Exhibit 10.6


 


STOCK
PURCHASE AGREEMENT


STOCK
PURCHASE AGREEMENT (the “Agreement”) made as of this  5th day of August, 2019, by and between QPAGOS,
a Nevada corporation (the “Seller”) and Vivi Holdings, Inc., a Delaware corporation (the
“Buyer”).


WITNESSETH:


WHEREAS,
the Seller owns one hundred percent (100%) of the outstanding common stock, $.001 par value (the “Shares”),
of QPAGOS Corporation, a Delaware corporation (the “Company”), and the Buyer desires to purchase from the Seller,
and Seller desires to sell, the Shares upon the terms and conditions hereinafter set forth herein.


NOW, THEREFORE,
in consideration of the mutual covenants and promises herein contained and upon the terms and conditions hereinafter set forth,
the parties hereto, intending to be legally bound, agree as follows:


Article
I

PURCHASE AND SALE OF SHARES.


Upon the terms and
conditions herein contained, at the Closing (as hereinafter defined), the Seller will sell, assign and transfer to the Buyer and
the Buyer will purchase from the Seller all rights of the Seller in and to the Shares (the “Sale”), free and
clear of all liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature
and description.


Article
II

CONSIDERATION


In consideration
for the Shares the Buyer shall issue to the Seller (or its designees) an aggregate of Two Million Two Hundred Fifty Thousand (2,250,000)
fully paid and non-assessable shares of its common stock, $.001 par value (the “Buyer Common Stock”)[1].


Article
III

CLOSING


The closing of the
transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Buyer, at 10:00
a.m. (local time) on the date that is two business days following the satisfaction or waiver of each of the conditions set forth
in Article VIII unless Buyer and Seller agree otherwise. simultaneously with the execution of this Agreement.


Article
IV

SELLER REPRESENTATIONS AND WARRANTIES.


Seller hereby represents
and warrants to Buyer, as of the date hereof and as of the Closing Date as though made at the Closing Date, subject to such exceptions
as are specifically disclosed in writing (with reference to a specific section of this Agreement to which each such exception applies;
provided, however, that if any section of the Seller Disclosure Letter, as defined below, discloses
an item or information in such a way as to make its relevance to the disclosure required by another section reasonably apparent
based upon the substance of such disclosure, the matter shall be deemed to have been disclosed in such other section of the Seller
Disclosure Letter, notwithstanding the omission of an appropriate cross-reference to such other section) in a disclosure letter
supplied by Seller to Buyer, dated as of the date hereof and certified by a duly authorized officer of Seller (the “Seller
Disclosure Letter”), as follows:


4.1             
Organization and Qualification.


(a)               
Each of Seller, the Company and the Company’s subsidiaries is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own,
lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and
its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates,
approvals and orders (“Approvals”) necessary to own, lease and operate the properties it purports to own, operate
or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not,
individually or in the aggregate, have a Material Adverse Effect (as defined in Section 11.3(c)) on the Company or its subsidiaries.
Each of the Company and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good
standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities
makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing
that would not, either individually or in the aggregate, have a Material Adverse Effect on the Company or its subsidiaries.


(b)              
The Company has no subsidiaries except for the entities identified in Section 4.1(b) of the Seller Disclosure
Letter. Neither the Company nor any of its subsidiaries has agreed, is it obligated to make, or is bound by, any written, oral
or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license,
sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, as of the date hereof or as may hereafter
be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.
Neither the Company nor any of its subsidiaries directly or indirectly owns any equity or similar interest in or any interest convertible,
exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business,
association or entity.


4.2             
Certificate of Incorporation and Bylaws. The Company and each of its subsidiaries has previously furnished to Buyer
a complete and correct copy of its Certificate of Incorporation and Bylaws or any equivalent organizational documents, as amended
to date. Such Certificate of Incorporation, Bylaws and equivalent organizational documents of the Company and each of its subsidiaries
are in full force and effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of its
Certificate of Incorporation or Bylaws or equivalent organizational documents.


4.3             
Capitalization.


(a)               
The authorized capital stock of the Company consists of fifty million (50,000,000) shares of common stock, $.001 par value,
and ten million (10,000,000) shares of preferred stock, $.001 par value, of which only the Shares are issued and outstanding. The
Shares have been duly authorized and are validly issued, fully paid and non-assessable. Except as set forth in Section 4.3(a)
of the Seller Disclosure Letter, the Company owns all of the issued and outstanding shares of its subsidiaries, which shares have
been duly authorized and are validly issued, fully paid and non-assessable. The Shares and all outstanding shares of capital stock
of each subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other
applicable federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution,
ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise
put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in
applicable contracts, agreements, and instruments.


(b)              
Seller owns the Shares free and clear of all liens, pledges, hypothecations, charges, mortgages, security interests, encumbrances,
claims, infringements, interferences, options, right of first refusals, preemptive rights, community property interests or restriction
of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other
asset, any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset) directly or indirectly
through one or more subsidiaries, as of the date of this Agreement, there are no equity securities, partnership interests or similar
ownership interests of any class of equity security of the Company or any subsidiary of the Company, or any security exchangeable
or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved
for issuance or outstanding. There are no subscriptions, options, warrants, equity securities, partnership interests or similar
ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Seller, the
Company or any of their subsidiaries is a party or by which they are bound obligating Seller, the Company or any of their subsidiaries
to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase,
redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of the Company
or any of its subsidiaries or obligating the Company or any of its subsidiaries to grant, extend, accelerate the vesting of or
enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. As of the date of this
Agreement, there are no registration rights and there is, no voting trust, proxy, rights plan, antitakeover plan or other agreement
or understanding to which the Company or any of its subsidiaries is a party or by which they are bound with respect to any equity
security of any class of Company or with respect to any equity security, partnership interest or similar ownership interest of
any class of any of its subsidiaries.


4.4             
Authority Relative to this Agreement. Seller has all necessary corporate power and authority to execute and deliver
this Agreement and to perform its obligations hereunder and, subject to obtaining the approval of the stockholders of Seller of
the Sale, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller and the consummation
by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate
action on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement
or to consummate the transactions so contemplated (other than, with respect to the Sale, the approval and adoption of this Agreement
and the approval of the Sale by holders of a majority of the outstanding shares of Seller’s capital stock in accordance
with Nevada Law and Seller’s Articles of Incorporation and Bylaws). This Agreement has been duly and validly executed and
delivered by Seller and, assuming the due authorization, execution and delivery by Buyer, constitutes legal and binding obligations
of Seller, enforceable against Seller in accordance with their respective terms.


4.5            No Conflict; Required Filings and Consents.


(a)               
The execution and delivery of this Agreement by Seller does not, and the performance of this Agreement by Seller will not,
(i) conflict with or violate the Articles of Incorporation or Bylaws or equivalent organizational documents of Seller or any of
its subsidiaries, (ii) subject to obtaining the approval of Seller’s stockholders in favor of approval and adoption of this
Agreement and approval of the Sale, and obtaining the consents, approvals, authorizations and permits and making registrations,
filings and notifications set forth in Section 4.5(b) hereof (or Section 4.5(b) of the Seller Disclosure
Letter), to the best of Seller’s knowledge, conflict with or violate any law, rule, regulation, order, judgment or decree
applicable to Seller, the Company or any of their subsidiaries or by which any of their respective properties is bound or affected,
or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a
default) under, or impair the Company’s or any of its subsidiaries rights or alter the rights or obligations of any third
party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation
of a lien or encumbrance on any of the properties or assets of the Company or any of its subsidiaries pursuant to, any material
note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which
Seller, the Company or any of their subsidiaries is a party or by which Seller, the Company, any of their subsidiaries or any of
their respective properties are bound or affected, except in the case of clauses (ii) and (iii), to the extent such conflict, violation,
breach, default, impairment or other effect could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on the Company or its subsidiaries.


(b)              
The execution and delivery of this Agreement by Seller does not, and the performance of this Agreement by Seller will not,
require any consent, approval, authorization or permit of, or registration, filing with or notification to, any court, administrative
agency, commission, governmental or regulatory authority, domestic or foreign (each, a “Governmental Entity”
and, collectively, “Governmental Entities”), except for (i) applicable requirements, if any, of the Securities
Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), state securities laws (“Blue Sky Laws”), and the rules and regulations promulgated thereunder
and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications,
(A) would not prevent consummation of the Sale or otherwise prevent Seller from performing its obligations under this Agreement,
or (B) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or
its subsidiaries.


4.6             
SEC Filings. Seller has made available to Buyer a correct and complete copy of each report, schedule, registration
statement and definitive proxy statement filed by Seller with the Securities and Exchange Commission (the “SEC”) on
or after January 1, 2018 and prior to the date of this Agreement (the “Seller SEC Reports”), which are all the forms,
reports and documents required to be filed by Seller with the SEC since such date. The Seller SEC Reports (i) were prepared
in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time
they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing)
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 light of the circumstances under which they were made, not misleading. Neither the Company
nor any of its subsidiaries is required to file any reports or other documents with the SEC.


4.7             
Compliance; Permits.


(a)               
Neither the Company nor any of its subsidiaries is in conflict with, or in default or violation of, (i) any law, rule, regulation,
order, judgment or decree applicable to the Company or any of its subsidiaries or by which its or any of their properties is bound
or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries
or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations that (individually
or in the aggregate) would not have a Material Adverse Effect on the Company or its subsidiaries. No investigation or review by
any governmental or regulatory body or authority is pending or, to the knowledge of Seller, threatened against the Company or its
subsidiaries, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than,
in each such case, those the outcome of which could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on the Company or its subsidiaries.


(b)              
The Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from Governmental
Entities which are material to the operation of the business of the Company and its subsidiaries (collectively, the “Company
Permits”). The Company and its subsidiaries are in compliance in all material respects with the terms of the Company
Permits.


4.8             
No Undisclosed Liabilities. Neither the Company nor any of its subsidiaries has any liabilities (absolute, accrued,
contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial
statements prepared in accordance with GAAP, which are, individually or in the aggregate, material to the business, results of
operations, financial condition or prospects of the Company and its subsidiaries taken as a whole except (i) liabilities provided
for in the Seller SEC Reports, (ii) liabilities reflected in the Seller Disclosure Letter, or (iii) liabilities incurred since
the date reflected in the Seller SEC Reports in the ordinary course of business.


4.9             
Absence of Certain Changes or Events. Since the date of the last filed Seller SEC Report, there has not been: (i)
any Material Adverse Effect on the Company or any of its subsidiaries, (ii) any declaration, setting aside or payment of any dividend
on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its subsidiaries’
capital stock, or any purchase, redemption or other acquisition by Seller or the Company of any of the Company’s capital
stock or any other securities of the Company or its subsidiaries or any options, warrants, calls or rights to acquire any such
shares or other securities, (iii) any split, combination or reclassification of any of the Company’s or any of its subsidiaries’
capital stock, (iv) any granting by the Company or any of its subsidiaries of any increase in compensation or fringe benefits,
except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment
by the Company or any of its subsidiaries of any bonus, except for bonuses made in the ordinary course of business consistent
with past practice, or any granting by the Company or any of its subsidiaries of any increase in severance or termination pay
or any entry by the Company or any of its subsidiaries into any currently effective employment, severance, termination or indemnification
agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence
of a transaction involving Seller of the nature contemplated hereby, (v) entry by the Company or any of its subsidiaries
into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in
Section 4.18 hereof) other than licenses in the ordinary course of business consistent with past practice, and other than
any licenses disclosed on Section 4.18(j) of the Seller Disclosure Letter, (vi) any material change by the Company in its
accounting methods, principles or practices, except as required by concurrent changes in GAAP, (vii) any revaluation by the Company
or any of its subsidiaries of any of its or their assets, including, without limitation, writing down the value of capitalized
inventory or writing off notes or accounts receivable, or (viii) any sale of assets of the Company or its subsidiaries other than
in the ordinary course of business.


4.10         
Absence of Litigation. Except as set forth in Section 4.10 of the Seller Disclosure Letter, there are no claims,
actions, suits or proceedings pending or, to the knowledge of Seller, threatened (or, to the knowledge of Seller, any governmental
or regulatory investigation pending or threatened) against the Company or any of its subsidiaries or any properties or rights
of the Company or any of its subsidiaries, before any Governmental Entity.


4.11         
Employee Benefit Plans.


(a)               
Neither the Company nor any of its subsidiaries has at any time ever maintained, established, sponsored, participated in,
or contributed to, any employee compensation, incentive, fringe or benefit plans, programs, policies, commitments or other arrangements
(whether or not set forth in a written document and including, without limitation, all “employee benefit plans” (within
the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) covering
(i) any active or former employee, director or consultant of the Company, (ii) any subsidiary of the Company, or (iii) any trade
or business (whether or not incorporated) which is a member of a controlled group or which is under common control with the Company
within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”), or with respect
to which the Company or any of its subsidiaries has or, to Seller’s knowledge, may in the future have liability.


(b)              
Neither the Company nor any of its subsidiaries has at any time ever maintained, established, sponsored, participated in,
or contributed to any plan subject to Title IV of ERISA or Section 412 of the Code and at no time has Seller or any of its
subsidiaries contributed to or been requested to contribute to any “multiemployer plan,” as such term is defined in
ERISA or to any plan described in Section 413(c) of the Code. Neither the Company, any of its subsidiaries, nor any officer or
director of the Company or any of its subsidiaries is subject to any liability or penalty under Section 4975 through 4980B of the
Code or Title I of ERISA. There are no audits, inquiries or proceedings pending or, to the knowledge of Seller, threatened by the
Internal Revenue Service or Department of Labor with respect to any employee benefit plan of the Company or any of its subsidiaries.


(c)               
Neither the Company nor any of its subsidiaries has in any material respect, violated any of the health continuation requirements
of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the requirements of Family
Medical Leave Act of 1993, as amended, the requirements of the Women’s Health and Cancer Rights Act, as amended, the requirements
of the Newborns’ and Mothers’ Health Protection Act of 1996, as amended, or any similar provisions of state law applicable
to employees of the Company or any of its subsidiaries.


(d)              
Neither the Company nor any of its subsidiaries is bound by or subject to (and none of its respective assets or properties
is bound by or subject to) any arrangement with any labor union. No employee of the Company or any of its subsidiaries is represented
by any labor union or covered by any collective bargaining agreement and, to the knowledge of Seller, no campaign to establish
such representation is in progress. There is no pending or, to the knowledge of Seller, threatened labor dispute involving the
Company or any of its subsidiaries and any group of its employees nor has the Company or any of its subsidiaries experienced any
labor interruptions over the past three (3) years, and the Company and its subsidiaries consider their relationships with their
employees to be good. The Company and its subsidiaries are in compliance in all material respects with all applicable foreign,
federal, state and local laws, rules and regulations regarding employment, employment practices, terms and conditions of employment
and wages and hours.


(e)               
Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result
in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any stockholder,
director or employee of the Company or any of its subsidiaries.


4.12         
Labor Matters. (i) There are no controversies pending or, to the knowledge of Seller, threatened, between the Company
or any of its subsidiaries and any of their respective employees; (ii) as of the date of this Agreement, neither the Company nor
any of its subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons
employed by the Company or its subsidiaries nor does the Company or its subsidiaries know of any activities or proceedings of
any labor union to organize any such employees; and (iii) as of the date of this Agreement, neither the Company nor any of its
subsidiaries has any knowledge of any strikes, slowdowns, work stoppages or lockouts, or threats thereof, by or with respect to
any employees of the Company or any of its subsidiaries.


4.13         
Restrictions on Business Activities. There is no agreement, commitment, judgment, injunction, order or decree binding
upon the Company or any of its subsidiaries or to which the Company or any of its subsidiaries is a party or any of its subsidiaries
which has or could reasonably be expected to have the effect, in any material respect, of prohibiting or impairing any present
business practice of the Company or any of its subsidiaries, any acquisition of property by the Company or any of its subsidiaries
or the conduct of business by the Company or any of its subsidiaries as currently conducted.


4.14         
Title to Property. Except as set forth on Section 4.14 of the Seller Disclosure Letter, neither the Company
nor any of its subsidiaries owns any material real property. Except as set forth on Section 4.14 of the Seller Disclosure
Letter, the Company and each of its subsidiaries have good and defensible title to all of their material real and personal properties
and assets, free and clear of all liens, charges and encumbrances except liens for taxes not yet due and payable and such liens
or other imperfections of title, if any, as do not materially detract from the value of or interfere with the present use of the
property affected thereby; and all leases pursuant to which the Company or any of its subsidiaries lease from others material
amounts of real or personal property are in good standing, valid and effective in accordance with their respective terms, and
there is not, under any of such leases, any existing material default or event of default (or any event which with notice or lapse
of time, or both, would constitute a material default and in respect of which the Company or subsidiary has not taken adequate
steps to prevent such default from occurring). All the plants, structures and equipment owned by or being acquired under a capital
lease by the Company and its subsidiaries, except such as may be under construction, are in good operating condition and repair,
in all material respects, subject to normal wear and tear.


4.15         
Taxes.


(a)               
Definition of Taxes. For all purposes of and under this Agreement, “Tax” or “Taxes”
refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions
and liabilities relating to taxes, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation,
and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together
with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements
with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.


(b)              
Tax Returns and Audits.


(i)                
The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, information
statements and reports (“Company Returns”) relating to Taxes required to be filed by the Company and each of
its subsidiaries with any Tax authority, except such Returns which are not material to the Company or which are for taxes being
contested. Such Company Returns are true and correct in all material respects, have been completed in accordance with applicable
law, and all Taxes shown to be due on such Company Returns have been paid. There are no liens for Taxes (other than Taxes not yet
due and payable) upon any assets of the Company or any of its subsidiaries.


(ii)              
The Company and each of its subsidiaries as of the Closing Date will have withheld with respect to its employees all federal
and state income taxes, Taxes pursuant to the Federal Insurance Contribution Act (“FICA”), Taxes pursuant to
the Federal Unemployment Tax Act (“FUTA”) and other Taxes required to be withheld.


(iii)            
Neither the Company nor any of its subsidiaries has been delinquent in the payment of any material Tax nor is there any
material Tax deficiency outstanding, proposed or assessed against the Company or any of its subsidiaries, nor has the Company or
any of its subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment
or collection of any Tax.


(iv)            
No audit or other examination of Company Return by any Tax authority is presently in progress, nor has the Company or any
of its subsidiaries been notified of any request for such an audit or other examination.


(v)              
No adjustment relating to any Company Returns filed by the Company or any of its subsidiaries has been proposed in writing
formally or informally by any Tax authority to the Company or any of its subsidiaries or any representative thereof.


(vi)            
Neither the Company nor any of its subsidiaries has any liability for any material unpaid Taxes, contingent or otherwise,
which is material to the Company or its subsidiaries, other than any liability for unpaid Taxes that may have accrued since the
date reflected in the Seller SEC Reports in connection with the operation of the business of the Company and its subsidiaries in
the ordinary course.


(vii)          
There is no contract, agreement, plan or arrangement to which the Company or any of its subsidiaries is a party as of the
date of this Agreement, including but not limited to the provisions of this Agreement, covering any employee or former employee
of the Company or any of its subsidiaries that, individually or collectively, would reasonably be expected to give rise to the
payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Code. There is no contract,
agreement, plan or arrangement to which Seller is a party or by which it is bound to compensate any individual for excise taxes
paid pursuant to Section 4999 of the Code.


(viii)        
Neither the Company nor any of its subsidiaries has filed any consent agreement under Section 341(f) of the Code or agreed
to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the
Code) owned by the Company or any of its subsidiaries.


(ix)            
Neither the Company nor any of its subsidiaries is party to or has any obligation under any tax-sharing, tax indemnity or
tax allocation agreement or arrangement.


(x)              
None of the Company’s or its subsidiaries’ assets are tax exempt use property within the meaning of Section
168(h) of the Code.


(xi)            
Neither the Company nor any subsidiary of the Company has participated as either a “distributing corporation”
or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the
Code.


4.16         
Environmental Matters. Except as set forth on Section 4.17 of the Seller Disclosure Letter, the operations
of the Company and each of its subsidiaries are and have been in compliance in all material respects with all applicable Environmental
Laws (as defined below), which compliance includes obtaining, maintaining in good standing and complying in all material respects
with all Environmental Permits (as defined below) and no action or proceeding is pending or threatened to revoke, modify or terminate
any such Environmental Permit, and, to the knowledge of Seller, no facts, circumstances or conditions currently exist that could
adversely affect such continued compliance with Environmental Laws and Environmental Permits or require currently unbudgeted capital
expenditures to achieve or maintain such continued compliance with Environmental Laws and Environmental Permits.


“Environmental
Law” means any law, as now or hereafter in effect, in any way relating to the protection of human health and safety,
the environment or natural resources including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C.
§ 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. § 1801 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.),
the Clean Air Act (42 U.S.C. § 7401 et seq.) the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.),
the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), and the Occupational Safety and
Health Act (29 U.S.C. § 651 et seq.), as each has been or may be amended and the regulations promulgated pursuant
thereto.


“Environmental
Permit” means any permit required by Environmental Laws for the operation of such company.


4.17         
Brokers. Seller has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders
fees or agent’s commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.


4.18         
Intellectual Property.


(a)               
For the purposes of this Agreement, the following terms have the following definitions:


(i)                
“Intellectual Property” means any or all of the following and all rights in, arising out of, or associated
therewith: (i) all United States, international and foreign patents and applications therefor and all reissues, divisions, renewals,
extensions, provisionals, continuations and continuations-in-part thereof; (ii) all inventions (whether patentable or not), invention
disclosures, improvements, trade secrets, proprietary information, know how, technology, technical data and customer lists, and
all documentation relating to any of the foregoing; (iii) all copyrights, copyrights registrations and applications therefor, and
all other rights corresponding thereto throughout the world; (iv) all mask works, mask work registrations and applications therefor,
and any equivalent or similar rights in semiconductor masks, layouts, architectures or topology; (v) domain names, uniform resource
locators and other names and locators associated with the Internet, (vi) all computer software, including all source code, object
code, firmware, development tools, files, records and data, and all media on which any of the foregoing is recorded; (vii) all
industrial designs and any registrations and applications therefor throughout the world; (viii) all trade names, logos, common
law trademarks and service marks, trademark and service mark registrations and applications therefor throughout the world; (ix)
all databases and data collections and all rights therein throughout the world; (x) all moral and economic rights of authors and
inventors, however denominated, throughout the world, and (xi) any similar or equivalent rights to any of the foregoing anywhere
in the world.


(ii)              
“Company Intellectual Property” shall mean any Intellectual Property that is owned by, or exclusively
licensed to, the Company or any of its subsidiaries.


(iii)            
“Registered Intellectual Property” means all United States, international and foreign: (i) patents and
patent applications (including provisional applications); (ii) registered trademarks, applications to register trademarks, intent-to-use
applications, or other registrations or applications related to trademarks; (iii) registered copyrights and applications for copyright
registration; and (iv) any other Intellectual Property that is the subject of an application, certificate, filing, registration
or other document issued, filed with, or recorded by any state, government or other public legal authority.


(iv)            
“Company Registered Intellectual Property” means all of the Registered Intellectual Property owned by,
or filed in the name of, the Company or any of its subsidiaries.


(b)              
Section 4.18(b) of the Seller Disclosure Letter contains a complete and accurate list of (i) all Company Registered
Intellectual Property and specifies, where applicable, the jurisdictions in which each such item of Company Registered Intellectual
Property has been issued or registered, and (ii) all proceedings or actions before any court or tribunal (including the United
States Patent and Trademark Office (the “PTO”) or equivalent authority anywhere else in the world) related to
any of Company Registered Intellectual Property.


(c)               
Section 4.18(c) of the Seller Disclosure Letter contains a complete and accurate list (by name and version number)
of all products, software or service offerings of the Company or any of its subsidiaries (collectively, “Company Products”)
that have been sold, distributed or otherwise disposed of in the five (5)-year period preceding the date hereof or which the Company
or any of its subsidiaries currently intends to sell, distribute or otherwise dispose of in the future, including any products
or service offerings under development.


(d)              
No Company Intellectual Property or Company Product is subject to any proceeding or outstanding decree, order, judgment,
contract, license, agreement, or stipulation restricting in any manner the use, transfer, or licensing thereof by the Company or
any of its subsidiaries, or which may affect the validity, use or enforceability of such Company Intellectual Property or Company
Product.


(e)               
Each item of Company Registered Intellectual Property is valid and subsisting, all necessary registration, maintenance and
renewal fees currently due in connection with such Company Registered Intellectual Property have been made and all necessary documents,
recordations and certificates in connection with such Company Registered Intellectual Property have been filed with the relevant
patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes
of prosecuting, maintaining or perfecting such Company Registered Intellectual Property.


(f)               
Section 4.18(f) of the Seller Disclosure Letter contains a complete and accurate list of all actions that are
required to be taken by the Company within ninety (90) days of the date hereof with respect to any of Company Registered Intellectual
Property.


(g)              
The Company owns and has good and exclusive title to each item of Company Intellectual Property owned by it, free and clear
of any lien or encumbrance (excluding non-exclusive licenses and related restrictions granted in the ordinary course). Without
limiting the generality of the foregoing, (i) to the knowledge of Seller, the Company or its subsidiaries are the exclusive owner
of all trademarks and trade names used in connection with the operation or conduct of the business of the Company and its subsidiaries,
including the sale, distribution or provision of any Company Products by the Company or any of its subsidiaries, (ii) the Company
or its subsidiaries own exclusively, and have good title to, all copyrighted works that are included or incorporated into Company
Products or which the Company or any of its subsidiaries otherwise purports to own, and (iii) to the knowledge of the Seller, the
manufacture, sale or use of Company Products does not infringe any patents.


(h)              
To the extent that any technology, software or Intellectual Property has been developed or created independently or jointly
by a third party for the Company or any of its subsidiaries, or is incorporated into any of Company Products, the Company and its
subsidiaries have a written agreement with such third party with respect thereto and the Company and its subsidiaries thereby either
(i) have obtained ownership of, and are the exclusive owner of, or (ii) have obtained perpetual, irrevocable, worldwide non-terminable
licenses (sufficient for the conduct of its business as currently conducted and as proposed to be conducted) to all such third
party’s Intellectual Property in such work, material or invention by operation of law or by valid assignment or license,
to the fullest extent it is legally possible to do so.


(i)                
Neither the Company nor any of its subsidiaries has transferred ownership of, or granted any exclusive license with respect
to, any Intellectual Property that is or was Company Intellectual Property, to any third party, or knowingly permitted the Company’s
rights in such Company Intellectual Property to lapse or enter the public domain other than for trademarks for Company Products
no longer sold by the Company for which the Company has let the applicable trademark rights become abandoned in the Company’s
ordinary course of business.


(j)                
Other than “shrink wrapped” and similar widely available commercial end-user licenses, Section 4.18(j)
of the Seller Disclosure Letter contains a complete and accurate list of all contracts, licenses and agreements to which the Company
or any of its subsidiaries is a party (i) with respect to Company Intellectual Property licensed or transferred to any third party,
or (ii) pursuant to which a third party has licensed or transferred any material Intellectual Property to the Company or any of
its subsidiaries.


(k)              
All contracts, licenses and agreements relating to either (i) Company Intellectual Property or (ii) Intellectual Property
of a third party licensed to the Company or any of its subsidiaries, are, to the knowledge of Seller, in full force and effect.
The consummation of the transactions contemplated by this Agreement will neither violate nor result in the breach, modification,
cancellation, termination, suspension of, or acceleration of any payments with respect to, such contracts, licenses and agreements.
Each of the Company and its subsidiaries is in material compliance with, and has not materially breached any term of any such contracts,
licenses and agreements and, to the knowledge of Seller, all other parties to such contracts, licenses and agreements are in compliance
with, and have not materially breached any term of, such contracts, licenses and agreements. Following the Closing Date, the Buyer
will be permitted to exercise all of the Company’s and its subsidiaries’ rights under such contracts, licenses and
agreements to the same extent the Company and its subsidiaries would have been able to had the transactions contemplated by this
Agreement not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or
payments which the Company or any of its subsidiaries would otherwise be required to pay. Following the Closing Date, the Buyer
will be permitted to exercise all of the Company’s and its subsidiaries’ rights under such contracts, licenses and
agreements to the same extent as the Company and its subsidiaries would have been able to had the transactions contemplated by
this Agreement not occurred and without being required to pay any additional amounts or consideration other than fees, royalties
or payments which the Company or its subsidiaries would otherwise be required to pay had such transactions contemplated hereby
not occurred.


(l)                
The operation of the business of the Company and its subsidiaries as such business currently is conducted, including (i)
the Company’s and its subsidiaries’ design, development, manufacture, distribution, reproduction, marketing or sale
of the products, software or services of the Company and its subsidiaries (including Company Products), and (ii) the Company’s
use of any product, device or process, to the knowledge of Seller, has not, does not and will not infringe or misappropriate the
Intellectual Property of any third party or, to its knowledge, constitute unfair competition or trade practices under the laws
of any jurisdiction.


(m)            
Company Intellectual Property constitutes all the Intellectual Property owned by the Company or exclusively licensed to
the Company and used in and/or necessary to the conduct of the business of the Company and its subsidiaries as it currently is
conducted, and as it is currently planned or contemplated to be conducted by the Company and its subsidiaries, including, without
limitation, the design, development, manufacture, use, import and sale of products, technology and performance of services (including
Company Products).


(n)              
Neither the Company nor any of its subsidiaries has received notice from any third party that the operation of the business
of the Company or any of its subsidiaries or any act, product or service of the Company or any of its subsidiaries, infringes or
misappropriates the Intellectual Property of any third party or constitutes unfair competition or trade practices under the laws
of any jurisdiction.


(o)              
To the knowledge of Seller, no person has or is infringing or misappropriating any Company Intellectual Property.


(p)              
The Company and each of its subsidiaries has taken reasonable steps to protect the Company’s and its subsidiaries’
rights in the Company’s confidential information and trade secrets that it wishes to protect or any trade secrets or confidential
information of third parties provided to the Company or any of its subsidiaries, and, without limiting the foregoing, each of the
Company and its subsidiaries has and enforces a policy requiring each employee and contractor to execute a proprietary information/confidentiality
agreement substantially in the form provided to Buyer and all current and former employees and contractors of the Company and any
of its subsidiaries have executed such an agreement, except where the failure to do so is not reasonably expected to be material
to the Company.


4.19         
Agreements, Contracts and Commitments.


(a)               
Except as set forth on Section 4.19(a) of the Seller Disclosure Letter, neither the Company nor any of its subsidiaries
is a party to or is bound by:


(i)                
any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or
member of the Company’s Board of Directors, other than those that are terminable by the Company or any of its subsidiaries
on no more than thirty (30) days notice without liability or financial obligation to the Company;


(ii)              
any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase
plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence
of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the
basis of any of the transactions contemplated by this Agreement;


(iii)            
any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection
with the sale, license, distribution, reselling or other transfer of software products in the ordinary course of business or in
connection with the provision of services in the ordinary course of business;


(iv)            
any agreement, contract or commitment containing any covenant limiting in any respect the right of the Company or any of
its subsidiaries to engage in any line of business presently conducted by the Company or any subsidiary, or to compete with any
person or granting any exclusive distribution rights;


(v)              
any agreement, contract or commitment currently in force relating to the disposition or acquisition by the Company or any
of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant
to which the Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture
or other business enterprise other than the Company’s subsidiaries;


(vi)            
any dealer, distributor, joint marketing or development agreement currently in force under which the Company or any of its
subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled
without penalty upon notice of sixty (60) days or less, or any material agreement pursuant to which the Company or any of its subsidiaries
have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part,
by Seller or any of its subsidiaries and which may not be canceled without penalty upon notice of sixty (60) days or less;


(vii)          
any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology
that is material to the Company and its subsidiaries taken as a whole;


(viii)        
any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Company
Products, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Company Products,
services or technology, except agreements with distributors or sales representative in the normal course of business cancelable
without penalty upon written notice of ninety (90) days or less;


(ix)            
any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments
relating to the borrowing of money or extension of credit;


(x)              
any material settlement agreement entered into within three (3) years prior to the date of this Agreement; or


(xi)            
any other material agreement, contract or commitment currently in force that is outside the ordinary course of business
or that has a value of $50,000 or more within a twelve (12) month period in any individual case.


(b)              
Neither the Company nor any of its subsidiaries, nor to Seller’s knowledge any other party to a Company Contract (as
defined below), is in material breach, violation or default under, and neither the Company nor any of its subsidiaries has received
written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements,
contracts or commitments to which the Company or any of its subsidiaries is a party or by which it is bound that are required to
be set forth in the Seller Disclosure Letter (any such agreement, contract or commitment, a “Company Contract”)
in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party
to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).


4.20         
Insurance. The Company maintains insurance policies and fidelity bonds covering the assets, business, equipment,
properties, operations, employees, officers and directors of the Company and its subsidiaries (collectively, the “Insurance
Policies”) which are of the type and in amounts customarily carried by persons conducting businesses similar to those of
the Company and its subsidiaries. There is no material claim by the Company or any of its subsidiaries pending under any of the
Insurance Policies as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds.
The Company is not aware of, and has not received notice under any Insurance Policies of, (i) an insurer’s intention or
threat to cancel or terminate any of the Insurance Policies, (ii) an insurer’s intention or threat to increase the premiums
due under any of the Insurance Policies.


4.21         
Board Approval. The Board of Directors of Seller has, as of the date of this Agreement,


(i)                
approved this Agreement and the transactions contemplated hereby, subject to stockholder approval,


(ii)              
determined that the Sale is fair to and in the best interests of the stockholders of Seller, and


(iii)            
recommended that the stockholders of Seller approve and adopt this Agreement and approve the Sale.


4.22         
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Seller’s common
stock, $.001 par value (“Seller Common Stock”), is the only vote of the holders of any class or series of Seller’s
capital stock necessary to approve and adopt this Agreement and approve the Sale.


Article
V

BUYER REPRESENTATIONS AND WARRANTIES.


Buyer hereby represents
and warrants to Seller, as of the date hereof and as of the Closing Date as though made at the Closing Date, subject to such exceptions
as are specifically disclosed in writing (with reference to the specific sections of this Agreement to which each such exception
applies; provided, however, that if any section of the Buyer Disclosure Letter, as defined below, discloses
an item or information in such a way as to make its relevance to the disclosure required by another section reasonably apparent
based upon the substance of such disclosure, the matter shall be deemed to have been disclosed in such other section of the Buyer
Disclosure Letter, notwithstanding the omission of an appropriate cross-reference to such other section) in the disclosure letter
supplied by Buyer to Seller, dated as of the date hereof and certified by a duly authorized officer of Buyer (the “Buyer
Disclosure Letter”), as follows:


5.1             
Organization and Qualification; subsidiaries.


(a)               
Each of Buyer and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, lease and operate its assets
and properties and to carry on its business as it is now being conducted. Each of Buyer and its subsidiaries is in possession of
all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business
as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, have
a Material Adverse Effect on Buyer. Each of Buyer and its subsidiaries is duly qualified or licensed as a foreign corporation to
do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it
or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified
or licensed and in good standing that would not, either individually or in the aggregate, have a Material Adverse Effect on Buyer
or its subsidiaries.


(b)              
Buyer has no subsidiaries except for the corporations identified in Section 5.1(b) of the Buyer Disclosure Letter.
Neither Buyer nor any of its subsidiaries has agreed, is obligated to make, or is bound by, any written, oral or other agreement,
contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license,
insurance policy, benefit plan, commitment, or undertaking of any nature, as of the date hereof or as may hereafter be in effect
under which it may become obligated to make, any future investment in or capital contribution to any other entity. Neither Buyer
nor any of its subsidiaries directly or indirectly owns any equity or similar interest in or any interest convertible, exchangeable
or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business, association
or entity.


5.2             
Certificate of Incorporation and Bylaws. Buyer and each of its subsidiaries has previously furnished to Seller a
complete and correct copy of its Certificate of Incorporation and Bylaws as amended to date. Such Certificate of Incorporation,
Bylaws and equivalent organizational documents of Buyer and each of its subsidiaries are in full force and effect. Neither Buyer
nor any of its subsidiaries is in violation of any of the provisions of its Certificate of Incorporation or Bylaws or equivalent
organizational documents.


5.3             
Capitalization.


(a)               
The authorized capital stock of Buyer consists of 480,000,000 shares of Buyer Common Stock and 20,000,000 shares of Preferred
Stock, including 1,000 shares of Series A Preferred Stock and 10,000 shares of Series B Preferred Stock. As of the close of business
on the date hereof, (i) [93,980,312] shares of Buyer Common Stock were issued and outstanding, all of which are validly issued,
fully paid and nonassessable, (ii) no shares of Buyer Common Stock were held in treasury by Buyer or by any subsidiaries of Buyer,
(iii) {disclose outstanding options and warrants}. As of the date hereof, 1,000 shares of Buyer Series A Preferred Stock and no
shares of Series B Preferred Stock were issued or outstanding. All outstanding shares of Buyer Common Stock, all outstanding Buyer
Stock Options, and all outstanding shares of capital stock of each subsidiary of Buyer have been issued and granted in compliance
with (i) all applicable securities laws and other applicable federal, state, local, municipal, foreign or other law, statute, constitution,
principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted,
promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity and (ii) all requirements
set forth in applicable contracts, agreements, and instruments.


(b)              
Except for securities that Buyer owns free and clear of all liens, pledges, hypothecations, charges, mortgages, security
interests, encumbrances, claims, infringements, interferences, options, right of first refusals, preemptive rights, community property
interests or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer
of any security or other asset, any restriction on the possession, exercise or transfer of any other attribute of ownership of
any asset) directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership
interests of subsidiaries of Buyer that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction
of organization of such subsidiaries (which shares or other interests do not materially impact Buyer’s control of such subsidiaries),
as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class
of equity security of any subsidiary of Buyer, or any security exchangeable or convertible into or exercisable for such equity
securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth
in Section 5.3(b) of the Buyer Disclosure Letter or as set forth in Section 5.3(a) hereof, there are no
subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including
preemptive rights), commitments or agreements of any character to which Buyer or any of its subsidiaries is a party or by which
it is bound obligating Buyer or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or
repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership
interests or similar ownership interests of Buyer or any of its subsidiaries or obligating Buyer or any of its subsidiaries to
grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment
or agreement. As of the date of this Agreement, except as contemplated by this Agreement, there are no registration rights and
there is, except for the Voting Agreements, no voting trust, proxy, rights plan, antitakeover plan or other agreement or understanding
to which Buyer or any of its subsidiaries is a party or by which they are bound with respect to any equity security of any class
of Buyer or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its
subsidiaries.


(c)               
The shares of Buyer Common Stock to be issued pursuant to the Sale, when issued and delivered in accordance with this Agreement,
will be duly authorized, validly issued, fully paid and non-assessable and issued in compliance with federal and state securities
laws free and clear of all liens, charges, encumbrances.


5.4             
Authority Relative to this Agreement. Buyer has all necessary corporate power and authority to execute and deliver
this Agreement, and to perform its obligations hereunder and thereunder, to consummate the transactions contemplated hereby and
thereby. The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated
hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Buyer and no other corporate
proceedings on the part of Buyer are necessary to authorize this Agreement or to consummate the transactions so contemplated.
This Agreement have been duly and validly executed and delivered by Buyer and, assuming the due authorization, execution and delivery
by Seller, constitute legal and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms.


5.5             
No Conflict; Required Filings and Consents.


(a)               
The execution and delivery of this Agreement by Buyer does not, and the performance of this Agreement by Buyer will not
(i) conflict with or violate the Certificate of Incorporation, Bylaws or equivalent organizational documents of Buyer or any of
its subsidiaries, (ii) to the best of Buyer’s knowledge, conflict with or violate any law, rule, regulation, order, judgment
or decree applicable to Buyer or any of its subsidiaries or by which it or their respective properties are bound or affected, or
(iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default)
under, or impair Buyer’s or any such subsidiary’s rights or alter the rights or obligations of any third party under,
or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or
encumbrance on any of the properties or assets of Buyer or any of its subsidiaries pursuant to, any material note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or any of its
subsidiaries is a party or by which Buyer or any of its subsidiaries or its or any of their respective properties are bound or
affected, or (iv) cause the acceleration of any vesting of any awards for or rights to the Shares or the payment of or the acceleration
of payment of any change in control, severance, bonus or other cash payments or issuances of shares of Buyer Common Stock, with
respect to Buyer or any of its subsidiaries, except in the case of clauses (ii) or (iii), to the extent such conflict, violation,
breach, default, impairment or other effect could not individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on Buyer or any of its subsidiaries.


(b)              
The execution and delivery of this Agreement by Buyer does not, and the performance of this Agreement by Buyer will not,
require any consent, approval, authorization or permit of, or registration, filing with or notification to, any Governmental Entity,
except for (i) applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, and foreign Governmental
Entities and the rules and regulations promulgated thereunder, and (ii) where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, (A) would not prevent consummation of the Sale or otherwise
prevent Buyer from performing its obligations under this Agreement, or (B) could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect on Buyer or its subsidiaries.


5.6             
SEC Filings. Buyer’s registration statement on Form 10 has been declared effective by the SEC and Buyer has
registered the Buyer Common Stock pursuant to Section 12 of the Exchange Act. Buyer has made available to Seller through
EDGAR a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Buyer
with the SEC on or after December 10, 2018 and prior to the date of this Agreement (the “Buyer SEC Reports”), which
are all the forms, reports and documents required to be filed by Buyer with the SEC since such date. The Buyer SEC Reports (i)
were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did
not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date
of such filing) 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 light of the circumstances under which they were made, not misleading.
None of Buyer’s subsidiaries is required to file any reports or other documents with the SEC. The Buyer is not, and has
not ever been, a shell issuer as described in Rule 144(i)(1)(i) of the Securities Act of 1933.


5.7             
Compliance; Permits. (a) Neither Buyer nor any of its subsidiaries is in conflict with, or in default or violation
of, (i) any law, rule, regulation, order, judgment or decree applicable to Buyer or any of its subsidiaries or by which its or
any of their respective properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement,
lease, license, permit, franchise or other instrument or obligation to which Buyer or any of its subsidiaries is a party or by
which Buyer or any of its subsidiaries or its or any of their respective properties is bound or affected, except for any conflicts,
defaults or violations that (individually or in the aggregate) would not have a Material Adverse Effect on Buyer or its subsidiaries.
No investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of Buyer, threatened
against Buyer or its subsidiaries, nor has any governmental or regulatory body or authority indicated an intention to conduct
the same, other than, in each such case, those the outcome of which could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on Buyer or any of its subsidiaries.


(a)               
Buyer and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from Governmental Entities
which are material to operation of the business of Buyer and its subsidiaries taken as a whole (collectively, the “Buyer
Permits”). Buyer and its subsidiaries are in compliance in all material respects with the terms of Buyer Permits.


5.8             
No Undisclosed Liabilities. Neither Buyer nor any of its subsidiaries has any liabilities (absolute, accrued, contingent
or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements
prepared in accordance with GAAP, which are, individually or in the aggregate, material to the business, results of operations,
financial condition or prospects of Buyer and its subsidiaries taken as a whole except (i) liabilities provided for in the Buyer
SEC Reports, (ii) liabilities reflected in the Buyer Disclosure Letter, or (iii) liabilities incurred since the date reflected
in the Buyer SEC Reports in the ordinary course of business.


5.9             
Absence of Certain Changes or Events. Since the date of the last filed Buyer SEC Report, there has not been: (i)
any Material Adverse Effect on Buyer or any of its subsidiaries, (ii) any declaration, setting aside or payment of any dividend
on, or other distribution (whether in cash, stock or property) in respect of, any of Buyer’s or any of its subsidiaries’
capital stock, or any purchase, redemption or other acquisition by Buyer of any of Buyer’s capital stock or any other securities
of Buyer or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for
repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements,
(iii) any split, combination or reclassification of any of Buyer’s or any of its subsidiaries’ capital stock,
(iv) any granting by Buyer or any of its subsidiaries of any increase in compensation or fringe benefits, except for normal increases
of cash compensation in the ordinary course of business consistent with past practice, or any payment by Buyer or any of its subsidiaries
of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by Buyer
or any of its subsidiaries of any increase in severance or termination pay or any entry by Buyer or any of its subsidiaries into
any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which
are contingent or the terms of which are materially altered upon the occurrence of a transaction involving Buyer of the nature
contemplated hereby, (v) entry by Buyer or any of its subsidiaries into any licensing or other agreement with regard to the acquisition
or disposition of any Intellectual Property other than licenses in the ordinary course of business consistent with past practice,
(vi) any material change by Buyer in its accounting methods, principles or practices, except as required by concurrent changes
in GAAP, (vii) any revaluation by Buyer of any of its assets, including, without limitation, writing down the value of capitalized
inventory or writing off notes or accounts receivable, or (viii) any sale of assets of Buyer other than in the ordinary course
of business.


5.10         
Absence of Litigation. There are no claims, actions, suits or proceedings pending or, to the knowledge of Buyer,
threatened (or, to the knowledge of Buyer, any governmental or regulatory investigation pending or threatened) against Buyer or
any of its subsidiaries or any properties or rights of Buyer or any of its subsidiaries, before any Governmental Entity.


5.11         
Employee Benefit Plans.


(a)               
All employee compensation, incentive, fringe or benefit plans, programs, policies, commitments or other arrangements (whether
or not set forth in a written document and including, without limitation, all “employee benefit plans” (within the
meaning of Section 3(3) of ERISA) (the “Buyer Plans”) covering (i) any active or former employee, director
or consultant of Buyer, (ii) any subsidiary of Buyer, or (iii) any affiliate, or with respect to which Buyer has or, to Buyer’s
knowledge, may in the future have liability (excluding consideration of Seller and its subsidiaries as affiliates following the
Closing Date), are listed in Section 5.11(a) of the Buyer Disclosure Letter. Buyer has provided to Seller: (i) correct
and complete copies of all documents embodying each Buyer Plan including (without limitation) all amendments thereto, all related
trust documents, and all material written agreements and contracts relating to each such Buyer Plan; (ii) the three (3) most recent
annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or
the Code in connection with each Buyer Plan; (iii) the most recent summary plan description together with the summary(ies) of material
modifications thereto, if any, required under ERISA with respect to each Buyer Plan; (iv) all IRS determination, opinion, notification
and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to such application or
letter; (v) all material correspondence to or from any governmental agency relating to any Buyer Plan; (vi) all COBRA forms and
related notices within the last three (3) years; (vii) all discrimination tests for each Buyer Plan for the most recent three
(3) plan years; (viii) the most recent annual actuarial valuations, if any, prepared for each Buyer Plan; (xi) if the Buyer Plans
is funded, the most recent annual and periodic accounting of Buyer Plan assets; (x) all material written agreements and contracts
relating to each Buyer Plan, including, but not limited to, administrative service agreements, group annuity contracts and group
insurance contracts; (xi) all material communications to employees or former employees within the last three (3) years relating
to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules
or other events which would result in any material liability under any Buyer Plan or proposed Buyer Plan; (xii) all policies pertaining
to fiduciary liability insurance covering the fiduciaries for each Buyer Plan; and (xiii) all registration statements, annual reports
(Form 11-K and all attachments thereto) and prospectuses prepared in connection with any Buyer Plan.


(b)              
Each Buyer Plan has been maintained and administered in all material respects in compliance with its terms and with the
requirements prescribed by any and all statutes, orders, rules and regulations (foreign or domestic), including but not limited
to ERISA or the Code, which are applicable to such Buyer Plans. No suit, action or other litigation (excluding claims for benefits
incurred in the ordinary course of Buyer Plan activities) has been brought, or to the knowledge of Buyer is threatened, against
or with respect to any such Buyer Plan. There are no audits, inquiries or proceedings pending or, to the knowledge of Buyer, threatened
by the IRS or DOL with respect to any Buyer Plans. All contributions, reserves or premium payments required to be made or accrued
as of the date hereof to the Buyer Plans have been timely made or accrued. Section 5.11(b) of the Buyer Disclosure
Letter includes a listing of the accrued vacation liability of Buyer and its subsidiaries as of December 31, 2011. Any Buyer Plan
intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i)
has either obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified
status from the IRS or still has a remaining period of time under applicable Treasury regulations or IRS pronouncements in which
to apply for such letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has
been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. Buyer
does not have any plan or commitment to establish any new Buyer Plan, to modify any Buyer Plan (except to the extent required by
law or to conform any such Buyer Plan to the requirements of any applicable law, in each case as previously disclosed to Buyer
in writing, or as required by this Agreement), or to enter into any new Buyer Plan. Each Buyer Plan can be amended, terminated
or otherwise discontinued after the Closing Date in accordance with its terms, without liability to Buyer or any of its affiliates
(other than ordinary administration expenses).


(c)               
Neither Buyer, any of its subsidiaries, nor any of their affiliates has at any time ever maintained, established, sponsored,
participated in, or contributed to any plan subject to Title IV of ERISA or Section 412 of the Code and at no time has Buyer or
any of its subsidiaries contributed to or been requested to contribute to any “multiemployer plan,” as such term is
defined in ERISA or to any plan described in Section 413(c) of the Code. Neither Buyer, any of its subsidiaries, nor any officer
or director of Buyer or any of its subsidiaries is subject to any liability or penalty under Section 4975 through 4980B of the
Code or Title I of ERISA. There are no audits, inquiries or proceedings pending or, to the knowledge of Buyer, threatened by the
IRS or DOL with respect to any Buyer Plan. No “prohibited transaction,” within the meaning of Section 4975 of the Code
or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Buyer Plan.


(d)              
Neither Buyer, any of its subsidiaries, nor any of their affiliates has, prior to the Closing Date and in any material respect,
violated any of the health continuation requirements of COBRA, the requirements of Family Medical Leave Act of 1993, as amended,
the requirements of the Women’s Health and Cancer Rights Act, as amended, the requirements of the Newborns’ and Mothers’
Health Protection Act of 1996, as amended, or any similar provisions of state law applicable to employees of Buyer or any of its
subsidiaries. None of the Buyer Plans promises or provides retiree medical or other retiree welfare benefits to any person except
as required by applicable law and neither Buyer nor any of its subsidiaries has represented, promised or contracted (whether in
oral or written form) to provide such retiree benefits to any employee, former employee, director, consultant or other person,
except to the extent required by statute.


(e)               
Neither Buyer nor any of its subsidiaries is bound by or subject to (and none of its respective assets or properties is
bound by or subject to) any arrangement with any labor union. No employee of Buyer or any of its subsidiaries is represented by
any labor union or covered by any collective bargaining agreement and, to the knowledge of Buyer, no campaign to establish such
representation is in progress. There is no pending or, to the knowledge of Buyer, threatened labor dispute involving Buyer or any
of its subsidiaries and any group of its employees nor has Buyer or any of its subsidiaries experienced any labor interruptions
over the past three (3) years, and Buyer and its subsidiaries consider their relationships with their employees to be good. Buyer
and its subsidiaries are in compliance in all material respects with all applicable foreign, federal, state and local laws, rules
and regulations regarding employment, employment practices, terms and conditions of employment and wages and hours.


(f)               
Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i)
result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any
stockholder, director or employee of Buyer or any of its subsidiaries under any Buyer Plan or otherwise, (ii) materially increase
any benefits otherwise payable under any Buyer Plan, or (iii) result in the acceleration of the time of payment or vesting
of any such benefits.


(g)              
No payment or benefit that will or may be made by Buyer or its affiliates with respect to any employee will be characterized
as a “parachute payment” within the meaning of Section 280G of the Code.


(h)              
Neither Buyer nor any subsidiary has or is required to have an International Employee Plan.


(i)                
Except as set forth in Section 5.11(i) of the Buyer Disclosure Letter, no Buyer Plan provides, reflects or represents any
liability to provide retiree health benefit to any person for any reason, except as may be required by COBRA or other applicable
statute, and Buyer has never represented, promised or contracted (whether in oral or written form) to any employee (either individually
or to employees as a group) or any other person that such employee(s) or other person would be provided with retiree health benefits,
except to the extent required by statute.


5.12         
Labor Matters. (i) There are no controversies pending or, to the knowledge of each of Buyer and its respective subsidiaries,
threatened, between Buyer or any of its subsidiaries and any of their respective employees; (ii) as of the date of this Agreement,
neither Buyer nor any of its subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable
to persons employed by Buyer or its subsidiaries nor does Buyer or its subsidiaries know of any activities or proceedings of any
labor union to organize any such employees; and (iii) as of the date of this Agreement, neither Buyer nor any of its subsidiaries
has any knowledge of any strikes, slowdowns, work stoppages or lockouts, or threats thereof, by or with respect to any employees
of Buyer or any of its subsidiaries.


5.13         
Information Statement. None of the information supplied or to be supplied by Buyer for inclusion or incorporation
by reference in Seller’s Information Statement on Form 14C relating to the Sale will, on the date the Information Statement
is mailed to the stockholders of Seller and as of the date of the Sale, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading.


5.14         
Restrictions on Business Activities. There is no agreement, commitment, judgment, injunction, order or decree binding
upon Buyer or any of its subsidiaries or to which Buyer or any of its subsidiaries is a party or any of its subsidiaries which
has or could reasonably be expected to have the effect, in any material respect, of prohibiting or impairing any present business
practice of Buyer or any of its subsidiaries, any acquisition of property by Buyer or any of its subsidiaries or the conduct of
business by Buyer or any of its subsidiaries as currently conducted.


Except as set forth
on Section 5.14 of the Buyer Disclosure Letter, neither Buyer nor any of its subsidiaries owns any material real property.
Except as set forth on Section 5.14 of the Buyer Disclosure Letter, Buyer and each of its subsidiaries have good and defensible
title to all of their material real and personal properties and assets, free and clear of all liens, charges and encumbrances
except liens for taxes not yet due and payable and such liens or other imperfections of title, if any, as do not materially detract
from the value of or interfere with the present use of the property affected thereby; and all leases pursuant to which Buyer or
any of its subsidiaries lease from others material amounts of real or personal property are in good standing, valid and effective
in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event
of default (or any event which with notice or lapse of time, or both, would constitute a material default and in respect of which
Buyer or any subsidiary has not taken adequate steps to prevent such default from occurring). All the plants, structures and equipment
owned by or being acquired under a capital lease by the Buyer and its subsidiaries, except such as may be under construction,
are in good operating condition and repair, in all material respects, subject to normal wear and tear.


5.15         
Taxes.


(a)               
Buyer and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, information
statements and reports (“Buyer Returns”) relating to Taxes required to be filed by Buyer and each of its subsidiaries
with any Tax authority, except such Buyer Returns which are not material to Buyer. Such Buyer Returns are true and correct in all
material respects, have been completed in accordance with applicable law, and all Taxes shown to be due on such Buyer Returns have
been paid. There are no liens for Taxes (other than Taxes not yet due and payable) upon any assets of Buyer or any of its subsidiaries.


(b)              
Buyer and each of its subsidiaries as of the Closing Date will have withheld with respect to its employees all federal and
state income taxes, Taxes pursuant to FICA, Taxes pursuant to FUTA and other Taxes required to be withheld.


(c)               
Neither Buyer nor any of its subsidiaries has been delinquent in the payment of any material Tax nor is there any material
Tax deficiency outstanding, proposed or assessed against Buyer or any of its subsidiaries, nor has Buyer or any of its subsidiaries
executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any
Tax.


(d)              
No audit or other examination of any Buyer Return or any of its subsidiaries by any Tax authority is presently in progress,
nor has Buyer or any of its subsidiaries been notified of any request for such an audit or other examination.


(e)               
No adjustment relating to any Buyer Returns or any of its subsidiaries has been proposed in writing formally or informally
by any Tax authority to Buyer or any of its subsidiaries or any representative thereof.


(f)               
Neither Buyer nor any of its subsidiaries has any liability for any material unpaid Taxes which has not been accrued for
or reserved on the financial statements included in the Buyer SEC Reports in accordance with GAAP, whether asserted or unasserted,
contingent or otherwise, which is material to Buyer, other than any liability for unpaid Taxes that may have accrued since the
date of the Buyer SEC Reports in connection with the operation of the business of Buyer and its subsidiaries in the ordinary course.


(g)              
There is no contract, agreement, plan or arrangement to which Buyer or any of its subsidiaries is a party as of the date
of this Agreement, including but not limited to the provisions of this Agreement, covering any employee or former employee of Buyer
or any of its subsidiaries that, individually or collectively, would reasonably be expected to give rise to the payment of any
amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Code. There is no contract, agreement, plan
or arrangement to which Buyer is a party or by which it is bound to compensate any individual for excise taxes paid pursuant to
Section 4999 of the Code.


(h)              
Neither Buyer nor any of its subsidiaries has filed any consent agreement under Section 341(f) of the Code or agreed to
have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code)
owned by Buyer or any of its subsidiaries.


(i)                
Except as set forth on Schedule 5.16(i) of the Buyer Disclosure Letter, neither Buyer nor any of its subsidiaries
is party to or has any obligation under any tax-sharing, tax indemnity or tax allocation agreement or arrangement.


(j)                
None of Buyer’s or its subsidiaries’ assets are tax exempt use property within the meaning of Section 168(h)
of the Code.


(k)              
Neither Buyer nor any subsidiary of Buyer has participated as either a “distributing corporation” or a “controlled
corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code.


5.16         
Environmental Matters. Except as set forth on Section 5.17 of the Buyer Disclosure Letter, the operations of
Buyer and each of its subsidiaries are and have been in compliance in all material respects with all applicable Environmental
Laws, which compliance includes obtaining, maintaining in good standing and complying in all material respects with all Environmental
Permits and no action or proceeding is pending or threatened to revoke, modify or terminate any such Environmental Permit, and,
to the knowledge of Buyer, no facts, circumstances or conditions currently exist that could adversely affect such continued compliance
with Environmental Laws and Environmental Permits or require currently unbudgeted capital expenditures to achieve or maintain
such continued compliance with Environmental Laws and Environmental Permits.


5.17         
Brokers. Buyer has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders
fees or agent’s commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.


5.18         
Intellectual Property.


(a)               
For the purposes of this Agreement, the following terms have the following definitions:


(i)                
“Buyer Intellectual Property” shall mean any Intellectual Property that is owned by, or exclusively licensed
to, Buyer or any of its subsidiaries.


(ii)              
“Buyer Registered Intellectual Property” means all of the Registered Intellectual Property owned by,
or filed in the name of, Buyer or any of its subsidiaries.


(b)              
Section 5.19(b) of the Buyer Disclosure Letter contains a complete and accurate list of (i) all Buyer Registered
Intellectual Property and specifies, where applicable, the jurisdictions in which each such item of Buyer Registered Intellectual
Property has been issued or registered, and (ii) all proceedings or actions before any court or tribunal (including the PTO) or
equivalent authority anywhere else in the world) related to any of Buyer Registered Intellectual Property.


(c)               
Section 5.19(c) of the Buyer Disclosure Letter contains a complete and accurate list (by name and version number)
of all products, software or service offerings of Buyer or any of its subsidiaries (collectively, “Buyer Products”)
that have been sold, distributed or otherwise disposed of in the five (5)-year period preceding the date hereof or which Buyer
or any of its subsidiaries currently intends to sell, distribute or otherwise dispose of in the future, including any products
or service offerings under development.


(d)              
No Buyer Intellectual Property or Buyer Product is subject to any proceeding or outstanding decree, order, judgment, contract,
license, agreement, or stipulation restricting in any manner the use, transfer, or licensing thereof by Buyer or any of its subsidiaries,
or which may affect the validity, use or enforceability of such Buyer Intellectual Property or Buyer Product.


(e)               
Each item of Buyer Registered Intellectual Property is valid and subsisting, all necessary registration, maintenance and
renewal fees currently due in connection with such Buyer Registered Intellectual Property have been made and all necessary documents,
recordations and certificates in connection with such Buyer Registered Intellectual Property have been filed with the relevant
patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes
of prosecuting, maintaining or perfecting such Buyer Registered Intellectual Property.


(f)               
Section 5.19(f) of the Buyer Disclosure Letter contains a complete and accurate list of all actions that are
required to be taken by Buyer within ninety (90) days of the date hereof with respect to any of Buyer Registered Intellectual Property.


(g)              
Buyer owns and has good and exclusive title to each item of Buyer Intellectual Property owned by it, free and clear of any
lien or encumbrance (excluding non-exclusive licenses and related restrictions granted in the ordinary course). Without limiting
the generality of the foregoing, (i) to the knowledge of Buyer, Buyer is the exclusive owner of all trademarks and trade names
used in connection with the operation or conduct of the business of Buyer and its subsidiaries, including the sale, distribution
or provision of any Buyer Products by Buyer or any of its subsidiaries, (ii) Buyer owns exclusively, and has good title to, all
copyrighted works that are included or incorporated into Buyer Products or which Buyer or any of its subsidiaries otherwise purports
to own, and (iii) to the knowledge of Buyer, except as set forth on Schedule 5.19(g) of the Buyer Disclosure Letter,
the manufacture, sale or use of Buyer Products does not infringe any patents.


(h)              
To the extent that any technology, software or Intellectual Property has been developed or created independently or jointly
by a third party for Buyer or any of its subsidiaries, or is incorporated into any of Buyer Products, Buyer and its subsidiaries
have a written agreement with such third party with respect thereto and Buyer and its subsidiaries thereby either (i) have obtained
ownership of, and is the exclusive owner of, or (ii) have obtained perpetual, irrevocable, worldwide non-terminable licenses (sufficient
for the conduct of its business as currently conducted and as proposed to be conducted) to all such third party’s Intellectual
Property in such work, material or invention by operation of law or by valid assignment or license, to the fullest extent it is
legally possible to do so.


(i)                
Neither Buyer nor any of its subsidiaries has transferred ownership of, or granted any exclusive license with respect to,
any Intellectual Property that is or was Buyer Intellectual Property, to any third party, or knowingly permitted Buyer’s
rights in such Buyer Intellectual Property to lapse or enter the public domain other than for trademarks for Buyer Products no
longer sold by Buyer for which Buyer has let the applicable trademark rights become abandoned in Buyer’s ordinary course
of business.


(j)                
Other than “shrink wrapped” and similar widely available commercial end-user licenses, Section 5.19(j)
of the Buyer Disclosure Letter contains a complete and accurate list of all contracts, licenses and agreements to which Buyer or
any of its subsidiaries is a party (i) with respect to Buyer Intellectual Property licensed or transferred to any third party,
or (ii) pursuant to which a third party has licensed or transferred any material Intellectual Property to Buyer or any of its subsidiaries.


(k)              
All contracts, licenses and agreements relating to either (i) Buyer Intellectual Property or (ii) Intellectual Property
of a third party licensed to Buyer or any of its subsidiaries, are, to the knowledge of Buyer, in full force and effect. The consummation
of the transactions contemplated by this Agreement will neither violate nor result in the breach, modification, cancellation, termination,
suspension of, or acceleration of any payments with respect to, such contracts, licenses and agreements. Each of Buyer and its
subsidiaries is in material compliance with, and has not materially breached any term of any such contracts, licenses and agreements
and, to the knowledge of Buyer, all other parties to such contracts, licenses and agreements are in compliance with, and have not
materially breached any term of, such contracts, licenses and agreements. Following the Closing Date, the Buyer will be permitted
to exercise all of Buyer’s and its subsidiaries’ rights under such contracts, licenses and agreements to the same extent
Buyer and its subsidiaries would have been able to had the transactions contemplated by this Agreement not occurred and without
the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Buyer or any of its
subsidiaries would otherwise be required to pay. Following the Closing Date, the Buyer and its subsidiaries will be permitted to
exercise all of Buyer’s and its subsidiaries’ rights under such contracts, licenses and agreements to the same extent
as Buyer and its subsidiaries would have been able to had the transactions contemplated by this Agreement not occurred and without
being required to pay any additional amounts or consideration other than fees, royalties or payments which Buyer or its subsidiaries
would otherwise be required to pay had such transactions contemplated hereby not occurred.


(l)                
The operation of the business of Buyer and its subsidiaries as such business currently is conducted and reasonably contemplated
to be conducted, including (i) Buyer’s and its subsidiaries’ design, development, manufacture, distribution, reproduction,
marketing or sale of the products, software or services of Buyer and its subsidiaries (including Buyer Products), and (ii) except
as set forth on Schedule 5.19(l) of the Buyer Disclosure Letter, Buyer’s use of any product, device or process, to
the knowledge of Buyer, has not, does not and will not infringe or misappropriate the Intellectual Property of any third party
or, to its knowledge, constitute unfair competition or trade practices under the laws of any jurisdiction.


(i)                
Buyer Intellectual Property constitutes all the Intellectual Property owned by Buyer or exclusively licensed to Buyer and
used in and/or necessary to the conduct of the business of Buyer and its subsidiaries as it currently is conducted, and as it is
currently planned or contemplated to be conducted by Buyer and its subsidiaries, including, without limitation, the design, development,
manufacture, use, import and sale of products, technology and performance of services (including Buyer Products).


(m)            
Neither Buyer nor any of its subsidiaries has received notice from any third party that the operation of the business of
Buyer or any of its subsidiaries or any act, product or service of Buyer or any of its subsidiaries, infringes or misappropriates
the Intellectual Property of any third party or constitutes unfair competition or trade practices under the laws of any jurisdiction.


(n)              
To the knowledge of Buyer, except as set forth on Schedule 5.19(o) of the Buyer Disclosure Letter, no person has
or is infringing or misappropriating any Buyer Intellectual Property.


(o)              
Buyer and each of its subsidiaries has taken reasonable steps to protect Buyer’s and its subsidiaries’ rights
in Buyer’s confidential information and trade secrets that it wishes to protect or any trade secrets or confidential information
of third parties provided to Buyer or any of its subsidiaries, and, without limiting the foregoing, each of Buyer and its subsidiaries
has and enforces a policy requiring each employee and contractor to execute a proprietary information/confidentiality agreement
substantially in the form provided to Buyer and all current and former employees and contractors of Buyer and any of its subsidiaries
have executed such an agreement, except where the failure to do so is not reasonably expected to be material to Buyer.


5.19         
Agreements, Contracts and Commitments.


(a)               
Except as set forth in the Buyer SEC Reports or on Section 5.20 of the Buyer Disclosure Letter, neither Buyer
nor any of its subsidiaries is a party to or is bound by:


(i)                
any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or
member of Buyer’s Board of Directors, other than those that are terminable by Buyer or any of its subsidiaries on no more
than thirty (30) days notice without liability or financial obligation to Buyer;


(ii)              
any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase
plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence
of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the
basis of any of the transactions contemplated by this Agreement;


(iii)            
any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection
with the sale, license, distribution, reselling or other transfer of software products in the ordinary course of business or in
connection with the provision of services in the ordinary course of business;


(iv)            
any agreement, contract or commitment containing any covenant limiting in any respect the right of Buyer or any of its subsidiaries
to engage in any line of business presently conducted by Buyer or any subsidiary, or to compete with any person or granting any
exclusive distribution rights;


(v)              
any agreement, contract or commitment currently in force relating to the disposition or acquisition by Buyer or any of its
subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant
to which Buyer or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or
other business enterprise other than Buyer’s subsidiaries;


(vi)            
any dealer, distributor, joint marketing or development agreement currently in force under which Buyer or any of its subsidiaries
have continuing material obligations to jointly market any product, technology or service and which may not be canceled without
penalty upon notice of sixty (60) days or less, or any material agreement pursuant to which Buyer or any of its subsidiaries have
continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Buyer
or any of its subsidiaries and which may not be canceled without penalty upon notice of sixty (60) days or less;


(vii)          
any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology
that is material to Buyer and its subsidiaries taken as a whole;


(viii)        
any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Buyer
product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Buyer product,
services or technology, except agreements with manufacturers or distributors or sales representative in the normal course of business
cancelable without penalty upon written notice of sixty (60) days or less;


(ix)            
any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments
relating to the borrowing of money or extension of credit;


(x)              
any material settlement agreement entered into within three (3) years prior to the date of this Agreement; or


(xi)            
any other material agreement, contract or commitment currently in force that is outside the ordinary course of business
and that has a value of $250,000 or more within a twelve (12) month period in any individual case.


(b)              
Neither Buyer nor any of its subsidiaries, nor to Buyer’s knowledge any other party to a Buyer Contract (as defined
below), is in material breach, violation or default under, and neither Buyer nor any of its subsidiaries has received written notice
that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts
or commitments to which Buyer or any of its subsidiaries is a party or by which it is bound that are required to be set forth in
the Buyer Disclosure Letter (any such agreement, contract or commitment, a “Buyer Contract”) in such a manner
as would permit any other party to cancel or terminate any such Buyer Contract, or would permit any other party to seek material
damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).


5.20         
Insurance. Buyer maintains insurance policies and fidelity bonds covering the assets, business, equipment, properties,
operations, employees, officers and directors of Buyer and its subsidiaries (collectively, the “Buyer Insurance Policies”)
which are of the type and in amounts customarily carried by persons conducting businesses similar to those of Buyer and its subsidiaries.
There is no material claim by Buyer or any of its subsidiaries pending under any of the Buyer Insurance Policies as to which coverage
has been questioned, denied or disputed by the underwriters of such policies or bonds. Buyer is not aware of, and has not received
notice under any Buyer Insurance Policies of, (i) an insurer’s intention or threat to cancel or terminate any of the Buyer
Insurance Policies, (ii) an insurer’s intention or threat to increase the premiums due under any of the Buyer Insurance
Policies.


5.21         
Board Approval. The Board of Directors of Buyer has, as of the date of this Agreement, (i) approved this Agreement
and the transactions contemplated hereby, and (ii) determined that the Sale is fair to and in the best interests of the stockholders
of Buyer.


Article
VI

CONDUCT PRIOR TO THE CLOSING


6.1             
Conduct of Business by Seller and Buyer.


(a)               
During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur
of the termination of this Agreement pursuant to its terms or the Closing Date, the parties and each of its subsidiaries shall,
except to the extent that the other parties shall otherwise consent in writing, carry on its business, in the usual, regular and
ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations,
pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations
when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its
present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships
with customers, suppliers, distributors, licensors, licensees, and others with which it has business dealings. In addition, the
parties will promptly notify each other of any material event involving its business or operations.


(b)              
Except as permitted or required by the terms of this Agreement, during the period commencing with the execution and delivery
of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing Date,
Seller shall not do any of the following, and shall not permit any of its subsidiaries to do any of the following, except to the
extent that the other party shall otherwise consent in writing:


(i)                
purchase, redeem or otherwise acquire, directly or indirectly, any shares of capital stock, except repurchases of unvested
shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or
purchase agreements in effect on the date hereof;


(ii)              
acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the
assets of, or by any other manner, any business or any corporation, limited liability company, general or limited partnership,
business trust, unincorporated association or other business organization, entity or division thereof, or otherwise acquire or
agree to acquire all or substantially all of the assets of any of the foregoing, or enter into any joint ventures, strategic partnerships
or similar alliances;


(iii)            
incur or enter into any agreement, contract or other commitment or arrangement requiring such party or any of its subsidiaries
to make payments in excess of $50,000 in any individual case, or $100,000 in the aggregate;


(iv)            
engage in any action with the intent to, directly or indirectly, adversely impact or materially delay the consummation of
the Sale or any of the other transactions contemplated by this Agreement; or


(v)              
agree in writing or otherwise to take any of the actions described in Section 6.1(b)(i) through Section 6.1(b)(v),
inclusive.


(c)               
Notwithstanding anything contained in this Article VI, it is expressly agreed and understood that any action
which might other fall within the description of Section 6.1(a) or 6.1(b), but which could not be reasonably
expected to materially affect the business, operations or value of such party, shall not be prohibited by Article VI;
provided, however, that prompt notice of any such actions shall be provided by the party taking such
action to the other.


Article
VII

ADDITIONAL AGREEMENTS


7.1             
Information Statement. As promptly as practicable after the execution of this Agreement, Seller shall take all action
necessary in accordance with Nevada Law, its Articles of Incorporation and Bylaws and the Exchange Act to solicit a majority of
the stockholders of Seller to act by written consent to approve this Agreement and the Sale. Thereafter, Seller shall as promptly
as practicable prepare and file with the SEC an information statement to be delivered to the stockholders of Seller in connection
with the Sale (the “Information Statement”). Buyer shall promptly provide to Seller all information concerning its
business and financial statements and affairs as reasonably may be required or appropriate for inclusion in the Information Statement,
or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with Seller’s counsel and
auditors in the preparation of the Information Statement. Seller shall respond to any comments of the SEC, and shall use its commercially
reasonable efforts to have the Information Statement cleared by the SEC as promptly as practicable after such filing. Seller shall
cause the Information Statement to be mailed to its stockholders at the earliest practicable time after it is cleared by the SEC.
As promptly as practicable after the date of this Agreement, each of Seller and Buyer shall prepare and file any other filings
required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign, state “blue sky”
or related laws relating to the Sale and the transactions contemplated by this Agreement (the “Other Filings”). Seller
shall promptly supply upon the receipt of any comments from the SEC or its staff or any other government officials and of any
request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement or
any Other Filing, or for additional information and shall supply the other with copies of all correspondence between such party
or any of its representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand,
with respect to the Information Statement, the Sale or any Other Filing. Each of Seller and Buyer shall cause all documents that
it is responsible for filing with the SEC or other regulatory authorities under this Section 7.1(a) to comply in all material
respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs
that is required to be set forth in an amendment or supplement to the Information Statement or any Other Filing, Seller or Buyer,
as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any
other government officials, and/or mailing to the stockholders of Seller and Buyer, such amendment or supplement.


7.2             
Access to Information. During the period commencing with the execution and delivery of this Agreement until the
earlier to occur of the termination of this Agreement pursuant to its terms and the Closing Date, each of Buyer and Seller shall
afford the other and its accountants, counsel and other representatives reasonable access during normal business hours to the
properties, books, records and personnel of Buyer or Seller, as applicable, to obtain all information concerning the business
of such company, including, without limitation, the status of its product development efforts, properties, results of operations
and personnel, as Buyer or Seller may reasonably request. No information or knowledge obtained by Buyer or Seller during the course
of any investigation conducted pursuant to this Section 7.5 shall affect, or be deemed to modify in any respect any representation
or warranty contained herein or the conditions to the obligations of the parties to consummate the Sale contained herein.


7.3             
No Solicitation.


(a)               
During the period commencing with the execution and delivery of this Agreement until the earlier to occur of the termination
of this Agreement pursuant to its terms and the Closing Date, Seller and its subsidiaries shall not, nor will they authorize any
of their respective officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative
retained by any of them to, directly or indirectly, (i) solicit, initiate, encourage or induce the making, submission or announcement
of any Acquisition Proposal (as defined in Section 7.3(b) hereof), (ii) participate in any discussions or negotiations
regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the
making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iii) engage in discussions
or negotiations with any person with respect to any Acquisition Proposal, except as to the existence of these provisions, (iv)
subject to the terms of Section 7.3(c) hereof, approve, endorse or recommend any Acquisition Proposal, or (v) enter
into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any
Acquisition Proposal; provided, however, that prior to the adoption and approval of this Agreement
and the approval of the Sale by the requisite vote of the stockholders of Seller, the terms of this Section 7.3(a)
shall not prohibit Seller from furnishing information regarding Seller or any of its subsidiaries to, or entering into a confidentiality
agreement or discussions or negotiations with, any person or group in response to a Superior Offer (as defined below) submitted
by such person or group (and not withdrawn) if (1) neither Seller nor any representative of Seller and its subsidiaries shall
have violated any of the restrictions set forth in this Section 7.3, (2) the Board of Directors of Seller concludes
in good faith, after consultation with its outside legal counsel, that such action is required in order for the Board of Directors
of Seller to comply with its fiduciary obligations to Seller’s stockholders under Nevada Law, (3) (x) at least five (5) business
days prior to furnishing any such information to, or entering into discussions or negotiations with, such person or group, Seller
gives Buyer written notice of the identity of such person or group and of Seller’s intention to furnish information to, or
enter into discussions or negotiations with, such person or group and (y) Seller receives from such person or group an executed
confidentiality agreement, and (4) contemporaneously with furnishing any such information to such person or group, Seller
furnishes such information to Buyer (to the extent such information has not been previously furnished by Seller to Buyer). Seller
and its subsidiaries shall immediately cease any and all existing activities, discussions or negotiations with any parties conducted
heretofore with respect to any Acquisition Proposal. Without limiting the generality of the foregoing, the parties hereto understood
and agree that any violation of the restrictions set forth in this Section 7.3(a) by any officer, director or employee
of Seller or any of its subsidiaries or any investment banker, attorney or other advisor or representative of Seller or any of
its subsidiaries shall be deemed to be a breach of this Section 7.3 (a) by Seller. In addition to the foregoing, Seller
shall (i) provide Buyer with at least forty-eight (48) hours prior notice (or such lesser prior notice as provided to the members
of the Board of Directors of Seller, but in no event less than twelve (12) hours) of any meeting of the Board of Directors of Seller
at which the Board of Directors of Seller is reasonably expected to consider a Superior Offer, and (ii) provide Buyer with at least
five (5) business days prior written notice (or such lesser prior notice as provided to the members of the Board of Directors
of Seller) of a meeting of the Board of Directors of Seller at which the Board of Directors of Seller is reasonably expected to
recommend a Superior Offer to the stockholders of Seller and together with such notice a copy of the definitive documentation relating
to such Superior Offer.


(b)              
For all purposes of and under this Agreement, the term “Acquisition Proposal” shall mean any transaction
or series of related transactions, other than the transactions contemplated by this Agreement, involving (i) any acquisition or
purchase from Seller by any person or “group” (as defined under Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder) of more than a twenty-five percent (25%) interest in the total outstanding voting securities
of Seller or any of its subsidiaries, or any tender offer or exchange offer that if consummated would result in any person or “group”
(as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) beneficially owning five percent
(5%) or more of the total outstanding voting securities of Seller or any of its subsidiaries, or any Sale, consolidation, business
combination or similar transaction involving Seller pursuant to which the stockholders of Seller immediately preceding such transaction
would hold less than ninety five percent (95%) of the equity interests in the surviving or resulting entity of such transaction;
(ii) any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course
of business), acquisition or disposition of more than five percent (5%) of the assets of Seller; or (iii) any liquidation or dissolution
of Seller.


(c)               
For all purposes of and under this Agreement, the term “Superior Offer” shall mean an unsolicited bona
fide written Acquisition Proposal (with all references to 25% in the definition of Acquisition Transaction being treated as references
to greater than 50% for these purposes) that: (a) was not obtained or made as a direct or indirect result of a breach of (or in
violation of) this Agreement; and (b) is on terms and conditions that the Board of Directors of Seller determines in good faith,
based on such matters that it deems relevant (including the likelihood of consummation thereof), as well as any written offer by
Buyer to amend the terms of this Agreement, and following consultation with its outside legal counsel and outside financial advisors,
if any, are more favorable, from a financial point of view, to the Seller’s stockholders than the transactions contemplated
by this Agreement.


(d)              
In addition to the obligations of Seller set forth in Section 7.3(a) hereof, Seller shall advise Buyer, as promptly
as practicable, and in any event within twenty-four (24) hours, orally, of (i) any request for information which Seller reasonably
believes could lead to an Acquisition Proposal or, (ii) any Acquisition Proposal, or (iii) any inquiry with respect to or which
Seller reasonably should believe could lead to any Acquisition Proposal, the (iv) material terms and conditions of any such request,
Acquisition Proposal or inquiry, and (v) the identity of the person or group making any such request, Acquisition Proposal or inquiry.
Seller shall keep Buyer informed in all material respects of the status and details (including material amendments or proposed
amendments) of any such request, Acquisition Proposal or inquiry.


7.4             
Reporting Company Status. So long as the Seller beneficially owns the Buyer Common Stock, Buyer shall file all reports
required to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, and Buyer shall not terminate its status
as an issuer required to file reports under the Exchange Act even if the rules and regulations thereunder would permit such termination.


7.5             
Public Disclosure. Buyer and Seller shall consult with each other, and to the extent practicable, agree, before
issuing any press release or otherwise making any public statement with respect to this Agreement, the Sale or an Acquisition
Proposal, and shall not issue any such press release or make any such public statement prior to such consultation, except as may
be required by applicable law or any listing agreement with a national securities exchange. The parties hereto have agreed to
the text of the joint press release announcing the signing of this Agreement.


7.6             
Reasonable Efforts; Notification.


(a)               
Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall use its commercially
reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate
with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most
expeditious manner practicable, the Sale and the other transactions contemplated by this Agreement, including, without limitation,
using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions
precedent set forth in Article VI hereof to be satisfied, (ii) the obtaining of all necessary actions or nonactions,
waivers, consents, approvals, orders and authorizations from Governmental Entities, and the making of all necessary registrations,
declarations and filings (including registrations, declarations and filings with Governmental Entities, if any), and the taking
of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity,
(iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a
result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions,
investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions
contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court
or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments
and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement.
In connection with and without limiting the foregoing, each of Buyer and Seller and its respective Board of Directors shall, if
any state takeover statute or similar statute or regulation is or becomes applicable to the Sale, this Agreement or any of the
transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Sale and the other transactions
contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise
to minimize the effect of such statute or regulation on the Sale, this Agreement and the transactions contemplated hereby. Notwithstanding
anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Buyer or Seller or any subsidiary
or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business,
assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to
own or exercise control of such assets, properties and stock.


(b)              
Seller shall give prompt notice to Buyer upon becoming aware that any representation or warranty made by Seller in this
Agreement has become untrue or inaccurate, or that Seller has failed to comply with or satisfy in any material respect any covenant,
condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set
forth in Section 8.3(a) or Section 8.3(b) hereof would not be satisfied, provided, however,
that no such notification shall affect the representations, warranties, covenants or agreements of Seller, or the conditions to
the obligations of the parties under this Agreement.


(c)               
Buyer shall give prompt notice to Seller upon becoming aware that any representation or warranty made by Buyer in this Agreement
has become untrue or inaccurate, or that Buyer has failed to comply with or satisfy in any material respect any covenant, condition
or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 8.2(a)
or Section 8.2(b) hereof would not be satisfied, provided, however, that no such notification
shall affect the representations, warranties, covenants or agreements of Buyer, or the conditions to the obligations of the parties
under this Agreement.


7.7             
Third Party Consents. As soon as practicable following the date hereof, Buyer and Seller shall each use its respective
commercially reasonable best efforts to obtain any consents, waivers and approvals under any of its or its subsidiaries’
respective agreements, contracts, licenses or leases required to be obtained in connection with the consummation of the transactions
contemplated hereby.


7.8             
Waiver of Non-compete Provisions. Seller agrees to waive the non-competition provisions set forth in the employment
agreements between Seller and Gaston Pereira and Andrey Novikov, respectively, to permit them to accept employment positions with
the Buyer.


7.9             
Piggyback Registration. Buyer shall include 1,000,000 shares of the Buyer Common Stock issuable to Seller hereunder
(the “Registrable Securities”) in the next registration statement it files with the Securities and Exchange Commission,
use its commercially reasonable efforts to cause the registration statement to be declared effective under the Securities Act
of 1933, as amended (the “1933 Act”), as promptly as possible after the filing thereof, and to keep such registration
statement continuously effective under the 1933 Act until the earlier of: (x) such date as all Registrable Securities covered
by such Registration Statement have been sold or (y) one year after the date of the Closing.


Article
VIII

CONDITIONS TO THE SALE


8.1             
Conditions to Obligations of Each Party to Effect the Sale. The respective obligations of each party to this Agreement
to effect the Sale shall be subject to the satisfaction or fulfillment, at or prior to the Closing Date, of the following conditions:


(a)               
Stockholder Approval. This Agreement shall have been duly approved and adopted, and the Sale shall have been duly
approved, by the requisite vote under Nevada Law, by the stockholders of Seller.


(b)              
Information Statement Cleared. Seller shall have cleared all comments from the SEC with respect to the Information
Statement, the Information Statement shall have been mailed by Seller to its stockholders, and in accordance with the Exchange
Act, twenty (20) days shall have elapsed since such mailing date. All Other Filings shall have been approved or declared effective
and no stop order shall have been issued and no proceeding shall have been initiated to revoke any such approval or effectiveness.


(c)               
No Order. No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule,
regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect
and which has the effect of making the Sale illegal or otherwise prohibiting consummation of the Sale.


8.2             
Additional Conditions to Obligations of Seller. The obligation of Seller to consummate and effect the Sale shall
be subject to the satisfaction or fulfillment, at or prior to the Closing Date, of each of the following conditions, any of which
may be waived, in writing, exclusively by Seller:


(a)               
Representations and Warranties. Each representation and warranty of Buyer contained in this Agreement (i) shall have
been true and correct in all material respects as of the date of this Agreement and (ii) shall be true and correct in all material
respects on and as of the Closing Date with the same force and effect as if made on the Closing Date, except for those representations
and warranties which address matters only as of a particular date, which representations and warranties shall have been true and
correct in all material respects as of such particular date; provided, however, that in all cases where
a representation or warranty contains a materiality or Material Adverse Effect qualifier, such representation or warranty shall
be true and correct in all respects as of the dates set forth above. Seller shall have received a certificate with respect to the
foregoing signed on behalf of Buyer by duly authorized officer thereof.


(b)              
Agreements and Covenants. Buyer shall have performed or complied in all material respects with all agreements and
covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Seller shall
have received a certificate to such effect signed on behalf of Buyer by a duly authorized officer thereof.


(c)               
Material Adverse Effect. No Material Adverse Effect with respect to Buyer and its subsidiaries shall have occurred
since the date of this Agreement.


8.3             
Additional Conditions to the Obligations of Buyer. The obligations of Buyer to consummate and effect the Sale shall
be subject to the satisfaction or fulfillment, at or prior to the Closing Date, of each of the following conditions, any of which
may be waived, in writing, exclusively by Buyer:


(a)               
Representations and Warranties. Each representation and warranty of Seller contained in this Agreement (i) shall
have been true and correct in all material respects as of the date of this Agreement and (ii) shall be true and correct in all
material respects on and as of the Closing Date with the same force and effect as if made on the Closing Date, except for those
representations and warranties which address matters only as of a particular date, which representations and warranties shall have
been true and correct in all material respects as of such particular date; provided, however, that
in all cases where a representation or warranty contains a materiality or Material Adverse Effect qualifier, such representation
or warranty shall be true and correct in all respects as of the dates set forth above. Buyer shall have received a certificate
with respect to the foregoing signed on behalf of Seller by a duly authorized officer thereof.


(b)              
Agreements and Covenants. Seller shall have performed or complied in all material respects with all agreements and
covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date, and Buyer shall have
received a certificate to such effect signed on behalf of Seller by a duly authorized officer thereof.


(c)               
Material Adverse Effect. No Material Adverse Effect with respect to Seller and its subsidiaries shall have occurred
since the date of this Agreement.


Article
IX

TERMINATION, AMENDMENT AND WAIVER


9.1             
Termination. This Agreement may be terminated at any time prior to the Closing Date, whether before or after the
requisite approval of the stockholders of Seller has been obtained in respect of this Agreement and the Sale:


(a)               
by mutual written consent of Buyer and Seller, duly authorized by the respective Boards of Directors of Buyer and Seller;


(b)              
by either Buyer or Seller if the Sale shall not have been consummated by the date that is six (6) months following the date
of this Agreement for any reason; provided, however, that the right to terminate this Agreement under
this Section 9.1(b) shall not be available to any party whose action or failure to act has been a principal cause of
or resulted in the failure of the Sale to occur on or before such date, and such action or failure to act constitutes a breach
of this Agreement;


(c)               
by either Buyer or Seller if a Governmental Entity shall have issued an order, decree or ruling or taken any other action,
in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Sale, which order, decree, ruling
or other action is final and nonappealable;


(d)              
by either Buyer or Seller if the requisite approval of the stockholders of Seller contemplated by this Agreement shall not
have been obtained by reason of the failure to obtain the requisite vote at a meeting of the stockholders of Seller, duly convened
therefor or at any adjournment or postponement thereof; provided, however, that the right to terminate
this Agreement under this Section 9.1(d) shall not be available to Seller in the event that the failure to obtain the
requisite approval of the stockholders of Seller shall have been caused by the action or failure to act of Seller, and such action
or failure to act constitutes a breach of Section 8.1 of this Agreement;


(e)               
by Seller, upon a breach of any representation, warranty, covenant or agreement on the part of Buyer set forth in this Agreement,
or if any representation or warranty of Buyer shall have become untrue, in either case such that the conditions set forth in Section 8.2(a)
or Section 8.2(b) hereof would not be satisfied as of the time of such breach or as of the time such representation
or warranty shall have become untrue; provided, however, that if such inaccuracy in Buyer’s representations
and warranties or breach by Buyer is curable by Buyer through the exercise of its commercially reasonable efforts, then Seller
may not terminate this Agreement under this Section 9.1(e) for fifteen (15) calendar days following the delivery of
written notice from Seller to Buyer of such breach, provided Buyer continues to exercise commercially reasonable efforts to cure
such breach (it being understood that Seller may not terminate this Agreement pursuant to this Section 9.1(e) if such
breach by Buyer is cured during such thirty (30) calendar day period);


(f)               
by Buyer, upon a breach of any representation, warranty, covenant or agreement on the part of Seller set forth in this Agreement,
or if any representation or warranty of Seller shall have become untrue, in either case such that the conditions set forth in Section 8.3(a)
or Section 8.3(b) hereof would not be satisfied as of the time of such breach or as of the time such representation
or warranty shall have become untrue; provided, however, that if such inaccuracy in Seller’s
representations and warranties or breach by Seller is curable by Seller through the exercise of its commercially reasonable efforts,
then Buyer may not terminate this Agreement under this Section 9.1(f) for fifteen (15) calendar days following the
delivery of written notice from Buyer to Seller of such breach, provided Seller continues to exercise commercially reasonable efforts
to cure such breach (it being understood that Buyer may not terminate this Agreement pursuant to this Section 9.1(f)
if such breach by Seller is cured during such thirty (30) calendar day period); or


(g)              
by Buyer if a Material Adverse Effect with respect to the Company or its subsidiaries shall have occurred since the date
of this Agreement; provided, however, that if such Material Adverse Effect with respect to the Company
or its subsidiaries is curable by Seller through the exercise of its commercially reasonable efforts, then Buyer may not terminate
this Agreement under this Section 9.1(g) for fifteen (15) calendar days following the occurrence of such Material Adverse
Effect, provided Seller continues to exercise commercially reasonable efforts to cure such Material Adverse Effect (it being understood
that Buyer may not terminate this Agreement pursuant to this Section 9.1(g) if such Material Adverse Effect is cured
during such thirty (30) calendar day period.


(h)              
by Seller if a Material Adverse Effect with respect to the Buyer shall have occurred since the date of this Agreement; provided,
however, that if such Material Adverse Effect with respect to the Buyer is curable by Buyer through the exercise
of its commercially reasonable efforts, then Seller may not terminate this Agreement under this Section 9.1(h) for
fifteen (15) calendar days following the occurrence of such Material Adverse Effect, provided Buyer continues to exercise commercially
reasonable efforts to cure such Material Adverse Effect (it being understood that Seller may not terminate this Agreement pursuant
to this Section 9.1(h) if such Material Adverse Effect is cured during such thirty (30) calendar day period.


(i)                
by Seller, at any time, if (i) Seller has received a Superior Offer and (ii) Seller has complied with its obligations
under Section 7.3(a) in order to accept such Superior Offer.


9.2             
Notice of Termination; Effect of Termination. Any termination of this Agreement pursuant to Section 9.1 hereof
shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto.
In the event of the termination of this Agreement pursuant to Section 9.1 hereof, this Agreement shall be of no further force
or effect, except (i) as set forth in this Section 9.2, and as set forth in Section 9.3 and Article X (General
Provisions) hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve
any party hereto from any liability for any willful breach of this Agreement.


9.3             
Fees and Expenses. Except as otherwise provided in this Section 9.3, all fees and expenses incurred in connection
with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees and expenses, whether
or not the Sale is consummated.


9.4             
Amendment. Subject to applicable law, this Agreement may be amended by the parties hereto at any time by execution
of an instrument in writing, signed on behalf of each of the parties hereto by a duly authorized officer thereof.


9.5             
Extension; Waiver. At any time prior to the Closing Date, any party hereto may, to the extent legally allowed, (i)
extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies
in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii)
waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the
part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on
behalf of such party. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.


Article
X

INDEMNIFICATION


10.1         
Indemnification.


(a)               
By Seller. Subject to the other terms and conditions of this Article X, Seller shall indemnify and hold
harmless Buyer and its officers, directors and stockholders (each an “Buyer Indemnified Party”), from and against
any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and
reasonable attorneys’ fees and related disbursements (collectively, “Claims”) suffered by such Buyer Indemnified
Party resulting from or arising out of any: (i) inaccuracy in or breach of any of the representations or warranties made by Seller
in this Agreement; or (ii) breach or nonfulfillment of any covenants or agreements made by Seller in this Agreement.


(b)              
By Buyer. Subject to the other terms and conditions of this Article X, Buyer shall indemnify and hold
harmless Seller and its officers, directors and stockholders (each an “Seller Indemnified Party”), from and
against any and all Claims suffered by such Seller Indemnified Party resulting from or arising out of any: (i) inaccuracy in or
breach of any of the representations or warranties made by Buyer in this Agreement; or (ii) breach or nonfulfillment of any covenants
or agreements made by Buyer in this Agreement.


10.2         
Indemnification Procedures for Third-Party Claims. In making a claim under this Article X, the party making
a claim is referred to as the “Indemnified Party,” and the party against whom such claims are asserted is referred
to as the “Indemnifying Party.”


(a)               
Upon obtaining knowledge of any Claim by a third party that has given rise to, or is expected to give rise to, a claim for
indemnification hereunder, the Indemnified Party shall give prompt written notice (“Notice of Claim”) of such
claim or demand to the Indemnifying Party, specifying in reasonable detail such information as the Indemnified Party may have with
respect to such indemnification claim (including copies of any summons, complaint or other pleading that may have been served on
it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). Subject to the limitations
set forth in Section 10.2 hereof, no failure or delay by an Indemnified Party in the performance of the foregoing shall
reduce or otherwise affect the obligation of the Indemnifying Party to indemnify and hold the Indemnified Party harmless, except
to the extent that such failure or delay shall have actually adversely affected the Indemnifying Party’s ability to defend
against, settle or satisfy any Claims for which the Indemnified Party is entitled to indemnification hereunder.


(b)              
If the claim or demand set forth in the Notice of Claim given by an Indemnified Party pursuant to Section 10.2(a)
hereof is a claim or demand asserted by a third party, the Indemnifying Party shall have fifteen (15) Business Days after the date
on which the Notice of Claim is delivered to notify the Indemnified Party in writing of its election to defend such third party
claim or demand on behalf of the Indemnified Party. If the Indemnifying Party elects to defend such third party claim or demand,
the Indemnified Party shall make available to the Indemnifying Party and its agents and representatives all records and other materials
that are reasonably required in the defense of such third party claim or demand and shall otherwise cooperate with, and assist
the Indemnifying Party in the defense of, such third party claim or demand, and so long as the Indemnifying Party is defending
such third party claim in good faith, the Indemnified Party shall not pay, settle or compromise such third party claim or demand.
If the Indemnifying Party elects to defend such third party claim or demand the Indemnified Party shall have the right to participate
in the defense of such third party claim or demand at the Indemnified Party’s expense. In the event, however,
that such Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying
Party and such Indemnified Party could reasonably be expected to present counsel with a conflict of interest, then the Indemnified
Party may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party shall be
liable for the reasonable fees and expenses of such counsel. If the Indemnifying Party does not elect to defend such third party
claim or demand or does not defend such third party claim or demand in good faith, the Indemnified Party shall have the right,
in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such third
party claim or demand; provided, however, that: (i) such Indemnified Party shall not have any obligation
to participate in the defense of or defend any such third party claim or demand; (ii) such Indemnified Party’s defense of
or its participation in the defense of any such third party claim or demand shall not in any way diminish or lessen the obligations
of the Indemnifying Party under the agreements of indemnification set forth in this Article X; and (iii) such Indemnified
Party may not settle any claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld
or delayed.


(c)               
Except for third party claims being defended in good faith, the Indemnifying Party shall satisfy its obligations under this
Article X in respect of a valid claim for indemnification hereunder that is not contested by the Indemnified Party
in good faith by wire transfer of immediately available funds to the Indemnified Party within thirty (30) days after the date on
which Notice of Claim is delivered to the Indemnified Party.


10.3         
Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification
claim against the Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party
shall promptly deliver notice of such claim to the Indemnifying Party in writing and in reasonable detail and shall cooperate
with, answers questions and make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate
the claim. The failure by any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from
any liability that it may have to such Indemnified Party, except to the extent that Indemnifying Party have been actually prejudiced
by such failure. If the Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its
receipt of such notice that the Indemnifying Party dispute such claim, such claim specified by the Indemnified Party in such notice
shall be conclusively deemed a liability of the Indemnifying Party under this Article X and the Indemnifying Party shall
pay the amount of such liability to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim
is estimated, on such later date when the amount of such claim is finally determined. If the Indemnifying Party disputes its liability
with respect to such claim in a timely manner, the Indemnifying Party and the Indemnified Party shall proceed in good faith to
negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to a court of
law.


10.4         
Damages. Notwithstanding anything to the contrary in this Agreement, neither party shall be liable to the other
for any consequential, indirect, exemplary or punitive damages.


Article
XI

GENERAL PROVISIONS


11.1         
Representations and Warranties. The representations and warranties of Seller and Buyer contained in this Agreement
shall survive the Closing for a period of two (2) years.


11.2         
Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered
personally or by commercial delivery service, or sent via telecopy (receipt confirmed) to the parties at the following addresses
or telecopy numbers (or at such other address or telecopy numbers for a party as shall be specified by like notice):


(a)               
if to Buyer, to:


VIVI HOLDINGS, INC.

Attn: Lucas Sodre

951 Yamato Road, Suite 101

Boca Raton, FL 33432

Email: lucas.sodre@vivitech.com.br


With a copy, which shall not constitute notice, to:


(b)              
if to Seller, to:


QPAGOS

Attn: Andrey Novikov, COO

Paseo del la Reforma 404 Piso 15 PH

Col. Juarez, Del. Cuauhtemoc

Mexico, D.F. C.P.

Email: a.novikov@qpagos.com


With a copy, which shall not constitute notice, to:


Gracin & Marlow, LLP

Leslie Marlow, Esq.

405 Lexington Avenue, 26th Floor

New York, New York 10174

Email:lmarlow@gracinmarlow.com


11.3         
Interpretation; Knowledge.


(a)               
When a reference is made in this Agreement to exhibits, such reference shall be to an exhibit to this Agreement unless otherwise
indicated. When a reference is made in this Agreement to sections, such reference shall be to a section of this Agreement. Unless
otherwise indicated the words “include,” “includes” and “including” when used herein shall
be deemed in each case to be followed by the words “without limitation.” The table of contents and headings contained
in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
When reference is made herein to “the business of” an entity, such reference shall be deemed to include the business
of all direct and indirect subsidiaries of such entity. Reference to the subsidiaries of an entity shall be deemed to include all
direct and indirect subsidiaries of such entity.


(b)              
For purposes of this Agreement the term “knowledge” means with respect to a party hereto, with respect
to any matter in question, that any of the executive officers of such party has actual knowledge of such matter or knowledge that
such individual could reasonably be expected to obtain upon reasonable investigation or inquiry into such matter.


(c)               
For purposes of this Agreement, the term “Material Adverse Effect” when used in connection with an entity
means any change, event, violation, inaccuracy, circumstance or effect that is materially adverse to the business, assets (including
intangible assets), capitalization, financial condition or results of operations of such entity and its subsidiaries taken as a
whole. For purposes of this Agreement, the term “person” shall mean any individual, corporation (including any
non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust,
company (including any limited liability company or joint stock company), firm or other enterprise, association, organization,
entity or Governmental Entity.


11.4         
Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and
the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered
to the other party, it being understood that all parties need not sign the same counterpart.


11.5         
Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements
among the parties hereto as contemplated by or referred to herein, including the Seller Disclosure Letter and the Buyer Disclosure
Letter (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof; and (ii) are
not intended to confer upon any other person any rights or remedies hereunder.


11.6         
Severability. In the event that any provision of this Agreement or the application thereof, becomes or is declared
by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full
force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably
to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this
Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes
of such void or unenforceable provision.


11.7         
Other Remedies; Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly
conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity
upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties
hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled
to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions
hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which
they are entitled at law or in equity.


11.8         
Governing Law. This Agreement, and all claims or causes of action (whether at law, in contract or in tort) that
may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed
by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of Delaware. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction
of the Court of Chancery of the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions
contemplated hereby, and, in connection with any such matter, to service of process by notice as otherwise provided herein, (ii)
agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such
court and (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby
in any court other than the Court of Chancery of the State of Delaware. Any party may make service on another party by sending
or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices
in Section 11.2.


11.9         
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation
and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction
providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.


11.10     
Assignment. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder
without the prior written approval of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.


11.11     
WAIVER OF JURY TRIAL. EACH OF BUYER AND SELLER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
ACTIONS OF BUYER OR SELLER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.


[Remainder of Page Intentionally Left
Blank]




     


     


    

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


	 	
        SELLER:

        QPAGOS

        By: /s/ Gaston Pereira

        Name:Gaston Pereira

        Title:CEO

	 	
        BUYER :

        VIVI HOLDINGS, INC.

        By: /s/ Lucas Sodré

        Name:Lucas Sodré

        Title:   CEO



 


 






[1]
Nine percent (9%) of the Buyer Common Stock shall be allocated to the following designees, Gaston Pereira (5%), Andrey Novikov
(2.5%), Joseph Abrams (1%).