

      (d)          No Public Sale or Distribution. The Buyer is acquiring the applicable Purchased Shares for its own account and not with a view towards, or for resale in connection with, the
        public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act. The Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.
        For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any
        governmental entity or any department or agency thereof.

       

      
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      (e)          Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D. The Buyer (i) has such knowledge and experience in
        financial and business matters as to be capable of evaluating the merits and risks of its prospective investment with respect to the Securities and (ii) can bear the economic risk of (A) an investment in the Securities indefinitely and (B) a total
        loss in respect of such investment.

       

      (f)          Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements
        of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer
        set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities. Prior to the Closing, the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the
        Transaction Documents and the transactions contemplated hereby and thereby and the Buyer is not a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as
        amended (the “1934 Act”)).

       

      (g)         Information. The Buyer and its advisors, if any, have been furnished with or have had full access to all materials relating to the business, finances and operations of the
        Company and of Punchh Inc. (“Prism”) and materials relating to the offer and sale of the Securities that have been requested by the Buyer. The Buyer and its advisors, if any, have been afforded the
        opportunity to ask questions of the Company or its representatives. The Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.

       

      (h)         No Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any
        recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

       

      (i)          Transfer or Resale. The Buyer acknowledges that: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, (ii) the Buyer
        cannot sell, transfer, or otherwise dispose of any of the Securities, except in compliance with the Transaction Documents and the registration requirements or exemption provisions of the 1933 Act and any other applicable securities laws; and (iii)
        neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (except pursuant to the Registration
        Rights Agreement).

       

      
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      (j)         Brokers; Finders. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisors or other similar fee or commission,
        or the reimbursement of expenses in connection therewith, in connection with the transactions contemplated by the Transaction Documents based upon arrangements made by or on behalf of the Buyer.

       

      (k)          Authorization; Validity; Enforcement. The Buyer has the requisite power and authority to enter into and perform its obligations under the Transaction Documents. The execution
        and delivery of this Agreement and the other Transaction Documents by the Buyer and the consummation by the Buyer of the transactions contemplated hereby and thereby have been, or when executed will be, duly authorized by the Buyer. This Agreement
        and the other Transaction Documents have been duly and validly authorized, executed and delivered on behalf of the Buyer and shall constitute the legal, valid and binding obligations of the Buyer enforceable against the Buyer in accordance with
        their respective terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to
        applicable creditors’ rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought.

       

      (l)         No Conflicts. The execution, delivery and performance by the Buyer of this Agreement and the other Transaction Documents and the consummation by the Buyer of the transactions
        contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Buyer or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any
        respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Buyer is a party, or (iii) result in a violation of any law, rule, regulation, order,
        judgment or decree (including foreign, federal and state securities laws and regulations and applicable laws of any foreign, federal, and other state laws) applicable to the Buyer or by which any property or asset of the Buyer is bound or affected,
        in each case other than as would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect.

       

      
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      (m)         No Other Company Representations or Warranties. The Buyer acknowledges and agrees that neither the Company nor any of its Subsidiaries (as defined in Section 3(a)) makes or has made any
        representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3 and in any certificate or other Transaction Document delivered by the Company in connection with this Agreement.
        In connection with the due diligence investigation of the Company by the Buyer and its representatives, the Buyer and its representatives have received and may continue to receive from the Company and its representatives certain estimates,
        projections, forecasts and other forward-looking information, as well as certain business plan information containing such information, regarding the Company and its Subsidiaries and their respective businesses and operations, including information
        regarding the Prism Acquisition Transaction (as defined in Section 3(a)), the Securities Purchase Agreement, dated as of the date hereof, between the Company and TRowe (as defined in the Registration Rights Agreement) and made available to Buyer
        prior to or contemporaneously with the execution and delivery of this Agreement (the “TRowe Purchase Agreement”), the Registration Rights Agreement, dated as of the date hereof, between the Company and TRowe
        and made available to Buyer prior to or contemporaneously with the execution and delivery of this Agreement (together with the TRowe Purchase Agreement, the “TRowe Transaction Documents”), and the Owl Rock
        Transaction. The Buyer hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Buyer is familiar,
        that the Buyer is making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to the Buyer (including the reasonableness of the
        assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that except for the representations and warranties made by the Company in Section 3 and in any certificate or other Transaction
        Document delivered by the Company in connection with this Agreement, the Buyer will have no claim against the Company or any of its Subsidiaries, or any of their respective representatives, with respect thereto. Notwithstanding anything to the
        contrary herein, nothing in this Agreement shall limit the right of the Buyer or any of its Affiliates to rely on the representations, warranties, covenants and agreements expressly set forth in this Agreement and in any certificate or other
        Transaction Document delivered by the Company in connection with this Agreement, nor will anything in this Agreement operate to limit any claim by the Buyer or any of its Affiliates for actual and intentional fraud. As used in this Agreement, “Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person as of the date which, or at any time during the
        period for which, the determination of affiliation is being made; provided that, with respect to Buyer, an Affiliate shall expressly include any Affiliate of Ronald M. Shaich, any Affiliate of Act III Equity Holdings, LLC and any custodian or
        trustee of any trust partnership or limited liability company exclusively for the benefit of, or the ownership interests of which are owned wholly by, Ronald M. Shaich, any of his spouse, children or other direct lineal descendants, or any one or
        more trusts exclusively for the benefit of any of them.  For purposes of this definition, “control,” when used with respect to any Person, has the meaning specified in Rule 12b-2 under the 1934 Act; and the terms “controlling” and “controlled” have
        meanings correlative to the foregoing.

       

      3.           REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

       

      The Company represents and warrants to the Buyer that except as (A) disclosed (to the extent that the relevance of any such disclosure with respect to any section of this Agreement is reasonably
        apparent on its face) in SEC Documents (as defined in Section 3(i)) filed or furnished after December 31, 2019 and prior to the date hereof (other than disclosure contained in the “Risk Factors” or “Forward Looking Statements” sections of such SEC
        Documents or any other sections to the extent such disclosures are similarly predictive or forward-looking in nature), or (B) set forth in the confidential disclosure letter delivered by the Company to the Buyer prior to the execution of this
        Agreement (the “Company Disclosure Letter”) (it being understood that any information, item or matter set forth on one section or subsection of the Company Disclosure Letter shall be deemed disclosure with
        respect to, and shall be deemed to apply to and qualify, the section or subsection of this Agreement to which it corresponds in number and each other section or subsection of this Agreement to the extent that it is reasonably apparent on its face
        that such information, item or matter is relevant to such other section or subsection):

       

      
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      (a)         Organization and Qualification. Each of the Company and each of its Subsidiaries are entities duly organized or formed and validly existing and in good standing under the laws
        of the jurisdiction in which they are organized or formed, and have the requisite power and authority to own their properties and to carry on their business as now being conducted and as presently proposed to be conducted, except, solely with
        respect to the Company’s Subsidiaries, to the extent that the failure to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined below). Each of the Company and its
        Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the
        extent that the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

       

      As used in this Agreement, “Subsidiary” means any company, partnership, limited liability company, joint venture, joint stock company, trust, unincorporated
        organization or other entity for which the Company directly or indirectly owns (a) at least 50% of the ordinary voting power (or, in the case of a partnership, more than 50% of the general partnership interests) or (b) sufficient voting rights to
        elect at least a majority of the board of directors or other governing body. As used in this Agreement, “Material Adverse Effect” means any change, effect, event, occurrence or development that has a material
        adverse effect on the business, operations, results of operations, capital, properties, assets, liabilities or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, provided, that, none of the following shall be
        deemed either alone or in combination to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect: (A) changes generally affecting the industry in which the Company or its
        Subsidiaries operate; (B) general changes in the economic or business conditions or securities, credit, financial or other capital markets of the U.S. or any other region outside of the U.S. (including changes generally in prevailing interest
        rates, currency exchange rates, credit markets and price levels or trading volumes) in which the Company or its Subsidiaries operate; (C) earthquakes, fires, floods, hurricanes, tornadoes, pandemics, or similar catastrophes or acts of god or
        weather conditions, and any state or federal government orders or other actions in response thereto, (D) political conditions, including acts of terrorism, war, sabotage, national or international calamity, military action or any other similar
        event or any change, escalation or worsening thereof after the date hereof (other than cyberattacks targeting the Company or its Subsidiaries); (E) any change in GAAP (as defined in Section 3(i)) or any change in laws of general applicability (or
        interpretation or enforcement thereof) after the date hereof; (F) the execution of this Agreement, the other Transaction Documents, the TRowe Transaction Documents, or the Agreement and Plan of Merger dated as of April 8, 2021, among the Company,
        ParTech Inc., Sliver Merger Sub, Inc., Prism and Fortis Advisors, LLC (the “Prism Merger Agreement”), the Escrow Agreement (as defined under the Prism Merger Agreement) and the Joinder Agreement (as defined
        under the Prism Merger Agreement) and made available to Buyer prior to or contemporaneously with the execution and delivery of this Agreement (collectively, the “Prism Transaction Documents”) and all
        transactions contemplated thereby, including the Merger (as defined in the Prism Merger Agreement), the “Prism Merger” and collectively, the “Prism Acquisition Transaction”),

        or the public disclosure of such agreements or the transactions contemplated hereby and thereby (including the impact thereof on the relationships, contractual or otherwise, of the Company or any of its Subsidiaries with employees, labor unions (if
        any), financing sources, customers, suppliers, or partners that the Company can reasonably establish resulted from the execution or the public disclosure of this Agreement, the other Transaction Documents, the TRowe Transaction Documents or the
        Prism Transaction Documents, or the Prism Acquisition Transaction); (G) the execution of the Credit Agreement, dated as of April 8, 2021, among the Company, the Guarantors from time to time party thereto, the Lenders from time to time party
        thereto, Owl Rock First Lien Master Fund, L.P., and Owl Rock Capital Advisors LLC and made available to Buyer prior to or contemporaneously with the execution and delivery of this Agreement (the “Owl Rock
          Transaction Documents”) and the transactions contemplated thereby (the “Owl Rock Transaction”), (H) any failure to meet internal or published projections, forecasts or revenue or earning predictions
        for any period; (I) a decline in the trading price or trading volume of the Company’s Common Stock; provided that, with respect to clauses (H) and (I), the underlying causes of such failure, decline or change not otherwise excluded herein
        may be considered in determining whether there has been or would reasonably be expected to be, a Material Adverse Effect; and (J) any actions taken, or failure to take any action, in each case, to which the Buyer has expressly given advance written
        approval or consent, that is affirmatively required by this Agreement or requested by the Buyer; provided that a material adverse effect described in any of the foregoing clauses (A) through (E) may be taken into account to the extent the Company
        and its Subsidiaries are disproportionately affected thereby relative to other companies in the industries in which the Company and its Subsidiaries operate.  As used in this Agreement, “knowledge” means, with respect to the Company, the actual
        knowledge of Savneet Singh Bryan Menar, Cathy King and Matthew Cicchinelli in each case, after reasonable inquiry of such person’s direct reports.

       

      
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      (b)          Authorization; Enforcement; Validity. The Company has all necessary power and authority to execute, deliver and perform its obligations under this Agreement, the Registration Rights Agreement, the
        Investor Rights Agreement and the Warrant (collectively, the “Transaction Documents”) and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the
        other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, the issuance of the Purchased Shares and the reservation for issuance and the issuance of the Warrant
        Shares issuable upon the exercise of the Buyer’s rights under the Warrant, have been duly authorized by the Company’s Board of Directors (the “Board”) and (other than the filing with the SEC of a Form D and
        one or more registration statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement and other filings as may be required by state securities agencies) no further filing,
        consent or authorization is required by the Company, the Board or its stockholders (other than the Required Stockholder Approval (as defined in the Warrant) with respect to the issuance of any Excess Warrant Shares (as defined in the Warrant)). 
        This Agreement has been duly and validly authorized, executed and delivered by the Company, and the other Transaction Documents have been duly and validly authorized by the Company and, at the Closing Date, will have been duly executed and
        delivered by the Company and constitute and will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i)  bankruptcy,
        insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to applicable creditors’ rights generally and (ii) general principles of equity (whether
        applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought.

       

      
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      (c)          Issuance of Securities. The issuance of the Purchased Shares has been duly authorized and, upon issuance in accordance with the terms of the Transaction Documents, will be validly issued, fully paid
        and nonassessable and free from all preemptive or similar rights (except as set forth in the Investor Rights Agreement), taxes, Liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder
        of Common Stock.  The issuance of the Warrant has been duly authorized and, upon issuance in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights
        (except as set forth in the Investor Rights Agreement), taxes, Liens and charges with respect to the issue thereof. Upon exercise of the Buyer’s rights under the Warrant in accordance with the terms therein including the payment of the
        consideration required upon exercise thereunder, the Warrant Shares will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights (except as set forth in the Investor Rights Agreement), taxes, Liens and charges
        with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.  Assuming in part the accuracy of each of the representations and warranties of the Buyer set forth in Section 2 of this
        Agreement, the offer and issuance by the Company of the Purchased Shares and Warrant are, and with respect to the Warrant Shares at the time of issuance will be, is exempt from registration under the 1933 Act.

       

      (d)          Compliance with Existing Agreements. Neither the Company nor any of its Subsidiaries is: (i) in violation of its certificate of incorporation, by-laws or other organizational documents (the “Charter Documents”); (ii) in violation of any U.S. or non-U.S. federal, state or local statute, law or ordinance, or any judgment, decree, rule, regulation, order or injunction of any U.S. or non-U.S. federal,
        state, local or other governmental or regulatory authority, including the rules, listing requirements and regulations of the New York Stock Exchange (the “Principal Market”), governmental or regulatory agency
        or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), applicable to any of them or any of their respective properties (collectively, “Applicable

          Law”); or (iii) in breach of or default under any agreement, bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other instrument to which any of them is a party or by which any
        of them or their respective property is bound (collectively, the “Applicable Agreements”), except, in the case of clauses (ii) and (iii) for such violations, breaches or defaults that would not, individually
        or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent, materially delay or materially impair the Company’s ability to consummate any of the transactions contemplated hereby or under any of the other Transaction
        Documents. All Applicable Agreements that are material to the Company and its Subsidiaries, taken as a whole, are in full force and effect and are legal, valid and binding obligations. There exists no condition that, with notice or the passage of
        time or otherwise, would constitute or cause (a) a violation of the Charter Documents, (b) a violation of Applicable Laws, or (c) a breach of, imposition of any penalty or default or a “Debt Repayment Triggering Event” (as defined below) under any
        Applicable Agreement, except, in the case of clauses (b) and (c), for any such violations, breaches, penalties, defaults or Debt Repayment Triggering Events as would not, individually or in the aggregate, reasonably be expected to have a Material
        Adverse Effect or prevent, materially delay or materially impair the Company’s ability to consummate any of the transactions contemplated hereby or under any of the other Transaction Documents. As used in this agreement, a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any bond, debenture or other evidence of indebtedness, indenture,
        mortgage, deed of trust, lease or any other instrument (or any Person acting on such holder’s behalf) the right to require the acceleration, repurchase, redemption or repayment of all or any portion of such indebtedness, indenture, mortgage, deed
        of trust, lease or any other instrument by the Company or any of its Subsidiaries or any of their respective properties.

       

      
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      (e)          No Conflicts. Neither the execution, delivery or performance of the Transaction Documents nor the consummation of any of the transactions contemplated hereby and thereby will conflict with, violate,
        constitute a breach of or a default (with notice, the passage of time or otherwise) or a Debt Repayment Triggering Event under, or result in the imposition of a Lien on any assets of the Company or any of its Subsidiaries, the imposition of any
        penalty or a Debt Repayment Triggering Event under or pursuant to (i) the Charter Documents, (ii) any Applicable Agreement, (iii) any Applicable Law or (iv) any order, writ, judgment, injunction, decree, determination or award binding upon or
        affecting the Company, except in the case of clauses (ii) and (iii) for such conflicts, violations, breaches, penalties, defaults or events that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect
        or prevent, materially delay or materially impair the Company’s ability to consummate any of the transactions contemplated hereby or under any of the other Transaction Documents.

       

      (f)          Consents. Subject to receipt of the Required Stockholder Approval (as defined in the Warrant) with respect to the issuance of any Excess Warrant Shares (as defined in the
        Warrant), the Company is not required to obtain any consent, approval, authorization, permit, declaration or order of, or make any filing or registration with (other than the filing with the Commission of a Form D and one or more registration
        statements in accordance with the requirements of the Registration Rights Agreement, other filings as may be required by state securities agencies and the listing of the Purchased Shares and the Warrant Shares on the Principal Market), any court,
        governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case in accordance with the terms
        hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the Closing Date (or in the case of the
        filings detailed above, which filings will be made after the Closing Date, will be made within the time period required by Applicable Law), and, other than the Required Stockholder Approval (as defined in the Warrant) with respect to the issuance
        of any Excess Warrant Shares (as defined in the Warrant), the Company and its Subsidiaries are unaware of any facts or circumstances that might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the consent,
        registration, application or filings pursuant to the preceding sentence. The Company is not in violation of the listing requirements of the Principal Market and has no knowledge of any facts or circumstances that would reasonably lead to delisting
        or suspension of the Common Stock in the foreseeable future, except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the Company’s ability to consummate any of the transactions
        contemplated hereby or under any of the other Transaction Documents.

       

      (g)          No General Solicitation; Broker Fees. Neither the Company, nor any of its Subsidiaries, nor, to the knowledge of the Company, any Person acting on its or their behalf, has
        engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s fees,
        financial advisory fees, or brokers’ commissions (other than for Persons engaged by the Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby.

       

      
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      (h)          No Integrated Offering. None of the Company nor its Subsidiaries, nor, to the knowledge of the Company, any Person acting on its or their behalf has, directly or indirectly,
        made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings,
        the Prism Acquisition Transaction or otherwise, or cause this offering of the Securities to require the approval of the stockholders of the Company for purposes of the 1933 Act or any applicable stockholder approval provisions, including, under the
        rules and regulations of the Principal Market (other than the Required Stockholder Approval (as defined in the Warrant) with respect to the issuance of any Excess Warrant Shares (as defined in the Warrant).

       

      (i)           SEC Documents; Financial Statements; Shell Company Status.

       

      (i)          Since December 31, 2018, the Company has timely filed or furnished all the SEC Documents required to be filed or furnished by it with the Commission pursuant to Section 13(a) or 15(d)
        of 1934 Act. As of their respective filing or being furnished (or if amended or supplemented, as of the date of such amendment or supplement, or, in the case of an SEC Document that is a registration statement filed pursuant to the 1933 Act or a
        proxy statement filed pursuant to the 1934 Act, on the date of effectiveness of such SEC Document or date of the applicable meeting, respectively), the SEC Documents complied or will comply, as applicable, with the applicable requirements of the
        1933 Act, the 1934 Act and the Sarbanes-Oxley Act of 2002, as amended (and in each case, the rules and regulations of the Commission promulgated thereunder), in each case as in effect at such time, and none of the SEC Documents, at the time they
        were filed or furnished, or will be filed or furnished, with the Commission (or, if amended or supplemented, the date of the filing of such amendment or supplement, with respect to the disclosures that were so amended or supplemented or, in the
        case of an SEC Document that is a registration statement filed pursuant to the 1933 Act or a proxy statement filed pursuant to the 1934 Act, on the date of effectiveness of such SEC Document or date of the applicable meeting, respectively), contain
        any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made or will be made, not
        misleading.  For purposes of this Agreement, “SEC Documents” means all reports, schedules, forms, statements and other documents required to be filed and so filed by the Company with the Commission under
        Sections 12, 13, 14 or 15(d) of the 1934 Act and all exhibits included therein and financial statements (including the consolidated balance sheets and consolidated statements of operation, comprehensive loss, changes in stockholders’ equity and
        cash flows), notes and schedules thereto and documents incorporated by reference therein. The Company is currently eligible to register securities on Form S‐3.

       

      (ii)        To the knowledge of the Company, (i) none of the SEC Documents filed or furnished since December 31, 2018 is subject to any pending proceeding by or before the SEC, and (ii) there are
        no outstanding or unresolved comments received from the Commission with respect to any of the SEC Documents filed or furnished since December 31, 2018.

       

      
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      (iii)        None of its Subsidiaries of the Company is subject to the reporting requirements of Section 13(a) or 15(d) of the 1934 Act.

       

      (iv)         The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in paragraphs (e) and
        (f), respectively, of Rule 13a-15 under the 1934 Act) in accordance with Rule 13a-15 under the 1934 Act. Since December 31, 2019, neither the Company nor any of its Subsidiaries has identified or been made aware of (i) any “significant
        deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls over and procedures relating to financial reporting which would reasonably be
        expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data, in each case which has not been publicly disclosed or (ii) any fraud, whether or not material, that involves
        management or other employees who have a significant role in the Company’s internal control over financial reporting.

       

      (v)         The financial statements filed with the Commission as part of the SEC Documents present fairly in all material respects the financial position, results of operations and cash flows of
        the Company and its consolidated Subsidiaries, as of the respective dates and for the respective periods to which they apply and have been prepared in accordance with generally accepted accounting principles of the United States (“GAAP”) applied on a consistent basis throughout the periods involved (except as such inconsistency may be expressly stated in the related notes thereto) and the requirements of Regulation S-X.  All financial,
        statistical and market and industry data contained in the SEC Documents are fairly and accurately presented in all material respects and are based on or derived from sources that the Company reasonably believes to be reliable and accurate.

       

      (vi)         Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has any liabilities of any nature (whether
        accrued, absolute, contingent or otherwise) that would be required under GAAP, as in effect on the date hereof, to be reflected on a consolidated balance sheet of the Company (including the notes thereto) except liabilities (i) reflected or
        reserved against in the consolidated balance sheet (or the notes thereto) of the Company and its Subsidiaries included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Balance
          Sheet Date”), (ii) incurred after the Balance Sheet Date in the ordinary course of the Company’s business, (iii) as expressly contemplated by the Transaction Documents, the TRowe Transaction Documents, the Prism Acquisition Transaction and
        the Owl Rock Transaction or otherwise incurred in connection with the transactions contemplated hereby and thereby, or (iv) that have been discharged or paid prior to the date of this Agreement.

       

      (vii)      Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract,
        agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among the Company or one or more of its Subsidiaries, on the one hand, and any other Person, including any structured
        finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the 1933 Act).

       

      
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      (viii)       The Company is not, and has not been at any time, an issuer identified in Rule 144(i)(1).

       

      (j)          Absence of Certain Changes. Since December 31, 2020, (a) except for the execution and performance of this Agreement and the other Transaction Documents, the TRowe Transaction
        Documents, the Prism Acquisition Transaction and the Owl Rock Transaction and the discussions, negotiations and transactions related hereto and thereto, the business of the Company and its Subsidiaries has been carried on and conducted in all
        material respects in the ordinary course of business, and (b) there has not been any Material Adverse Effect or any event, change or occurrence that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

       

      (k)         All Necessary Permits, etc. Each of the Company and its Subsidiaries possess all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and
        has made all declarations and filings with, all Governmental Authorities, presently required or necessary to conduct their respective businesses (“Permits”), except where the failure to possess such Permits
        would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, to the knowledge of the Company, none of the Company or its Subsidiaries has received or, to the knowledge of the Company, has any reason to
        believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except where such revocation or modification would not, individually or in the aggregate, reasonably be expected to have a Material
        Adverse Effect.

       

      
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      (l)          Equity Capitalization. The authorized capital stock of the Company consists of (i) 58,000,000 shares of Common Stock, par value $0.02 per share, of which as of 5:00 P.M. (New York time) on April 7,
        2021 (the “Capitalization Date”) and prior to the issuance of the Purchased Shares, 23,104,309 shares are issued and 21,962,118 shares outstanding, (A) 2,107,362 Common Shares are reserved for issuance under
        the Company’s equity incentive plans, of which the Company has granted options to purchase 899,172 Common Shares at a weighted average exercise price of $14.28 per share, and 372,111 Common Shares are issuable upon vesting of outstanding restricted
        stock units; (B) 43,265 Common Shares are reserved for issuance upon vesting of restricted stock units issued in connection with the Company’s assumption of awards granted by AccSys, LLC, a wholly owned Subsidiary of the Company (“Restaurant Magic”), under its long term incentive plan prior to the closing of the Company’s acquisition of Restaurant Magic (together with the Company equity incentive plans in clause (A), (the “Company Equity Plans”), and (C) an aggregate of 4,338,323 Common Shares are reserved for issuance in connection with conversions of the Company’s 2.875% Convertible Senior Notes due 2026 and 4.500% Convertible
        Senior Notes due 2024 (together, the “Convertible Notes”), to the extent that holders elect to convert the notes and the Company elects to satisfy conversions of the notes through physical settlement, and
        (ii) 1,000,000 shares of preferred stock, par value $0.02 per share, none of which are issued and outstanding. Since the Capitalization Date and through the date of this Agreement, other than those in connection with the Prism Acquisition
        Transaction, the Transaction Documents and the TRowe Transaction Documents, no Company Equity Plan has been amended or otherwise modified and no Common Shares, options to purchase Common Shares, restricted stock units or any warrants, conversion
        rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or to sell any shares of capital stock or
        other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of the
        Company or any of its Subsidiaries have been repurchased or redeemed or issued (other than with respect to the exercise, vesting or settlement of the options to purchase Common Shares, restricted stock and restricted stock units outstanding prior
        to the Capitalization Date and pursuant to the terms of the applicable Company Equity Plan in effect on the Capitalization Date), and no Shares have been issued or reserved for issuance and no foregoing rights have been granted, except pursuant to
        the terms of the applicable Company Equity Plan in effect on the Capitalization Date or the Convertible Notes.  All of such issued and outstanding shares are, or upon issuance will be validly issued, fully paid and nonassessable and have been
        issued in compliance with all federal and state securities laws. The Company has reserved for issuance that number of shares of Common Stock that are issuable under the Warrant and when issued upon exercise of the Buyer’s rights thereof in
        accordance with the Warrant will be issued, fully paid and non-assessable and will not be subject to any preemptive right (other than pursuant to the Investor Rights Agreement) or any restriction on transfer under Applicable Law, contract or
        agreement (other than those restrictions solely arising under or relating to applicable securities laws).  None of the outstanding Common Shares prior to the issuance of the Purchased Shares were issued in violation of any preemptive rights, rights
        of first refusal or other similar rights to subscribe for or purchase securities of the Company. Except as set forth above in this clause (l) or as contemplated by the Transaction Documents, the TRowe Transaction Documents and the Prism Transaction
        Documents, including the Common Shares to be issued to stockholders, option holders and warrantholders of Prism in connection with the Prism Acquisition Transaction and the options of Prism assumed by the Company pursuant to the Prism Merger
        Agreement, there are no outstanding (i) options, warrants, preemptive rights, rights of first refusal or other rights to purchase from the Company or any of its Subsidiaries, (ii) agreements, contracts, arrangements or other obligations of the
        Company or any of its Subsidiaries to issue or (iii) other rights to convert into or exchange any securities for, in the case of each of clauses (i) through (iii), shares of capital stock of or other ownership or equity interests in the Company or
        any of its Subsidiaries. Except as otherwise provided in the Warrant, the Registration Rights Agreement, the TRowe Transaction Documents and the Prism Transaction Documents, there are no outstanding rights or obligations of the Company to register
        with the Commission or obligations to repurchase or redeem any of its equity securities. The rights, preferences, privileges, and restrictions of the Common Stock are as stated in the Charter Documents.  Neither the Company nor any of its
        Subsidiaries is a party to any voting agreement or similar agreement with respect to the capital stock or other securities of the Company or any of its Subsidiaries. The descriptions of the Company’s stock option, stock bonus and other stock plans
        or arrangements, and the options or other rights granted thereunder, set forth in the most recent SEC Documents filed prior to the date of this Agreement fairly present in all material respects all material information regarding such plans,
        arrangements, options and rights.

       

      (m)         Indebtedness.  Other than the Indenture, dated as of February 10, 2020, between the Company, as Issuer, and the Bank of New York Mellon Trust Company, N.A., as Trustee or the Indenture, dated as of
        April 15, 2019, between the Company, as Issuer, and the Bank of New York Mellon Trust Company, N.A., as Trustee, the Convertible Notes and the Owl Rock Transaction Documents, the Company is not party to any material loan or credit agreement,
        indenture, debenture, note, bond, mortgage or deed of trust.

       

      
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      (n)         Principal Market Listing. The Common Shares are registered pursuant to Section 12(b) or 12(g) of the 1934 Act and are listed on the Principal Market, and the Company has taken
        no action designed to, or reasonably likely to have the effect of, terminating the registration of the Common Shares under the 1934 Act or delisting the Common Shares from the Principal Market. The Company has not received any notification that the
        Commission or the Principal Market is contemplating terminating such registration or listing.  The Company is in compliance with all applicable rules, listing requirements and regulations of the Principal Market.

       

      (o)          No Material Actions or Proceedings. (i) There are no stop orders in effect suspending the qualification or exemption from qualification of any of the Securities in any
        jurisdiction and no proceedings for that purpose have been commenced or are pending or, to the knowledge of the Company, pending or contemplated and (ii) there is no action, claim, suit, demand, hearing, notice of violation or deficiency, or
        proceeding pending or, to the knowledge of the Company, threatened or contemplated by any Person or Governmental Authorities that, with respect to clauses (i) and (ii) of this paragraph that would, individually or in the aggregate, reasonably be
        expected to have a Material Adverse Effect or prevent, materially delay or materially impair the Company’s ability to consummate any of the transactions contemplated hereby or under any of the other Transaction Documents.

       

      (p)          Employee Relations.  (i) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any member of a union; (ii) there is no union representation
        question existing with respect to the employees of the Company, and, to the knowledge of the Company, no union organizing activities are taking place that, could, individually or in the aggregate, reasonably be expected to have a Material Adverse
        Effect; (iii) to the knowledge of the Company, no union organizing or decertification efforts are underway or threatened against the Company or any of its Subsidiaries; (iv) no labor strike, work stoppage, slowdown or other material labor dispute
        is pending against the Company or any of its Subsidiaries, or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries; (v) there is no worker’s compensation liability, experience or matter that could be reasonably
        expected to have a Material Adverse Effect; (vi) to the knowledge of the Company, there is no threatened or pending liability against the Company or any of its Subsidiaries pursuant to the Worker Adjustment Retraining and Notification Act of 1988,
        as amended, or any similar state or local law; (vii) there is no employment-related charge, complaint, grievance, investigation, unfair labor practice claim or inquiry of any kind, pending against the Company or any of its Subsidiaries that could,
        individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) to the knowledge of the Company, no employee or agent of the Company or any of its Subsidiaries has committed any act or omission giving rise to
        liability for any violation identified in subsection (vi) and (vii) above, other than, with respect to those identified in subsection (vii), such acts or omissions that would not, individually or in the aggregate, reasonably be expected to have a
        Material Adverse Effect; and (x) no term or condition of employment exists through arbitration awards, settlement agreements or side agreement that is contrary to the express terms of any applicable collective bargaining agreement.

       

      (q)          Title. Each of the Company and its Subsidiaries has good, marketable and valid title to all material real property owned by it and good title to all material personal property
        owned by it and good and valid title to all material leasehold estates in real and personal property being leased by it and, as of the Closing Date, will be free and clear of all Liens other than those that do not interfere with the use made and
        proposed to be made of such property by the Company and its Subsidiaries in a manner that is material to the Company and its Subsidiaries, taken as a whole.

       

      
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      (r)          Intellectual Property Rights.

       

      (i)          Each of the Company and its Subsidiaries owns, or is licensed to use, all patents, patent rights, inventions, copyrights, trade secrets, know-how (including unpatented and/or unpatentable proprietary or
        confidential information, systems or procedures), trademarks, service marks, domain names, trade names and other intellectual property rights and all applications and registrations therefor, in each case, anywhere in the world (collectively, “Intellectual Property Rights”) necessary for the conduct of its businesses as now conducted and as presently proposed to be conducted, except where failure to own or possess a license to use such Intellectual
        Property Rights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

       

      (ii)          All material Intellectual Property Rights that are owned by the Company or any of its Subsidiaries (collectively, “Owned IP”) that are issued by, registered with,
        renewed by or the subject of a pending application before any Governmental Authority or domain name registrar are, to the knowledge of the Company, subsisting, valid and enforceable.

       

      (iii)         Neither the Company nor any of its Subsidiaries has received any claim, notice, invitation to license or similar communication within the three-year period prior to the date hereof (A) contesting or
        challenging the use, validity, enforceability or ownership of any Owned IP, or (B) alleging that the Company or any of its Subsidiaries or any of their respective products or services infringes, misappropriates or otherwise violates the
        Intellectual Property Rights of any Person, in each case of clauses (A) and (B), except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

       

      (iv)         No funding, facilities or resources of a Governmental Authority, university, or other educational institution or research center was used in the development of any Owned IP, and no Governmental Authority,
        university, or other educational institution or research center has any claim or right in or to any Owned IP, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

       

      (v)          In the three-year period prior to the date hereof, there has been no unauthorized access to or unauthorized use of any technology devices, computers, Software, servers, networks, or other information
        technology equipment, or any data stored therein or processed thereby, or any associated documentation, in each case, used by the Company or any of its Subsidiaries in a manner that, individually or in the aggregate, has resulted in or is
        reasonably likely to result in a Material Adverse Effect. “Software” means any computer program, application, middleware, firmware, microcode and other software, in each case, whether source code, object code
        or other form or format.

       

      
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      (vi)         The Company and each of its Subsidiaries have complied with all of their respective policies, contractual and fiduciary obligations, and with all Applicable Laws, in each case, regarding Personal
        Information, including with respect to the collection, use, storage, processing, transmission, transfer (including cross-border transfers), disclosure and protection of Personal Information, and no Person has gained unauthorized access to or
        misused any Personal Information, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. “Personal Information” means (i) any information that identifies or could reasonably be
        used to identify an individual, browser, device or household, or (ii) is considered “personally identifiable information,” “personal information,” “personal data” or a similar term under any Applicable Laws.

       

      (vii)       Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no proprietary Software of the Company or any of its Subsidiaries contains, is derived from,
        or links to any Software that is governed by an any license that requires, as a condition of modification, licensing, conveyance, distribution or provision of Software subject to such license, that such Software or other Software combined, linked
        or distributed with or derived from such Software (or any modifications or derivative works thereof) be disclosed, licensed, conveyed, distributed or made available in source code form and/or on a royalty-free basis (including for the purpose of
        making additional copies or derivative works).

       

      (s)          Environmental Laws. Each of the Company and its Subsidiaries is (i) in compliance with any and all applicable U.S. or non-U.S. federal, state and local laws and regulations relating to health and
        safety, or the pollution or the protection of the environment or the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of hazardous or toxic substances of wastes, pollutants or contaminants (“Environmental Laws”), (ii) has received and is in compliance with all Permits, licenses or other approvals required of them under applicable Environmental Laws to conduct its businesses and (iii) has not received
        notice of, and is not aware of, any actual or potential liability for damages to natural resources or the investigation or remediation of any disposal, release or existence of hazardous or toxic substances or wastes, pollutants or contaminants, in
        each case except where such non-compliance with Environmental Laws, failure to receive and comply with required permits, licenses or other approvals, or liability would not, individually or in the aggregate, reasonably be expected to have a
        Material Adverse Effect.

       

      (t)          Investment Company Status. The Company is not and, after giving effect to the transactions contemplated by the Transaction Documents, Prism Acquisition Transaction and the Owl
        Rock Transaction, the Company will not be, individually or on a consolidated basis, an “investment company” that is required to be registered under the Investment Company Act of 1940, as amended (the “Investment
          Company Act”); and following the Closing, the Company and its Subsidiaries, including Prism, intend to conduct their businesses in a manner so as not to be required to register under the Investment Company Act.

       

      (u)          Tax Status. All Tax (as hereinafter defined) returns required to be filed by the Company and each of its Subsidiaries have been filed and all such returns are true, complete and
        correct in all material respects.  All material Taxes that are due from the Company and its Subsidiaries have been paid other than those (i) currently payable without penalty or interest or (ii) being contested in good faith and by appropriate
        proceedings and for which adequate accruals have been established in accordance with GAAP applied on a consistent basis throughout the periods involved. The accruals on the books and records of the Company and its Subsidiaries in respect of any
        material Tax liability for any period not finally determined are adequate to meet any assessments of Tax for any such period. For purposes of this Agreement, the term “Tax” and “Taxes” shall mean all U.S. and non-U.S. federal, state, and local taxes, and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties applicable
        thereto.

       

      
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      (v)         No Disqualification Events. With respect to the issuance of the Securities, none of the Company, any of its predecessors, any Affiliated issuer, any director, executive officer,
        other officer of the Company, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected
        with the Company in any capacity at the time of sale is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act except for items covered by Rule 506(d)(2) or (d)(3).

       

      (w)        Illegal Payments; FCPA Violations. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since December 31, 2019,
        neither of the Company nor any of its Subsidiaries nor any director, officer, or employee of the Company or any of its Subsidiaries, nor to the knowledge of the Company, any agent, representative, consultant or Affiliate acting on behalf of the
        Company or any of its Subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its Subsidiaries (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political
        activity; (ii) made or taken any act in furtherance of an offer, promise, or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or
        controlled entity or public international organization, or any political party, party official, or candidate for political office; (iii) otherwise violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, the
        UK Bribery Act 2010, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, authorized, requested, or taken an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful
        payment or benefit.

       

      (x)         Economic Sanctions. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company is not in contravention of any
        sanction, and has not engaged in any conduct sanctionable, under U.S. economic sanctions laws, including Applicable Laws administered and enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, 31 C.F.R. Part V, the Iran
        Sanctions Act, the Comprehensive Iran Sanctions, Accountability and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act, the Iran Freedom and Counter Proliferation Act of 2012, and any executive order issued pursuant to any of the
        foregoing.

       

      
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      (y)          Government Contracts.  Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) neither Company nor any of its Subsidiaries has received
        any written notice that it is, and, to the knowledge of the Company none of the Company, its Subsidiaries and their respective employees is (or since December 31, 2018 has been) under administrative, civil or criminal investigation, indictment or
        information by any Governmental Authority (except as to routine security investigations); (ii) there is no pending or, to the knowledge of the Company, threatened audit or investigation by any Governmental Authority of the Company, its Subsidiaries
        or their respective employees with respect to any alleged material irregularity, misstatement, omission or violation of Law arising under or relating to any Applicable Agreement that (x) is between the Company or any of its Subsidiaries and a
        Governmental Authority or (y) is entered into by the Company or any of its Subsidiaries as a subcontractor (at any tier) in connection with a contract or agreement between another Person and a Governmental Authority (a “Government Contract” and the relevant Governmental Authority that is the direct or end customer in any Government Contract, the “End Customer”); and (iii) all costs, fees, profit and other
        charges and expenses of any nature that have been charged, and all sums invoiced, under Government Contracts have been properly chargeable or invoiced to such Government Contract, and were charged or invoiced in amounts consistent with the
        requirements of such Government Contract and Applicable Law.  To the knowledge of the Company, during the twelve (12) months prior to the date of this Agreement, the relationships of the Company and its Subsidiaries with the End Customers are
        reasonable commercial working relationships and no senior officer of the Company has received written notice that any of the End Customers has terminated or adversely changed in any material respect its commercial relationship with the Company or
        any of its Subsidiaries under any Government Contract (including through termination of or changes to any relevant prime contract).

       

      (z)          No Rights Agreements; Anti-Takeover Provisions. As of the date of this Agreement, neither the Company nor any of its Subsidiaries is party to a stockholder rights agreement, “poison pill” or similar
        anti-takeover agreement or plan.  The Board has taken all necessary actions to ensure that no restrictions included in any “control share acquisition,” “fair price,” “moratorium,” “business combination” or other state anti-takeover law is, or as of
        the Closing will be, applicable to the transactions contemplated hereby, including the Company’s issuance of shares of the Purchased Shares and any issuance pursuant to the Warrant or the Investor Rights Agreement.

       

      (aa)        No Other Representations or Warranties of the Buyers. The Company acknowledges and agrees that none of the Buyer or any of its Affiliates makes or has made any representations
        or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Company or any of its
        Subsidiaries to rely on the representations, warranties, covenants and agreements expressly set forth in this Agreement, nor will anything in this Agreement operate to limit any claim by the Company or any of its Subsidiaries for actual and
        intentional fraud.

       

      4.           COVENANTS.

       

      (a)          Form D and Blue Sky. The Company agrees to file a Form D with respect to the Securities if required under Regulation D and shall provide a copy thereof to any Buyer promptly
        upon such Buyer’s request. Following the Closing Date, the Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States. The
        Company shall provide the Buyer and its legal counsel with a reasonable opportunity to review and comment upon drafts of all documents to be submitted to or filed with the SEC, whether publicly or not, in connection with the transactions
        contemplated hereby and by the other Transaction Documents and give reasonable consideration to all such comments.

       

      
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      (b)          Reporting Status. Until the earlier of (x) a Change of Control or (y) the date on which either (1) the Investors (as defined in the Registration Rights Agreement) no longer hold
        any Securities or (2) the Warrant has expired in accordance with its terms or has been earlier terminated by the parties thereto, the Company shall timely file all reports required to be filed with the Commission pursuant to the 1934 Act, and the
        Company shall use reasonable best efforts to maintain its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer require or otherwise permit such filing, and the
        Company shall use reasonable best efforts to maintain its eligibility to register the Purchased Shares and Warrant Shares in accordance with the Registration Rights Agreement for resale by the Investors on Form S-3. For purposes of this Agreement,
        “Change of Control” means, at any time, the occurrence of any of the following events or circumstances: (i) any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the 1934 Act) shall (A)
        become the “beneficial owner” (within the meaning of Section 13(d) of the 1934 Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting
        securities or (B) otherwise acquire, directly or indirectly, the power to direct or cause the direction of the management or policies of the Company, whether through the ability to exercise voting power, by contract or otherwise, (ii) persons who
        were (A) directors of the Company on the date hereof or (B) appointed by directors who were directors of the Company on the date hereof or were nominated or approved by directors who were directors of the Company on the date hereof shall cease to
        occupy a majority of the seats (excluding vacant seats) on the Board, (iii) the consummation of a merger or consolidation of the Company with or into any other Person, other than a merger or consolidation which would result in the voting securities
        of the Company outstanding immediately prior thereto continuing to represent at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger
        or consolidation or (iv) any direct or indirect sale, transfer or other disposition, in one transaction or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole (it being
        agreed that the sale, transfer or other disposition by any Person of the capital stock of or other ownership or equity interests of any Subsidiary constitutes an indirect sale, transfer or disposition of the assets of such Subsidiary).

       

      (c)          Use of Proceeds. The Company shall use the proceeds from the sale of the Purchased Shares in connection with the Prism Acquisition Transaction.

       

      (d)         Fees and Expenses. Except as otherwise set forth in any of the Transaction Documents, each party to this Agreement shall bear its own fees and expenses in connection with the
        sale of the Securities to the Buyer, the Company shall reimburse the Buyer for all reasonable and documented out-of-pocket costs and expenses, including legal fees, expenses, other professional fees and expenses, and all reasonable out-of-pocket
        due diligence expenses, in an aggregate amount not to exceed $125,000 minus the amount the Company reimburses TRowe pursuant to the TRowe Purchase Agreement, incurred by the Buyer in connection with the transactions contemplated by this Agreement. 
        It being understood that, the foregoing reimbursement obligation shall not be contingent on the Closing or the consummation of the Prism Acquisition Transaction.

       

      
        19

        
          


      

      (e)          Transfer or Resale. The Buyer shall not Transfer or offer to Transfer the Securities unless (i) in the case of the Purchased Shares or, when issued upon exercise of the Warrant, the Warrant Shares,
        such Securities are subsequently registered pursuant to the terms of the Registration Rights Agreement, (ii) such Transfer is made to the Company or to an Affiliate of the Buyer (provided each such Affiliate agrees to be bound by this Section 4(e),
        Section 4(g), Section 4(h) and provisions in Section 8 (to the extent relevant to the foregoing) of this Agreement and makes the same representations and warranties set forth in Section 2(a), Section 2(b), Section 2(d), Section 2(e), Section 2(f),
        Section 2(h), Section 2(i), Section 2(k) and Section 2(l) of this Agreement), or (iii) such Securities may be Transferred pursuant to (A) Rule 144 promulgated under the 1933 Act or (B) another valid exemption from registration under the 1933 Act
        and the rules and regulations of the Commission thereunder. In the case that a Buyer is permitted to Transfer the Securities and, if applicable, provides satisfactory evidence to the Company with respect to any Transfer pursuant to subsection (iii)
        of the foregoing that such Transfer is pursuant to a valid exemption from registration under the 1933 Act and the rules and regulations of the Commission thereunder, the Company shall, at the request of the holder of such Securities, issue such
        book-entry Securities to the holder or the applicable transferee of such Securities by electronic delivery (x) if eligible and requested by the holder or applicable transferee, on the applicable balance account at The Depository Trust Company, or
        (y) on the books of the Company or its transfer agent.  For purposes of this Section 4(e), “Transfer” means, with respect to the Securities, to sell, offer, pledge, contract to sell, grant any option, right
        or contract to purchase, or otherwise transfer (including by gift or operation of law), dispose of, hypothecate or encumber, directly or indirectly, such Securities.

       

      (f)          Disclosure of Transactions and Other Material Information. On the date of this Agreement, the Company shall issue a press release regarding the transactions contemplated by the Transaction
        Documents, the Prism Acquisition Transaction and the Owl Rock Transaction (the “Disclosed Transactions”) and no later than 5:30 p.m. New York City local time on the first business day following the date of
        this Agreement, the Company shall file a Current Report on Form 8-K, in each case, reasonably acceptable to the Buyer, describing the terms of the Disclosed Transactions in the form required by the 1934 Act and attaching the Transaction Documents
        as exhibits to such filing (which shall not include schedules or exhibits not customarily filed with the SEC).  In furtherance of the foregoing, the Company shall provide the Buyer and its legal counsel with a reasonable opportunity to review and
        comment upon drafts of all documents to be publicly disclosed or filed with the Commission in connection with the Disclosed Transactions and give reasonable consideration to all such comments. Notwithstanding anything in this Agreement to the
        contrary, any statement included in any Company press release, public filing or other public statement that is attributed to Buyer, Ronald M. Shaich or any of their Affiliates shall be subject to prior approval of Buyer or Ronald M. Shaich.

       

      (g)          Legends.

       

      (i)          The book-entry accounts maintained by the Company’s transfer agent representing the Purchased Shares and, when issued upon exercise of the Warrant, the Warrant Shares, except as set
        forth below, shall bear a restrictive legend in substantially the following form (and a stop‐transfer order may be placed against Transfer of such Purchased Shares and Warrant Shares bearing such legend):

       

      

       NEITHER THE ISSUANCE AND SALE OF THESE SECURITIES HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
        FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
        REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933.

       

      
        20

        
          


      

      

      (ii)          At the request of a holder of the Purchased Shares or Warrant Shares or a transferee pursuant to Section 4(e), the Company shall reasonably cooperate with such holder to obtain reasonably satisfactory
        evidence that the legend set forth in Section 4(g)(i) above is not required in order to establish compliance with any provisions of the 1933 Act and remove the legend set forth in Section 4(g)(i) above shall from the applicable Securities on the
        book-entry accounts maintained by the Company’s transfer agent representing such Securities if such legend is not required in order to establish compliance with any provisions of the 1933 Act.

       

      (h)         Transfer Taxes. The Company shall pay any and all documentary, stamp and similar issue or transfer tax incurred in connection with this Agreement. However, in the case of the
        exercise of the Warrant, the Company shall not be required to pay any tax or duty that may be payable in respect of any Transfer involved in the issue and delivery of Warrant Shares issuable upon such exercise to a beneficial owner other than the
        beneficial owner of the Warrant immediately prior to such exercise, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Company the amount of any such tax or duty, or has established to the
        satisfaction of the Company that such tax or duty has been paid.

       

      (i)          Tax Treatment. No later than ninety (90) days after the Closing Date, the Buyer shall engage a nationally recognized valuation expert reasonably acceptable to the Company, to
        conduct a valuation of the Warrant as of the date of their issuance. The Buyer shall promptly provide the Company with such valuation once it has been prepared by such valuation expert. The Buyer and the Company shall allocate the Purchase Price in
        accordance with such valuation for all U.S. tax purposes. The Buyer shall pay any and all costs of conducting such valuation.

       

      (j)          Reporting. The Company shall reasonably cooperate with the Buyer to provide any information to the Buyer (or make such information available to the Buyer) as the Buyer
        reasonably requests that the Company has in its actual or constructive possession (or any of the Company’s Subsidiaries have in their actual or constructive possession), for purposes of any tax reporting, filing obligation or regulatory requirement
        of the Buyer in connection with (i) the ownership by the Buyer of any interest in the Company, (ii) any transaction between the Buyer, on the one hand, and the Company or any of its Subsidiaries, on the other hand, and (iii) the status of any
        Subsidiary of the Company for U.S. federal, state or local tax purposes as a foreign corporation or as a “controlled foreign corporation” within the meaning of Section 957 of the Code, including any filing obligation pursuant to Sections 6038,
        6038B and 6046 of the Code. As used in this Agreement, the “Code” means the Internal Revenue Code of 1986, as amended. The Company shall use its commercially reasonable efforts to cause its transfer agent to
        respond to reasonable requests for information (which is not otherwise publicly available) made by the Buyer or its auditors related to the actual holdings of the Buyer, its permitted assigns or its accounts.

       

      
        21

        
          


      

      (k)         Investment Company. So long as the Buyer holds any Securities, the Company will not take any actions that would be reasonably likely to cause it to be an “investment company,”
        or a company controlled by an “investment company” other than the Buyer, as such terms are defined in the Investment Company Act.

       

      (l)         Principal Market Listing.  To the extent it has not already done so, promptly following the execution of this Agreement, the Company shall apply to cause the Purchased Shares
        and the Warrant Shares to be approved for listing on the Principal Market. The Company shall use its reasonable best efforts to cause the Purchased Shares and the Warrant Shares (subject to the receipt of the Required Stockholder Approval with
        respect to the issuance of any Excess Warrant Shares) to be approved for listing on the Principal Market, subject to official notice of issuance.

       

      (m)         The Prism Acquisition Transaction.  Subject to the terms and conditions set forth herein, in the Prism Transaction Documents and the Owl Rock Transaction Documents, the Company shall use its
        reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable to consummate (i) the Prism Acquisition Transaction, including the Prism Merger, in each case, in
        accordance with the terms of the Prism Acquisition Transaction Documents and (b) the Owl Rock Transaction in accordance with the terms of the Owl Rock Transaction Documents.

       

      5.           CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.

       

      (a)          The obligation of the Company hereunder to issue and sell the Purchased Shares to the Buyer at the Closing, is subject to the satisfaction, at or before the Closing Date of each of the
        following conditions, provided that these conditions are for the Company’s sole benefit and may be waived (in whole or in part) by the Company at any time in its sole discretion by providing the Buyer with prior written notice thereof:

       

      (i)          The Company has consummated (or shall consummate concurrently with the Closing) the Prism Acquisition Transaction in accordance with the terms of the Prism Merger Agreement.

       

      (ii)          The Buyer shall have executed each of the Transaction Documents and delivered the same to the Company.

       

      (iii)        The Buyer shall have delivered the Aggregate Purchase Price to the Company at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by
        the Company, subject to receipt of evidence of issuance referred to in Section 6(a)(ii)(B).

       

      (iv)         The Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or
        complied with by the Buyer at or prior to the Closing Date.

       

      
        22

        
          


      

      (v)          The Buyer shall have executed the form of representation letter in favor of Goldman Sachs & Co. LLC in substantially the same form as Exhibit D attached hereto.

       

      6.           CONDITIONS TO THE BUYER’S OBLIGATION TO PURCHASE.

       

      (a)          The obligation of the Buyer to purchase the Purchased Shares at the Closing is subject to the satisfaction of each of the following conditions, provided that these conditions are for
        the Buyer’s sole benefit and may be waived (in whole or in part) by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:

       

      (i)          The Company has consummated (or shall consummate concurrently with the Closing) the Prism Acquisition Transaction in accordance with the terms of the Prism Merger Agreement.

       

      (ii)         The Company shall have (A) duly executed and delivered to the Buyer each of the Transaction Documents and (B) issued to the Buyer in book-entry form the Purchased Shares at the
        Closing and delivered to the Buyer reasonably available evidence of the Purchased Shares credited to the Buyer’s book-entry account maintained by the transfer agent of the Company.

       

      (iii)        The Buyer shall have received the opinion of Gibson, Dunn & Crutcher LLP, the Company’s outside counsel, dated as of the Closing Date, in substantially the form of Exhibit E
        attached hereto.

       

      (iv)       The Company shall have delivered to the Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, certifying as to the resolutions consistent with
        Section 3(b) as adopted by the Board in a form reasonably acceptable to the Buyer and the Company’s Charter Documents, in the form attached hereto as Exhibit F.

       

      (v)         The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed,
        satisfied or complied with by the Company at or prior to the Closing Date.

       

      (vi)       The Purchased Shares and the Warrant Shares, (I) shall be approved and designated for quotation or listed on the Principal Market, subject to official notice of issuance, and (II) shall
        not be suspended, in each case, on the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either
        (A) in writing by the Commission or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market.

       

      7.            MISCELLANEOUS.

       

      (a)         Specific Performance.  The Buyer, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other party hereto would occur in
        the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable by the remedies available at law (including the payment
        of money damages).  It is accordingly agreed that the Buyer, on the one hand, and the Company, on the other hand (in each case, the “Moving Party”), shall each be entitled to specific enforcement of, and
        injunctive relief to prevent any violation of, the terms hereof, and the other party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is
        available at law or in equity.  This Section 7(a) is not the exclusive remedy for any violation of this Agreement.

       

      
        23

        
          


      

      (b)          Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall
        be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of
        any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the Borough of Manhattan in the City of New York, for the adjudication of any dispute
        hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the
        jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereto irrevocably consents to service of process in the manner
        provided for notices in Section 7(g). Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
          LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT
          OR ANY TRANSACTION CONTEMPLATED HEREBY.

       

      (c)         Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
        shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with the same
        force and effect as if the signature were an original, not a facsimile or .pdf signature.

       

      (d)          Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

       

      (e)         Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of
        competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
        provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and
        the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would
        otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the
        prohibited, invalid or unenforceable provision(s).

       

      
        24

        
          


      

      (f)          Entire Agreement; Amendment and Waiver. This Agreement, the other Transaction Documents and the Prism Transaction Documents supersede all other prior or contemporaneous
        agreements and understandings, both written and oral, between the Buyer, the Company, their Affiliates and Persons acting on their behalf with respect to the subject matter hereof and thereof, and this Agreement, the other Transaction Documents,
        and the instruments referenced herein and therein constitute the full and entire agreement and understanding of the parties with respect to the subject matters hereof and thereof and, except as specifically set forth herein or therein, neither the
        Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to any such matters.  Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance
        and either retroactively or prospectively), only with the written consent of the Company and the Buyer; provided that the conditions to each of the respective parties’ obligations to consummate the transactions contemplated by this Agreement are
        for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable law; provided, however, that any such waiver shall only be effective if made in a written instrument duly
        executed and delivered by the party against whom the waiver is to be effective. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any
        single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.  All remedies hereunder are cumulative and are not exclusive of any other
        remedies provided by law.

       

      (g)         Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement or any of the
        other Transaction Documents must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon delivery, when sent by electronic mail, in each case properly addressed to the party to receive the
        same; or (iii) one business day after deposit with an overnight courier service (provided e-mail notice is sent stating that such communication was sent by overnight courier); provided that any electronic mail transmission is promptly
        confirmed by a responsive electronic communication by the recipient thereof or receipt is otherwise clearly evidenced (excluding out-of-office replies or other automatically generated responses) or is followed up within one business day after
        e-mail by dispatch pursuant to the foregoing clause (i). The addresses and e-mail addresses for such communications shall be:

       

      if to the Company:

       

      PAR Technology Corporation

      8383 Seneca Turnpike

      New Hartford, New York 13413

      	

            	Attention:	
              Bryan Menar

            


      Cathy King

      	

            	E-mail:	
              bryan_menar@partech.com

            


      cathy_king@partech.com

       

      
        25

        
          


      

      with a copy to (for informational purposes only):

       

      Gibson, Dunn & Crutcher LLP

      200 Park Avenue

      New York, NY 10166

      	

            	Attention:	
              Boris Dolgonos

            


      Eduardo Gallardo

      	

            	E-mail:	
              bdolgonos@gibsondunn.com

            


      egallardo@gibsondunn.com

       

      if to the Buyer:

       

      PAR Act III, LLC

      23 Prescott St.

      Brookline, MA 02446

      	

            	Attention:	
              Ron Shaich

            


      	

            	E-mail:	
              ronshaich@act3holdings.com

            


      

      

      with a copy to (for informational purposes only):

       

      Sullivan & Cromwell LLP

      125 Broad St.

      New York, NY 10004

      	

            	Attention:	
              Audra D. Cohen

            


      Matthew B. Goodman

      	

            	E-mail:	
              cohena@sullcrom.com

            


      goodmanm@sullcrom.com

      

      

      or to such other address and/or e-mail address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of
        such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s e-mail containing the time, date, and recipient e-mail
        address, or (C) given by the recipient where notice was provided by an overnight courier service (provided e-mail notice is sent stating that such communication was sent by overnight courier) shall be rebuttable evidence of personal service or
        receipt by e-mail in accordance with clause (i) or (ii) above, respectively.

       

      (h)        Successors and Assigns. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, heirs, and
        permitted assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer. The Buyer shall not assign this Agreement or any rights or obligations hereunder without the prior
        written consent of the Company, except to an Affiliate of the Buyer (provided each such Affiliate agrees to be bound by Section 4(e), Section 4(g), Section 4(h) and provisions in Section 8 (to the extent relevant to the foregoing) of this Agreement
        and makes the same representations and warranties set forth in Section 2(a), Section 2(b), Section 2(d), Section 2(e), Section 2(f), Section 2(h), Section 2(i), Section 2(k) and Section 2(l) of this Agreement).

       

      
        26

        
          


      

      (i)           No Third Party Beneficiaries. This Agreement is intended solely for the benefit of the parties hereto and their respective successors, heirs and permitted assigns, and is not
        for the benefit of, nor may any provision hereof be enforced by, any other Person.

       

      (j)           Survival.  The representations and warranties of the Company contained in Section 3 and the representations and warranties of the Buyer contained in Sections 2(d) through (g)
        shall survive the Closing until the twelve (12) month anniversary of the Closing.  The covenants and agreements of the parties set forth in Section 4 and this Section 7 shall survive the Closing in accordance with their terms.

       

      (k)          Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other
        agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the other Transaction Documents and the consummation of the
        transactions contemplated hereby and thereby.

       

      (l)           Interpretation.

       

      (i)          When a reference is made in this Agreement to an Article, Section, Schedule or Exhibit, such reference shall be to an Article, Section, Schedule or Exhibit of this Agreement unless
        otherwise indicated.

       

      (ii)          Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

       

      (iii)       The words “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the
        Schedules and Exhibits) and not to any particular provision of this Agreement.

       

      (iv)         Unless otherwise specified in this Agreement, the term “dollars” and the symbol “$” mean U.S. dollars for purposes of this Agreement and all amounts in this Agreement shall be paid in
        U.S. dollars.

       

      (v)          The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders
        of such term.

       

      (vi)         Any agreement, instrument or statute defined or referred to in this Agreement means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of
        agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes, in each case, as of the applicable date or during the applicable period of time.

       

      
        27

        
          


      

      (vii)       Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be
        construed as if it is drafted by each of the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

       

      [Signature Page Follows]

       

      
        28

        
          


      

      IN WITNESS WHEREOF, the Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the
        date first written above.

       

      	

            	
              PAR TECHNOLOGY CORPORATION

            
	

            	

            
	

            	
              By:

            	
              /s/ Savneet Singh

            


      	

            	

            	
              Name:

            	
              Savneet Singh

            
	

            	

            	
              Title:

            	
              President and

            
	

            	

            	

            	
              Chief Executive Officer

            


      

      

      [Signature Page to Securities Purchase Agreement]

      

      

      
        
          


      

      IN WITNESS WHEREOF, the Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the
        date first written above.

      

      

      	

            	
              PAR Act III, LLC

            
	

            	

            
	

            	
              By:

            	
              /s/ Ronald M. Shaich

            


      	

            	

            	
              Name:

            	
              Ronald M. Shaich

            
	

            	

            	
              Title:

            	
              Chief Executive Officer

            


      

      

      [Signature Page to Securities Purchase Agreement]