Exhibit 10.2


 





 


AGREEMENT


 


FOR THE SALE AND
PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF


 


HARP ELECTRICAL
ENG. LIMITED


 


BRT HoldCo Inc.


 


BioRenewable Technologies,
Inc.


 


DATED 28 FEBRUARY
2022


 





 






     


     


    

 


Table of Contents


 







	1	DEFINITIONS AND INTERPRETATION	3
	2	SALE AND PURCHASE OF SHARES, ADJUSTMENT OF CONSIDERATION	10
	3	CONDITIONS TO COMPLETION	12
	4	PERIOD PENDING COMPLETION	13
	5	COMPLETION	14
	6	WARRANTIES	16
	7	COVENANTS BY SELLER	17
	8	CONFIDENTIAL INFORMATION	19
	9	ANNOUNCEMENTS	20
	10	NOTICES	20
	11	FURTHER ASSURANCE	22
	12	POST-COMPLETION INFORMATION	22
	13	COSTS AND EXPENSES	22
	14	SUCCESSORS AND ASSIGNS	22
	15	COUNTERPARTS	22
	16	EFFECT OF COMPLETION	23
	17	WAIVER	23
	18	SEVERANCE	23
	19	VARIATION	23
	20	ENTIRE AGREEMENT	24
	21	SURVIVAL OF OBLIGATIONS	24
	22	SET-OFF	24
	23	CONSENT TO ELECTRONIC SIGNATURES	25
	24	LAW AND JURISDICTION	25
	Schedule 1 particulars of the seller	26
	Schedule 2 particulars of the companY	27
	Schedule 3 ACTION PENDING COMPLETION	28
	Schedule 4 Completion ObLigations	31
	Schedule 5 completion Accounts	34
	Schedule 6 Accounting Expert	38
	Schedule 7 Warranties and Representations	39
	PART 1: FUNDAMENTAL WARRANTIES	39
	PART 2: GENERAL WARRANTIES	41
	PART 3: TAX WARRANTIES	82
	Schedule 8 Warranty Limitations	90
	Schedule 9 The Properties	91



 






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	PART 1: THE PROPERTIES	91
	PART 2: DETAILS OF ENCUMBRANCES	92
	PART 3: PARTICULARS OF LEASES, FEE FARM GRANTS, LICENCES OR OTHER OCCUPATIONAL ARRANGEMENTS	93
	capitalised terms are as defined in the leases.	93
	Schedule 10 pension arrangements	103





 






     


     


    

 


This agreement is dated 28 February 2022.


 


PARTIES


 


		(1)	BRT HOLDCO INC., a Delaware corporation having its registered office at Corporation Service Company,
251 Little Falls Drive, County of New Castle, Wilmington, DE 19808 (the “Buyer”); and



 


		(2)	SHANE FINNEGAN of Danestown, Balrath, Navan, Co Meath, Ireland (the “Seller”),



 


(together, the “Parties”,
and each a “Party”).


 


BACKGROUND


 


		(A)	The Seller is the legal and beneficial owner of the entire issued share capital of Harp Electrical Eng.
Limited (“HEEL” or the “Company”). Particulars of the Company are set out in Schedule 2.



 


		(B)	The Seller as legal and beneficial owner wishes to sell and the Buyer wishes to purchase the entire issued
share capital of the Company on the terms and subject to the conditions of this Agreement.



 


THE PARTIES AGREE as follows:


 


		1	DEFINITIONS AND INTERPRETATION



 


		1.1	In this Agreement and in the schedules unless the context otherwise requires or unless otherwise specified:



 


“Accounting Expert”
means an accountant in an agreed accountancy firm practising in Ireland, independent of the Parties, appointed by agreement between the
Buyer and the Seller or, in the absence of such agreement within five Business Days of the Buyer or the Seller notifying the other of
its wish to appoint an Accounting Expert, such accountant as is appointed by the President for the time being of Chartered Accountants
Ireland on the application of the first of the Buyer or the Seller to so apply. For the purposes of this definition, “agreed
accountancy firm” means such accountancy firm as is agreed between the Buyer and the Seller;


 


“Agreement” means
this agreement;


 


“Announcement” has
the meaning given to it in clause 9.1;


 


“Beneficial Ownership Regulations”
means the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019;


 


“BRT” means BioRenewable
Technologies, Inc., a Delaware corporation;


 


“BRT Shares” means
the entire issued share capital of BRT;


 


“Business” means
the business carried on by the Company;


 


“Business Day” means
a day (other than a Saturday, Sunday or public holiday) on which banks are open for retail business in Dublin and New York City;


 






     


     


    

 





“Business IP” means
all Intellectual Property owned or used by the Company in the Business and all Owned IP;


 


“Buyer’s Solicitors”
means Mason Hayes & Curran LLP, South Bank House, Barrow Street, Dublin 4, Ireland;


 


“Claim” means a
claim for breach of any of the General Warranties;


 


“Companies Act”
means the Companies Act 2014, all other enactments (whether primary or secondary), concerning, affecting or to be construed as one, read
together as one or read as one with the foregoing, the regulations and decisions of the European Union and European Community concerning
or affecting company law as are directly applicable in the State and every statutory modification and re-enactment of the foregoing for
the time being in force;


 


“Competition Act”
means the Competition Act 2002;


 


“Completion” means
completion of the matters relating to the sale and purchase of the Shares in accordance with this Agreement;


 


“Completion Accounts”
means the unaudited balance sheet of the Company as at the Completion Date, and the unaudited profit and loss account of the Company for
the financial period from the Financial Statements Date to, and including, the Completion Date, including the notes thereon, prepared
in accordance with the provisions of Schedule 5;


 


“Completion Cash”
means the aggregate of all: (a) cash on hand; (b) cash standing to the credit of any account with a bank or financial institution; and
(c) cash equivalents, in each case to which the Company is beneficially entitled as at 6.00pm on the Completion Date, as shown in the
Completion Statement;


 


“Completion Date”
has the meaning given in clause 5.1;


 


“Completion Indebtedness”
means the aggregate of all borrowings and other financial indebtedness in the nature of borrowings (including but not limited to bank
loans, the outstanding capital and interest payments of financial and operating leases, shareholder loans and outstanding pension obligations)
of the Company, as at 6.00pm on the Completion Date, as shown in the Completion Statement;


 


“Completion Statement”
means a statement setting out the amount of the Completion Cash, the Completion Indebtedness and the Completion Working Capital as shown
in, or derived from, the Completion Accounts, together with the resulting calculations of the Negative Adjustment Amount, the Positive
Adjustment Amount and the amount of any resultant payment to be made by either party to the other pursuant to clause 2.8;


 


“Completion Working Capital”
means the aggregate current assets (save for those included in Completion Cash) less the aggregate current liabilities (save for those
included in Completion Indebtedness) of the Company as at 6.00pm on the Completion Date, as shown in the Completion Statement;


 


“Condition” means
a condition set out in clause 3.1 and “Conditions” means all of those conditions;


 






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“Confidential Information”
means information (however stored) relating to or connected with the business, customers or financial or other affairs of the Company
details of which are not in the public domain including, without limitation, information concerning or relating to:


 


		(a)	the Business IP and any other property of the Company in the nature of the intellectual property;



		(b)	any technical processes, future projects, business development or planning, commercial relationships and
negotiations; or



		(c)	the marketing of goods or services including, without limitation, customer, client and supplier lists,
price lists, targets, sales, statistics, market share statistics, market research reports, surveys, advertising, other promotional materials,
details of contractual arrangements and any matters concerning the clients, customers or other persons having dealings with the Company;



 


“Connected” has,
in relation to a person, the meaning given to it in section 10 of TCA 1997 provided that any reference in that section to “company”
shall be taken to include a reference to a body corporate;


 


“Connected Person”
means a person Connected with:


 


		(a)	the Company;



		(b)	a director of the Company; and/or



		(c)	the Seller;



 


“Consideration”
means the consideration for the sale of the Shares as stated in clause 2.1.2;


 


“Consideration Shares”
means such number, excluding fractions, of the Consideration Shares credited as fully paid as at the Issue Price have the aggregate value
nearest to but not less than $3,000,000 on the date of this Agreement;


 


“Contractor” means
any current or former supplier of services to the Company (whether on their own behalf or on behalf of a body corporate and including
independent contractors, agency workers and consultants) who is not an Employee;


 


“Directors” means
those persons, being all the directors of the Company at the date of this Agreement, whose names and addresses are set out in Schedule 2;


 


“Disclosed” means
fully, clearly and accurately disclosed in the Disclosure Letter with sufficient details to enable the Buyer to identify the nature and
scope of the matter disclosed;


 


“Disclosure Letter”
means the letter dated the date of this Agreement from the Seller to the Buyer expressed to be a disclosure letter for the purposes of
this Agreement;


 


“Employee” means
any person employed by the Company under a contract of employment or any officer or director of the Company;


 


“Encumbrance” includes
any of the following, whether actual or contingent:


 


		(a)	any adverse claim or right or third party right;



		(b)	any equity, trust or equitable interest;



 






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		(c)	any right to call for the issue of, redemption, repayment or conversion into any shares, stock or loan
capital; and



		(d)	any mortgage, charge (whether fixed or floating), lease, assignment, hypothecation, pledge, lien, option,
right of pre-emption, right of retention, or right to acquire or right to restrict or any other form of security interest or right or
interest or encumbrance of whatsoever nature or any obligation (including any conditional obligation) to create any of them;



 


“Financial Statements”
means the audited balance sheets of the Company as at the Financial Statements Date and the audited profit and loss account for the financial
period ended on and as at the Financial Statement Date of the Company, including the audited consolidated balance sheet as at that date
and the audited consolidated profit and loss account for that year, together in each case with all notes and the directors’ report
and auditors’ report and all other documents and statements annexed to them;


 


“Financial Statements Date”
means 31 August 2021;


 


“Former Employee”
means any person formerly employed by the Company under a contract of employment or any former officer or director of the Company;


 


“Fundamental Warranties”
means the statements in Part 1 of Schedule 7;


 


“General Warranties”
means the statements in Part 2 of Schedule 7;


 


“Intellectual Property”
means any intellectual or industrial property rights in any part of the world existing now or in the future including patents, inventions,
registered and unregistered trade marks, designs and design rights, copyright, trade names, business names, rights in domain names, database
rights, sui generis rights, topography rights, mask work rights, plant breeders’ rights, rights in designs (whether registerable
or not), ideas, inventions, discoveries, concepts, improvements to existing technology, processes, know-how, trade secrets and rights
of the same or similar effect or nature to any of the foregoing and applications (and rights to apply for), registrations extensions and
renewals in relation to any of the foregoing and goodwill in relation to any of the foregoing (in each case, to the fullest extent and
for the full period therefor);


 


“Issue Price” means
the thirty (30) day volume weighted average price of the Renovare Shares on the Nasdaq Stock Market over the thirty (30) days up to and
including the dealing day prior to this Agreement;


 


“Long Stop Date”
means 30 June 2022 or such later date as may be agreed in writing by the Seller and the Buyer;


 


“Management Accounts”
means (a) the unaudited balance sheet of the Company as at the Management Accounts Date and (b) the unaudited profit and loss account
of the Company for the period from the Financial Statements Date ending on the Management Accounts Date;


 


“Management Accounts Date”
means 31 December 2021;


 


“Minimum Completion Working
Capital” means the estimate of the Completion Working Capital agreed between the parties in advance of Completion;


 






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“Nasdaq Stock Market”
means the stock market operated by The Nasdaq Stock Market, Inc.;


 


“Nasdaq Rules” means
the rules contained in the Nasdaq Rulebook which sets out the rules related to the qualification, listing and delisting of companies on
the Nasdaq Stock Market;


 


“Negative Adjustment Amount”
has the meaning given to it in clause 2.3.2(A);


 


“Owned IP” means
the registered and material unregistered Intellectual Property owned by the Company;


 


“Pension Schemes”
has the meaning given to it in paragraph 33.1 of Part 2 of Schedule 7;


 


“Policies” has the
meaning given to it in paragraph 6.1 in Part 2 of Schedule 7;


 


“Positive Adjustment Amount”
has the meaning given to it in clause 2.3.2(B);


 


“Prior Companies Acts”
means the Companies Acts 1963 to 2005, parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006, the Companies
(Amendment) Act 2009, the Companies (Miscellaneous Provisions) Act 2009, the Companies (Amendment) Act 2012 and the Companies (Miscellaneous
Provisions) Act 2013), every statutory modification and re-enactment of the foregoing and all other enactments (whether primary or secondary),
in operation prior to 1 June 2015, concerning or affecting, to be construed as one, read together as one or read as one with any one or
more of the foregoing;


 


“Properties” means
the properties used by the Group Companies in the Business, particulars of which are set out in Schedule 9;


 


“Relevant Business”
means the business of supplying goods or services in connection with waste treatment;


 


“Relevant
Claim” a claim under this Agreement or the Tax Deed;


 


“Relevant Territory”
means the European Union and the United Kingdom;


 


“Renovare” means
Renovare Environmental, Inc., a corporation incorporated in Delaware under file number 7958096 and having its registered address at Corporation
Trust Center, 1209 Orange St, Delaware, USA, which is the holding company of the Buyer;


 


“Renovare Shares”
means common stock in the capital of Renovare having a par value of $0.0001 per share;


 


“Seller’s Group”
means the Seller and each company in which he holds (as legal or beneficial owner) shares and each holding company and subsidiary of each
such company, including any such shareholdings and companies arising after the date of this Agreement, with the exception in each case
of holdings for investment purposes not more than 5% of the nominal value of any class of securities listed or dealt with on a recognised
stock exchange;


 


“Seller’s Solicitors”
means Rowley Law Solicitors, 56 Main Street, Rathfarnham, Dublin 14, D14 E1E5;


 






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“Shares” means all
of the issued shares in the capital of the Company set out in set out in Schedule 2;


 


“Stockholder Meeting”
means a special meeting of stockholders of Renovare to be convened in order to approve the Transaction;


 


“Tax” or “Taxation”
has the meaning given to it in the Tax Deed;


 


“Tax Authority”
has the meaning given to it in the Tax Deed;


 


“Tax Deed” means
the deed of covenant relating to Tax in the agreed form;


 


“Tax Warranties”
means the statements contained in Part 3 of Schedule 7;


 


“TCA 1997” means
the Taxes Consolidation Act 1997;


 


“Transaction” means
the acquisition of the Shares pursuant to the terms of this Agreement;


 


“Transaction Documents”
means this Agreement, the Tax Deed and the Disclosure Letter; and


 


“Warranties” means
the statements contained in Schedule 7.


 


		1.2	Any reference to a document being “in approved terms” or in “agreed form”
means, in relation to that document, the form agreed between the Seller and the Buyer.



 


		1.3	The contents of the schedules form an integral part of this Agreement and any reference to “this
Agreement” shall be deemed to include the schedules. Words defined in the background to this Agreement are incorporated into
this Agreement.



 


		1.4	Headings in this Agreement are for convenience only. They are not a part of and do not affect the interpretation
of this Agreement.



 


		1.5	Any reference to a clause, paragraph or schedule is a reference to a clause, paragraph or schedule of
this Agreement.



 


		1.6	Any phrase introduced by the terms “including”, “include”, “in
particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit
the sense of the words preceding those terms.



 


		1.7	Unless the context otherwise requires, words denoting any gender shall include all other genders, words
in the singular shall include the plural and words in the plural shall include the singular.



 


		1.8	Any reference to a person shall be construed so as to include any individual, firm, body corporate, unincorporated
body, government, state, agency, joint venture, association, partnership, foundation, trust, works council or employee representative
body (in each case whether or not having separate legal personality).



 


		1.9	Any reference to Ireland does not include Northern Ireland.



 


		1.10	Any reference to “law” or similar expression includes all or any bye-law, certificate,
decree, directive, injunction, instrument, judgment, law (including common law and equity), legislation, notice, order,
regulation, requirement, resolution, guideline, statute, statutory instrument, treaty and any binding code of conduct, code of practice,
guidance note or standard of any administrative, executive, governmental, judicial or regulatory agency, authority, body or court in any
jurisdiction or anything similar to any of the foregoing.



 






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		1.11	Any reference to any provision of any legislation shall, unless the context clearly indicates to the contrary,
be a reference to legislation of Ireland.



 


		1.12	Unless the context otherwise requires or unless otherwise specified, for the purpose of construction of
the Warranties, insofar as the Company carries on any part of its business outside of Ireland, the references to any statutory provision
enacted or accounting principles applying in Ireland shall be deemed to include references to any equivalent provision in the local legislation
in force or generally accepted accounting principles applying where the Company so carries on business and the references to any governmental
or administrative authority or agency shall include references to the equivalent local government or administrative authority or agency.



 


		1.13	Any reference to an Irish legal term for any action, remedy, method of judicial proceedings, legal document,
legal status, court, official, register or any legal concept or thing or otherwise shall, in respect of any jurisdiction other than Ireland,
be deemed to include a reference to what most nearly approximates to the Irish legal term in that jurisdiction.



 


		1.14	Any reference to any law shall be construed as a reference to that law and any law made under, deriving
validity from, to be read with or to be construed with that law, in each case as extended, amended, replaced or re-enacted from time to
time whether before or after the date of this Agreement, provided that, as between the Parties, no such extension, amendment, replacement
or re-enactment made after the date of this Agreement shall apply for the purposes of this Agreement to the extent that it would impose
any new or extended obligation, liability or restriction on or otherwise adversely affect the rights of the Buyer.



 


		1.15	All sums payable by the Seller pursuant to this Agreement shall be paid free and clear of all deductions
or withholdings (including Tax) and free and clear from any set off or counterclaim unless the deduction or withholding is required by
law. If a deduction or withholding is required by law or if the Buyer shall incur any liability to Tax in respect of any payment pursuant
to this Agreement, the Seller shall pay such additional amounts as shall be required to ensure that the net amount received by the Buyer
(after Tax) will be equal to the full amount which would have been received and retained by it had no such deduction or withholding been
made and/or no such liability of Tax been incurred.



 


		1.16	Any statement, representation, warranty or undertaking in this Agreement or the Disclosure Letter which
is qualified by the expression “to the best of the knowledge, information and belief of the Seller”, “so far as the
Seller is aware” or any similar expression shall be deemed to include a warranty that such statement, representation, warranty or
undertaking has been made after the Seller have made due, diligent and careful enquiry and includes the awareness or knowledge, information
and belief of the Company.



 


		1.17	“Writing” or any similar expression shall include by means of email or comparable means
of communication.



 





		1.18	If any action or duty to be taken or performed under any of the provisions of this Agreement would fall
to be taken or performed on a day which is not a Business Day, that action or duty shall be taken or performed on the Business Day next
following that date.



 






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		1.19	All references to time are references to Irish standard time.



 


		1.20	Any reference in the Warranties to the Companies Act 2014 shall be read as including, with respect to
the period before 1 June 2015, the Prior Companies Acts and reference to a provision in the Companies Act 2014 shall be read as including
a reference to the corresponding provision in the Prior Companies Acts.



 


		1.21	Where any conversion between Euro and another currency is required to be made under the provisions of
this Agreement (a “Conversion Calculation”), the conversion rate to be used for the purpose of the Conversion Calculation
shall be the mean of the Euro exchange rate for such currency for each of the 20 Business Days immediately prior to the date on which
the Conversion Calculation is made as calculated by the exchange rate office of the Central Bank of Ireland.



 


		1.22	Any reference in this Agreement to an “indemnity” or “indemnifying” any person
against any circumstance includes indemnifying and holding that person harmless (on demand and on an after Tax basis) from all actions,
claims, demands, awards, penalties, fines and proceeding (including any liability to Taxation) from time to time made against that person
and all loss or damage and all payments, costs or expenses (including reasonable legal and other professional costs) made or incurred
by that person as a consequence of or which would not have arisen but for that circumstance.



 


		2	SALE AND PURCHASE OF SHARES, ADJUSTMENT OF CONSIDERATION



 


	2.1	Sale and Purchase



 


		2.1.1	Upon the terms of this Agreement and subject to the Conditions, with effect from Completion the Seller
shall sell as legal and beneficial owner and the Buyer shall buy the full legal and beneficial interest in the Shares free from all Encumbrances
together with all rights and advantages attaching or accruing to them now or in the future including without limitation the right to receive
all dividends, distributions and return of capital declared, paid, created or arising on or after the Completion Date.



 


		2.1.2	The purchase price of the Shares is the Consideration Shares (the “Purchase Price”).



 


		2.1.3	The Purchase Price shall be paid by the Buyer as follows:



 


		(A)	the Consideration Shares shall be issued to the Seller at Completion credited as fully paid in accordance
with clause 5.4.2.



 


		2.1.4	The Consideration may be adjusted following Completion in accordance with the provisions of clause 2.3
and Schedule 5.



 


		2.1.5	The Buyer shall not be obliged to complete the purchase of any of the Shares unless the purchase of all
the Shares is completed simultaneously in accordance with the provisions of this Agreement.



 






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		2.2	The Seller waives all rights of pre-emption over any of the Shares conferred upon it in any way (for itself
and on behalf of the other members of its group, where relevant) and shall procure that no later than Completion all rights of pre-emption
and other similar or comparative rights over and in respect of the Shares conferred upon or held by any other person are waived so as
to permit the sale and purchase of the Shares. The Seller confirms that all shareholders’ agreements relevant to the Shares or the
Company are terminated.



 


	2.3	Completion Accounts



 


		2.3.1	The Buyer and the Seller acknowledge that the Consideration has been agreed between the Parties on the
basis that the Completion Working Capital will equal the Minimum Completion Working Capital and that the Completion Cash will equal the
Completion Indebtedness. To the extent that this is not the case, the Consideration shall be adjusted in accordance with clauses 2.3.2
and 2.3.3.



 


		2.3.2	The Consideration shall be adjusted as follows:



 


		(A)	If:



 


		(1)	the Completion Working Capital is less than the Minimum Completion Working Capital, the amount of the
Consideration shall be reduced on a euro for euro basis by an amount equal to such shortfall; and/or



 


		(2)	the Completion Cash is less than the Completion Indebtedness, the amount of the Consideration shall be
reduced on a euro for euro basis by an amount equal to such shortfall,



 


(any such reductions together being
the “Negative Adjustment Amount”).


 


		(B)	If:



 


		(1)	the Completion Working Capital is greater than the Minimum Completion Working Capital, the amount of the
Consideration shall be increased on a euro for euro basis by an amount equal to such excess; and/or



 


		(2)	the Completion Cash is greater than the Completion Indebtedness, the amount of the Consideration shall
be increased on a euro for euro basis by an amount equal to such excess,



 


(any such increases together being
the “Positive Adjustment Amount”).


 


		(C)	If there is both a Negative Adjustment Amount and a Positive Adjustment Amount, the lesser of such amounts
shall be set off against the greater of such amounts for the purpose of determining whether a net payment is to be made by the Seller
to the Buyer or by the Buyer to the Seller in accordance with clause 2.3.3.



 






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		2.3.3	The Seller shall pay the Negative Adjustment Amount (after set-off of
any lesser Positive Adjustment Amount), if any, to the Buyer or the Buyer shall pay the Positive Adjustment Amount (after set-off of any
lesser Negative Adjustment Amount), if any, to the Seller, as the case may be, and such payment shall be made within 5 Business Days of
the agreement or determination of the Completion Accounts and the Completion Statement in accordance with Schedule 5 by transfer
of funds for same day value to the Buyer’s euro account, or as the case may be, the Seller’s euro account.



 


		3	CONDITIONS TO COMPLETION



 


		3.1	Completion of the sale and purchase of the Shares under this Agreement is conditional on the following
Conditions being satisfied on terms that are satisfactory to the Buyer, in each case on or before the Long Stop Date:



 


		3.1.1	the approval of the Transaction at the Stockholder Meeting;



 


		3.1.2	the simultaneous completion of the acquisition by the Buyer of the BRT Shares;



 


		3.1.3	no fact, matter, event or circumstance having occurred or which is likely to occur which has or is likely
to have a material adverse change on the condition (financial, legal or business) or future prospects of the Group; and



 


		3.1.4	the Buyer and/or its advisers having been furnished such access, facilities and explanations as shall
be required by it for the preparation of a comprehensive review, investigation and report in respect of the Group Company and its business,
assets, liabilities and prospects of each Group Company and the Buyer having been satisfied, in its absolute discretion as to the outcome
of such review and investigation and the contents of such report.



 


		3.2	With respect to the Conditions:



 


		3.2.1	the Buyer and Seller shall use all reasonable endeavours to procure that each of the Conditions in clauses
3.1.1 to 3.1.4 is fulfilled on or before the Long Stop Date;



 


		3.2.2	if, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent a
Condition being satisfied, it shall immediately inform the other Parties;



 


		3.2.3	the Party responsible for satisfaction of each Condition shall inform the other Parties of satisfaction
of the relevant Condition immediately on becoming aware of the same; and



 


		3.2.4	the Buyer and the Seller shall co-operate fully in all actions necessary to procure the satisfaction of
the Conditions in clause 3.1.1 to 3.1.4 including the provision by the Parties of all information reasonably necessary to make any notification
or filing that the Buyer deems to be necessary or as required by any relevant authority, keeping the other party informed of the progress
of any notification or filing and providing such other assistance as may reasonably be required.



 






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		3.3	The Buyer may waive any of the Conditions in clause 3.1 by notice in writing to the Seller.



 


		3.4	If any of the Conditions (except for those Conditions with which compliance has been waived in accordance
with clause 3.3) have not been satisfied or waived by the Long Stop Date, this Agreement shall automatically terminate with immediate
effect.



 


		3.5	If this Agreement terminates in accordance with clause 3.4 then the further rights and obligations
of each of the Parties cease immediately on termination. Termination does not affect a Party’s accrued rights and obligations at
the date of termination.



 


		4	PERIOD PENDING COMPLETION



 


		4.1	The Seller covenants and undertakes with the Buyer, in the period from the date of this Agreement to Completion:



 


		4.1.1	to operate the Business in the usual course and in such manner so as to ensure that no act, event or omission
shall occur which would reasonably be expected to result in a breach of the Warranties; and



 


		4.1.2	to procure that the Company shall (unless the Buyer otherwise agrees in writing) comply with the provisions
of Schedule 3.



 


		4.2	If at any time before Completion the Seller becomes aware or has a reasonable expectation that there is:



 


		4.2.1	any breach or non-fulfilment by the Seller of its obligations under this Agreement;



 


		4.2.2	any matter or thing which may arise or become known to it after the date of this Agreement which is inconsistent
with any of the Warranties; or



 


		4.2.3	a fact, matter, event or circumstance has occurred or may occur which has or is likely to have a material
adverse change on the condition (financial, legal or business) or future prospects of the Group,



 


the Seller undertakes to immediately
notify the Buyer in sufficient written detail to enable the Buyer to make an accurate assessment of the situation.


 


		4.3	If, at any time before or at Completion:



 


		4.3.1	the Seller fails to comply with clause 4.1;



 


		4.3.2	the Seller gives notice under clause 4.2;



 


		4.3.3	any matter of which the Buyer is notified under clause 4.2 which is capable of remedy or prevention
by the Seller but is not remedied or prevented within 7 days of receipt of the notification from the Buyer or by the Completion Date (whichever
is the earlier);



 


		4.3.4	the Seller is in breach of any Warranties or the Buyer considers that the Seller has breached any term
of this Agreement; or



 






    13


     


    

 





		4.3.5	the Buyer becomes aware of any fact, matter, event or circumstance which either alone or together with
any other matter, fact or circumstance of which the Buyer is aware has or is likely to have a material adverse change on the condition
(financial, legal or business) or future prospects of the Group,



 


the Buyer may, in addition and without
prejudice to any right or remedy which it may have against the Seller, by notice to the Seller:


 


		4.3.6	proceed to Completion so far as practicable;



 


		4.3.7	defer Completion to a date not more than 20 Business Days after the date on which Completion would otherwise
have taken place in which case the provisions of this Agreement will continue to apply as if the deferred date is the Completion Date;
or



 


		4.3.8	terminate this Agreement in which event clause 4.5 will apply and this Agreement will automatically
terminate.



 


		4.4	If the Buyer terminates this Agreement in accordance with clause 4.3, then the further rights and
obligations of each of the Parties cease immediately on termination. Termination does not affect a Party’s accrued rights and obligations
at the date of termination.



 


		4.5	If this Agreement automatically terminates as a result of the non-satisfaction of the Conditions or the
Buyer elects to terminate the agreement in accordance with clause 4.3 above then, in addition to and without prejudice to any other
right or remedy, the Seller shall indemnify the Buyer against all costs, charges, fees and expenses incurred by it in connection with
the negotiation, preparation, execution or termination of this Agreement and the satisfaction of any Condition.



 


		5	COMPLETION



 


		5.1	Completion of the sale and purchase referred to in clause 2 shall take place on the date that is
three Business Days after the date on which the last of the Conditions is satisfied or waived, if waiver is permitted (the “Completion
Date”). On Completion, all legal and beneficial right, title and interest in the Shares, free from all Encumbrances and together
with all rights and advantages attaching or accruing to them now or in the future including without limitation the right to receive all
dividends, distributions and return of capital declared, paid, created or arising on or after the Completion Date shall pass to the Buyer.



 


		5.2	At Completion the Seller shall comply with its obligations as set out in Schedule 4.



 


		5.3	At Completion the Seller shall procure the:



 


		5.3.1	discharge of all sums owing (if any) to the Company (whether then due for payment or not) by the Seller
or a member of the Seller’s Group, any Directors or any Connected Person;



 


		5.3.2	release of the Company from all securities, guarantees, indemnities, undertakings, obligations or
                                                                     liabilities (including contingent liabilities) of any nature given by or binding upon the Company in relation to any debt,
                                                                     obligation or liability (including any contingent liability) of any member of the Seller’s Group. Pending release, each of the
                                                                     Seller shall indemnify and keep indemnified the Buyer as
trustee for itself and the Company from and against any cost, claim, loss, liability, demand, damage or expense of any nature at any time
suffered or incurred by it arising out of or in connection with any such securities, guarantees, indemnities, undertakings, obligations
or liabilities; and



 






    14


     


    

 


		5.3.3	waiver of any claims against the Company, its agents and/or Employees which any member of the Seller’s
Group or any Connected Person of the Seller may have outstanding at Completion.



 


		5.4	At Completion, upon compliance by the Seller with the provisions of clauses 5.2 and 5.3, the Buyer
shall:



 


		5.4.1	comply with its obligations as set out in Schedule 4;



 


		5.4.2	procure that Renovare allots and issues the Consideration Shares to the Seller; and



 


		5.4.3	comply with its obligations as set out in Schedule 6.



 


		5.5	If in any respect the obligations of the Seller are not complied with at Completion, the Buyer may:



 


		5.5.1	defer Completion to a date not more than 20 Business Days after Completion should have taken place but
for the said default (and so the provisions of this clause 5.5 shall apply to Completion as deferred);



 


		5.5.2	proceed to Completion so far as practicable (without prejudice to its rights under this Agreement); or



 


		5.5.3	terminate this Agreement, in which event clause 5.6 shall apply and this Agreement will automatically
terminate without prejudice to the rights and liabilities which accrued prior to termination which shall continue to subsist.



 


		5.6	If the Buyer elects to terminate the agreement in accordance with clause 5.5 then the Seller shall
indemnify the Buyer against all costs, charges, fees and expenses incurred by it in connection with the negotiation, preparation, execution
or termination of this Agreement and the satisfaction of any Condition.



 


		5.7	The Seller irrevocably and unconditionally appoints the Buyer solely to the extent set out in this clause 5.7
as its lawful attorney (and to the complete exclusion of any rights that it may have in that regard) for the purpose of exercising all
rights attaching to the Shares held in each of the Seller’s name or exercisable by the Seller in its capacity as a member of the
Company including:



 


		5.7.1	exercising any voting and other rights and receiving any benefits and entitlements which attach to or
arise in respect of any of the Shares in the Seller’s name and on the Seller’s behalf;



 


		5.7.2	receiving notices of and attending all meetings of any members of the Company in the Seller’s name
and on the Seller’s behalf as a member of the Company; and



 






    15


     


    

 





		5.7.3	to the extent necessary in furtherance of clauses 5.7.1 and 5.7.2 above, generally approving or executing
documents and doing any acts or things in relation to any of the Shares as the Buyer thinks fit in the Seller’s name and on the
Seller’s behalf,



 


from Completion to the day on which
the Buyer or its nominee is entered in the register of members as the holder of the Shares. For this purpose, the Seller authorises and
instructs the Company to send all communications and payments in respect of the Shares to the Buyer during such period.


 


		6	WARRANTIES



 


		6.1	The Seller warrants and represents to the Buyer that each Warranty is true, accurate and not misleading
at the date of this Agreement.



 


		6.2	The Warranties shall be deemed to have been repeated by the Seller on each day up to the Completion Date
and entered into again at the Completion Date by reference to the facts and circumstances subsisting at that date and those prior dates.
For this purpose only, where there is any reference to the “date of this Agreement” in relation to any Warranty it shall be
construed as a reference to each such date.



 


		6.3	The Seller acknowledges that the Buyer is entering into this Agreement in reliance on each of the Warranties
and that the Warranties have been given as a representation with the intention of inducing the Buyer to enter into this Agreement.



 


		6.4	Except as Disclosed, no information of which the Buyer, its agents or advisers has knowledge relating
to the Company (actual, constructive or imputed) or which could have been discovered (whether by investigation made by or on behalf of
the Buyer) will prejudice or prevent any claim made by the Buyer in respect of the Warranties or operate to reduce any amount recoverable
in respect of any breach of any of the Warranties.



 


		6.5	No information supplied by or on behalf of the Company, its professional advisers or employees prior to
Completion to the Seller or its agents, representatives or advisers in connection with the Warranties and the Disclosure Letter and otherwise
in relation to the business and affairs of the Company shall be regarded as a representation, warranty or guarantee of its accuracy by
the Company to the Seller or constitute a defence or the basis of any claim for indemnity or contribution to any claim by the Buyer in
this Agreement.



 


		6.6	With respect to claims the Seller agrees and undertakes to the Buyer and to each person referred to in
this clause 6.6 that it will not make any claim against the Company, any Employee or professional adviser to the Company in respect
of any misrepresentation, inaccuracy or omission in or from the information or advice in relation to the business and affairs of the Company
provided by any such person to the Seller on whom the Seller may have relied on before entering into this Agreement or any of the transactions
contemplated under this Agreement and which it may have used for the purpose of assisting it to make a representation, give a Warranty
or prepare the Disclosure Letter.



 


		6.7	Each of the Warranties is to be construed separately and except where this Agreement provides otherwise
shall not be limited or restricted by reference to any other Warranty or other provision in this Agreement.



 






    16


     


    

 





		6.8	The liability of the Seller (if any) under the General Warranties and the Tax Warranties shall be limited
in accordance with the provisions of Schedule 8.



 


		6.9	The Fundamental Warranties are not and shall not be qualified or limited in any manner whatsoever by any
provision of this Agreement, including without prejudice to the generality of the above or the limitations set out in Schedule 8,
the Disclosure Letter or otherwise.



 


		6.10	Any payment due in respect of any claim under this Agreement or the Tax Deed shall for all purposes be
deemed to be and shall take effect as a reduction in the Consideration.



 


		7	COVENANTS BY SELLER



 


		7.1	For the purpose of assuring to the Buyer the full benefit of ownership of the Company and in consideration
of the Buyer agreeing to buy the Shares on the terms of this Agreement, the Seller covenants and undertakes with the Buyer that it will
not directly or indirectly and through ownership or control of any body corporate or by influencing any person or otherwise howsoever
and will procure that no member of the Seller’s Group will without the prior written consent of the Buyer:



 


		7.1.1	for a period of two years beginning on the Completion Date engage or become involved or interested in
the Relevant Business in the Relevant Territory;



 


		7.1.2	for a period of two years beginning on the Completion Date, deal with any person who is at the Completion
Date, or who has been at any time during the period of 12 months immediately preceding that date, a client or customer of the Company;



 


		7.1.3	for a period of two years beginning on the Completion Date, canvass, solicit or otherwise seek the custom
of any person who is at the Completion Date, or who has been at any time during the period of 12 months immediately preceding that date,
a client or customer of the Company;



 


		7.1.4	interfere or take any steps as may interfere with the continuance of supplies (or the terms relating to
those supplies) to the Company from any suppliers who are at the Completion Date or who have been at any time during the period of 12
months immediately preceding that date supplying materials, components, products, goods or services to the Company;



 


		7.1.5	for a period of two years beginning on the Completion Date:



 


		(A)	offer employment to, or enter into a contract for services with, solicit or attempt to entice away from
the Company any individual who is at the time of the offer or attempt employed or engaged directly or indirectly with the Company; or



 


		(B)	procure or facilitate the making of any offer or attempt by any other person;



 


		7.1.6	use in the course of a business similar to that being carried on by the Company at Completion any one
or more of the following names or any name which is capable of being confused
with such names: “Harp Renewables”, ”“Harp Electrical Engineering” or “Harp”;



 






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		7.1.7	use any trade or service mark, business or domain name, design or logo which, at Completion, was or had
been used by the Company;



 


		7.1.8	use anything which is, in the reasonable opinion of the Buyer, capable of confusion with such words, mark,
name, design or logo; and



 


		7.1.9	except as permitted by law, use or reveal to any person any secret concerning the Company or Confidential
Information until such time as it falls into the public domain otherwise than by reason of a breach of this covenant and undertaking.



 


		7.2	Nothing in this clause 7 prevents the Seller from holding (as legal or beneficial owner) for investment
purposes not more than 5% of the nominal value of any class of securities listed or dealt with on a recognised stock exchange.



 


		7.3	The restrictions in this clause 7 shall apply to the Seller acting in any capacity whatsoever, whether
directly or indirectly, solely or jointly, on its own behalf or on behalf of any other person, in any company or firm, as principal, director,
officer, employee or shareholder or as consultant or partner.



 


		7.4	Each covenant and undertaking contained in clause 7.1 shall be construed as a separate covenant and
undertaking and:



 


		7.4.1	if any one or more of the covenants and undertakings or any part of a covenant and undertaking or the
extent of the Relevant Territory is held to be against the public interest or unlawful or in any way unreasonable (for example, by reason
of the area, duration or type or scope of the covenant and undertaking) the remaining covenants and undertakings, or, as the case may
be, the remaining part of the covenants and undertakings shall continue in full force and effect and shall bind the Seller;



 


		7.4.2	the Parties consent to a court giving effect to a covenant and undertaking in such reduced form as may
be decided by any court of competent jurisdiction in order that it be held to be reasonable; and



 


		7.4.3	at any time after the date of this Agreement the Seller shall at the request and cost of the Buyer execute
those documents and do those acts and things as the Buyer may reasonably require for the purpose of giving the Buyer the full benefit
of the provisions of this clause 7.



 


		7.5	The Seller shall, to the extent in its power of procurement, procure that all potential business relating
to the Relevant Business is referred by it to the Buyer.



 


		7.6	The Seller shall, with effect from the Completion Date, procure the change of name of any company in the
Seller’s Group to such company name which does not contain any name used in the business as carried on by the Company in the 12-month
period prior to and including the Completion Date.



 






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		8	CONFIDENTIAL INFORMATION



 


		8.1	After Completion, the Seller undertakes to the Buyer not at any time to disclose or cause to be disclosed
to any person or use for any purpose any Confidential Information.



 


		8.2	Clause 8.1 shall not apply to:



 


		8.2.1	disclosure of any Confidential Information to Employees, agents or advisers of the Buyer whose province
it is to know about the Confidential Information;



 


		8.2.2	disclosure of any Confidential Information required by law, regulation, governmental authority, Tax Authority
or similar body;



 


		8.2.3	disclosure required to comply with the rules of any listing authority or securities exchange on which
the shares of Renovare (or any member of its Group) are listed or traded;



 


		8.2.4	disclosure of any Confidential Information to any adviser for the purpose of advising the Seller on terms
that this clause 8 shall apply to any use or disclosure by the Seller; or



 


		8.2.5	any Confidential Information which comes into the public domain otherwise than by breach of this clause
8 by the Seller,



 


provided that before
the Seller discloses any Confidential Information in accordance with clause 8.2.2, that the Seller shall (to the extent permitted by law)
use his commercially reasonable endeavours to:


 


		8.2.6	inform the Buyer of the full circumstances of the disclosure and the information that will be disclosed,
and take all such steps as may be reasonable and practicable in the circumstances to agree the content of such disclosure with the Buyer
before making the disclosure;



 


		8.2.7	consult with the Buyer as to the possible steps to avoid or limit disclosure and take those steps where
they would not result in significant adverse consequences to the Seller; and



 


		8.2.8	where the disclosure is by way of public announcement, agree the wording with the Buyer in advance.



 


		8.3	The provisions of this clause 8 shall apply to the Buyer with the necessary modifications to protect (other
than in respect of the Company) information not in the public domain relating to the business and affairs of the Seller which the Buyer
acquires by virtue of the negotiations preceding, or the transaction provided for in, this Agreement.



 


		9	ANNOUNCEMENTS



 


		9.1	Subject to clause 9.2, no announcement, communication or circular (“Announcement”)
concerning the sale or purchase of the Shares or any ancillary matter shall be made by any Party or at the request or on behalf of any
Party without the prior written approval of the other of the content and timing of that Announcement.



 






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		9.2	Any Party may make an Announcement concerning the sale or purchase of the Shares or any ancillary matter
if required by:



 


		9.2.1	the law of any relevant jurisdiction; or



 


		9.2.2	any securities exchange or regulatory or governmental body to which any Party is subject or submits, wherever
situated, whether or not the requirement has the force of law,



 


in which case the Party concerned shall
take all steps as may be reasonable and practicable in the circumstances to agree the contents of the Announcement with the other Parties
before making the Announcement and provided that the Announcement shall be made only after notice to the other Party.


 


		9.3	The restrictions contained in this clause 9 shall continue to apply after termination of this Agreement
without limit in time.



 


		9.4	The Parties agree to the issue of a market announcement and/or press release in agreed form immediately
following signing of this Agreement and/or Completion.



 


		10	NOTICES



 


		10.1	Notices and other communications to any Party to this Agreement required or permitted under this Agreement
must be in writing and will be sufficiently served if:



 


		10.1.1	delivered by hand; or



 


		10.1.2	sent by prepaid registered post, or



 






    20


     


    

 


		10.1.3	sent by email,



 





to the address specified below in this
clause or to any other address as is from time to time notified to the other Party in accordance with the provisions of this clause or
another address customarily used:


 


	Name	Address for service
	SELLER	For the
attention of:
 Shane Finnegan 

  

Danestown 

Balrath 

Navan

 Co. Meath 

Ireland 

  

info@harprenewables.com 
	BUYER	For the
attention of:
 Tony Fuller 

  

80 Red Schoolhouse Rd Ste 101 

Chestnut Ridge, NY 

10977-7052

 United States 

  

tfuller@renovareenv.com 



 


		10.2	Unless there is evidence that it was received earlier, any notice or communication shall be deemed to
have been served:



 


		10.2.1	if delivered by hand, on delivery;



 


		10.2.2	if sent by prepaid registered post, on the second Business Day after date of posting; or



 


		10.2.3	if sent by email, when the email is sent,



 


provided that, if in accordance with
the above provisions, any notice or communication is delivered by hand or email after 5.30pm (Irish time) on a Business Day or on any
day that is not a Business Day, that notice or communication shall be deemed to have been served at 9.00am (Irish time) on the next Business
Day.


 


		10.3	Each person giving a notice or making a communication under this Agreement by email may promptly confirm
the notice or communication by post to the person to whom the notice or communication was addressed but the absence of any confirmation
shall not affect the validity of the notice or communication or the time upon which it is deemed to have been served.



 


		10.4	This clause 10 does not apply to the service of any proceedings in any legal action.



 






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		11	FURTHER ASSURANCE



 


The Seller shall (and shall procure
that any other necessary party shall) at its own cost and expense promptly execute all documents and do all things as the Buyer may require
from time to time in order to perfect the right, title and interest of the Buyer to the Shares or of the Company to any asset or as otherwise
may be necessary or desirable in order to grant to the Buyer the full benefit and effect of this Agreement.


 


		12	POST-COMPLETION INFORMATION



 


The Seller shall at its own cost and
expense provide or procure the provision to the Buyer of all information in its possession or under its control which the Buyer shall
from time to time reasonably require subsequent to Completion relating to the business and affairs of the Company and will give or procure
to be given to the Buyer, its advisors and agents access to (including the right to take copies of) any documents in its possession or
under its control containing such information as the Buyer may from time to time reasonably require.


 


		13	COSTS AND EXPENSES



 


Each Party shall bear all costs, charges,
fees or expenses incurred by it in connection with the negotiation, preparation, execution and performance of this Agreement.


 


		14	SUCCESSORS AND ASSIGNS



 


		14.1	The Buyer may assign its rights, obligations or both or grant any Encumbrance or security interest over
any of its rights under this Agreement without the consent of the other Parties, provided that the Buyer shall after the assignment or
grant notify the other Parties. The Seller must obtain the prior consent of the Buyer to assign its rights, obligations or both under
this Agreement.



 


		14.2	This Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors,
personal representatives and permitted assigns.



 


		14.3	No Party shall subcontract or delegate in any manner any or all of its obligations under this Agreement
to any third party or agent.



 


		14.4	Each Party is acting on its own behalf and not for the benefit of another person.



 


		15	COUNTERPARTS



 


		15.1	The Parties may execute and witness this Agreement in any number of counterparts, including electronic
counterparts. Each counterpart constitutes an original executed counterpart and all counterparts together constitute one document. This
Agreement is not effective until each Party has executed and delivered at least one counterpart.



 


		15.2	Transmission of a physical or electronic copy of an executed counterpart of this Agreement, whether executed
by wet ink or electronic signature, shall take effect as delivery of an original executed counterpart of this Agreement. If this method
of delivery is adopted, each Party that has executed a counterpart by wet ink signature must provide the other Parties with the wet ink
counterpart as soon as reasonably practicable after delivery (but failure to do so shall not affect the validity, enforceability or binding
effect of this Agreement).



 






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		16	EFFECT OF COMPLETION



 


The rights and remedies of the Buyer
in respect of any claim under this Agreement or under the Tax Deed shall not be affected by Completion, or by the termination of this
Agreement or the Tax Deed.


 


		17	WAIVER



 


		17.1	A waiver of any term, provision or condition of or consent granted under this Agreement shall be effective
only if given in writing and signed by the waiving or consenting Party and then only in the instance and for the purpose for which it
is given.



 


		17.2	No failure or delay by any Party in exercising any right or remedy under this Agreement shall operate
as a waiver of that or any other right or remedy.



 


		17.3	A Party that exercises in whole or in part any right and remedy provided under this Agreement or by law
is not precluded or restricted from the further exercise of that or any other right or remedy.



 


		17.4	Any right or remedy conferred upon the Buyer for breach of this Agreement shall be in addition to and
without prejudice to all other rights and remedies available to it whether pursuant to this Agreement or provided for by law.



 


		18	SEVERANCE



 


		18.1	Each provision and each part of each provision of this Agreement is separate, severable and enforceable.
If at any time any provision (or part of a provision) is adjudged by any court or body of competent jurisdiction to be void or unenforceable,
neither the validity, legality or enforceability of the remaining provisions of this Agreement in that jurisdiction nor any provision
of this Agreement in any other jurisdiction shall be in any way affected or impaired by that judgment.



 


		18.2	If all or any part of a provision of this Agreement transpires not to be enforceable against any of the
Parties, that non-enforceability shall not render that provision unenforceable against any other Party.



 


		18.3	If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of
it was deleted or modified, the provision shall apply with whatever deletion or modification is necessary to give effect to the commercial
intention of the Parties. The Parties consent to a court or body of competent jurisdiction giving effect to a provision in such modified
form as may be decided by that court or body.



 


		19	VARIATION



 


This Agreement may be varied only by
a document in writing signed by or on behalf of all the Parties or their authorised representatives. No other form of variation is permitted.


 


		20	ENTIRE AGREEMENT



 


		20.1	This Agreement and any documents referred to in it or annexed to it constitutes the entire agreement and
understanding of the Parties and supersedes any previous agreement between the Parties relating to the subject matter of this Agreement.



 






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		20.2	Each Party acknowledges and agrees that in entering into this Agreement and the documents referred to
in it or annexed to it, it has not relied on any statement, representation, warranty or undertaking of any person which is not expressly
set out in this Agreement or those documents referred to in it or annexed to it.



 


		20.3	Nothing in this Agreement shall limit or exclude any liability for fraud.



 


		21	SURVIVAL OF OBLIGATIONS



 


The provisions of this Agreement which
have not been performed on Completion shall remain in full force after Completion.


 


		22	SET-OFF



 


		22.1	The following provisions shall apply in relation to a liability of the Buyer to the Seller:



 


		22.1.1	the Buyer shall be entitled but not obliged at any time or times and without notice to the Seller to set
off any liability of the Seller to the Buyer in respect of a Claim or a claim under the Tax Deed or this Agreement against any liability
of the Buyer to the Seller under this Agreement (in each case whether any such liability is present or future, liquidated or unliquidated
and irrespective of the currency of its denomination) and may for such purpose convert or exchange any currency;



 


		22.1.2	any exercise by the Buyer of its rights under this clause 22 shall be without prejudice to any other
right to set-off, abatement or deduction available to the Buyer whether under this Agreement at law or otherwise;



 


		22.1.3	even if the Seller accepts that the Buyer has a Claim or a claim under the Tax Deed or this Agreement
or challenges the amount claimed, any withholding by the Buyer shall not discharge the Seller from its obligations under this Agreement
or under the Tax Deed. If it is subsequently finally determined in proceedings taken in accordance with clause 24 (Governing Law
and Jurisdiction) that the Buyer was not entitled to withhold anything or that it withheld more than it was entitled to withhold, the
Buyer shall pay to the Seller the amount improperly withheld; and



 


		22.1.4	if the Buyer withholds any amounts in accordance with this clause 22, the Buyer shall, to the extent
of that withholding, be discharged from its obligations under this Agreement unless and until it is subsequently finally determined in
proceedings taken in accordance with clause 24 that the Buyer was not entitled to withhold anything, or that it withheld more than
it was entitled to withhold.



 


		23	CONSENT TO ELECTRONIC SIGNATURES



 


		23.1	Each Party may sign and witness this Agreement by any form of electronic signature. Each Party agrees
that an electronic signature is conclusive evidence of a Party’s intention to be bound by this Agreement as if signed by a wet ink
signature.



 


		23.2	If a Party stores a duly executed copy of this Agreement in an electronic format that maintains its integrity
and allows unchanged reproduction of the stored information, this constitutes an original of this Agreement and may be relied on as evidence
of this Agreement.



 






    24


     


    

 





		24	LAW AND JURISDICTION



 


		24.1	This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of
or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Ireland.



 


		24.2	Each of the Parties irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts
of Ireland to settle any disputes or claims (including non-contractual disputes or claims) arising out of or in connection with this Agreement
or its subject matter or formation.



 


IN WITNESS of which this Agreement has
been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.


 






    25


     


    

 


Schedule 1





 


particulars of the seller


 


	Seller’s Name	Shares held by the Seller	Cash Consideration	Consideration Shares
	Shane Finnegan	100 ordinary shares of €1.00 each in the capital of HEEL.	None	Renovare Shares having an aggregate value of $3,000,000, subject to the terms of the Agreement.


 









    26


     


    

 


Schedule 2


 





particulars of the companY


 


	Name of company:	Harp Electrical Eng. Limited
	Registered number:	360257
	Registered office:	Brownstown, Kentstown, Navan Co. Meath, Navan, Meath, Ireland
	Place of incorporation:	Ireland
	Date of incorporation:	15/08/2002
	Type of company:	Private company limited by shares
	Status:	Normal
	Authorised share capital (if relevant):	€1,000,000 made up of 1,000,000 ordinary shares of €1.00 each.
	Issued share capital:	€100 made up of 100 ordinary shares of €1.00 each.
	Registered shareholders:	Name and address:	Number and class of shares held:
	 	Shane Finnegan of Danestown, Balrath, Navan, Co Meath, Ireland.	100 ordinary shares of €1.00 each.
	Beneficial owners of shares (if different):	Name and address:	Number and class of shares held:
	 	Not applicable.	Not applicable.
	Directors’ full names and addresses:	Shane Finnegan of Danestown, Balrath, Navan, Co Meath, Ireland.

Patricia Finnegan of Danestown, Balrath, Navan, Co Meath, Ireland.
	Secretary’s full name and address:	Shane Finnegan of Danestown, Balrath, Navan, Co Meath, Ireland.
	Full name and address of Registered Persons (if any):	None.
	Financial year end:	31 August.
	Annual return date:	31 May.
	Date last annual return filed:	31 May 2021
	Charges over shares or company’s assets:	1.    Floating Debenture created on 21 September 2018 in favour of Bank of Ireland.

2.    Charge of Receivables created on 24 September 2018 in favour of GC Factoring Ireland Limited.
	Statutory auditors:	PKF-FPM Accountants (Ireland) Limited



 






    27


     


    

 


Schedule 3


 





ACTION PENDING COMPLETION


 


		1.	Action pending completion



 


		1.1	Unless otherwise agreed in writing by the Buyer, the Seller shall and shall ensure that the Company shall:



 


		1.1.1	not create, allot, issue, acquire, repay or redeem any share or loan capital or agree, arrange or undertake
to do any of those things or acquire or agree to acquire, an interest in a corporate body or merge or consolidate with a corporate body
or any other person, enter into any demerger transaction or participate in any other type of corporate reconstruction;



 


		1.1.2	not pass any shareholders’ resolution;



 


		1.1.3	not declare, pay or make a dividend or distribution;



 


		1.1.4	continue, without amendment, each of the Policies and not do or omit to do anything which might:



 


		(A)	make any of the Policies void or voidable;



 


		(B)	result in an increase in the premium payable under any of the Policies;



 


		(C)	prejudice the ability to effect equivalent insurance in the future; or



 


		(D)	entitle any of the insurers under any of the Policies to refuse indemnity cover in relation to particular
claims in whole or in part;



 


		1.1.5	not acquire or dispose of, or agree to acquire or dispose of, any revenues, assets, Business IP, business
or undertakings except in the usual course of its business or assume or incur, or agree to assume or incur, a liability, obligation or
expense (actual or contingent) except in the usual course of its business;



 


		1.1.6	not make or agree to make any capital expenditure in excess of €50,000 or incur, or agree to incur,
a commitment or commitments involving capital expenditure exceeding in total €50,000;



 


		1.1.7	not enter into a long-term, onerous, unusual or material agreement, arrangement or obligation (including
an agreement, arrangement or obligation of the type referred to in paragraph 12 of Schedule 7 Part 2 (Warranties));



 


		1.1.8	not amend or terminate an agreement, arrangement or obligation to which it is a party;



 


		1.1.9	not enter into any agreement, arrangement or obligation with or incur any liability to the Seller, any
member of the Seller’s Group (other than the Company), an Employee, Former Employee or a Connected Person;



 






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		1.1.10	not create or agree to create any Encumbrance over an asset or Business IP or redeem or agree to redeem
any existing Encumbrance over an asset or Business IP;



 


		1.1.11	not make any payment out of or drawings on its bank account other than payments made in the ordinary and
usual course of its business and not make any payments in the usual course of its business which exceed in total €10,000;



 


		1.1.12	not create, incur or amend the terms of any borrowing or indebtedness in the nature of borrowing (except
pursuant to facilities Disclosed and where the borrowing or indebtedness in the nature of borrowing does not exceed the amount available
to be drawn by the Company under those facilities);



 


		1.1.13	not give, or agree to give, a guarantee, indemnity or other agreement to secure, or incur financial or
other obligations with respect to another person’s obligations;



 


		1.1.14	not enter into any transaction with any person which is otherwise than at arm’s length and for full
value;



 


		1.1.15	protect, defend, enforce, maintain and renew each of the Business IP and continue and prosecute any pending
application for the Business IP;



 


		1.1.16	not enter into any tenancy, lease or licence agreement or arrangement or other commitment of any nature
in respect of any of the Properties;



 


		1.1.17	not vary the terms of occupation of any of the Properties or settle any rent review or terminate any lease,
tenancy or licence;



 


		1.1.18	not carry out any developments upon the Properties;



 


		1.1.19	not make any claim in respect of Tax;



 


		1.1.20	not amend the terms and conditions of employment or engagement of an Employee or provide or agree to provide
any increase in the remuneration or other emoluments or benefits of or provide any other benefits or privileges to Employees or employ,
engage or terminate the employment of any person;



 


		1.1.21	not enter into any agreement with any trade union or other collective bargaining agreement;



 


		1.1.22	not establish or announce to any person any proposal to establish any retirement, death or disability
benefit scheme of or in respect of any of the Employees or Former Employees or any dependant of any such person;



 


		1.1.23	not grant, create, make, announce or propose to make any changes to the Pension Schemes, retirement, death
or disability benefit or any existing benefits;



 


		1.1.24	not start litigation or arbitration proceedings;



 


		1.1.25	except in the usual course of its business, not compromise, settle, release, discharge or compound litigation
or arbitration proceedings or a liability, claim, action, demand or dispute, or
waive a right in relation to litigation or arbitration proceedings;



 






    29


     


    

 


		1.1.26	conduct its business in accordance with all applicable laws;



 


		1.1.27	not make any change to its accounting practices or policies as applied to the financial statements;



 


		1.1.28	not licence or agree to licence the Business IP except in the usual course of business;



 


		1.1.29	co-operate with the Buyer (to the extent permitted by applicable laws) to:



 


		(A)	promptly give to the Buyer and its agents and advisors such information in relation to the Company as
any of them may request from time to time;



 


		(B)	promptly give access to the Buyer and its agents and advisors access to the business, premises, employees,
agents, advisors, customers, computer systems, records (whether held in documentary form or otherwise) of the Group and give copies of,
the books and records of the Company including the statutory books, minute books, leases, licences, contracts, details of receivables,
Business IP, supplier lists and customer lists in the possession or control of the Company as they or any of them may require from time
to time;



 


		(C)	ensure the efficient continuation or management and operations of the Company; and



 


		(D)	prepare for the introduction of the Buyer’s normal working procedures in preparation of Completion.



 









    30


     


    

 


Schedule 4





 


Completion ObLigations


 


		1.	SELLER’S COMPLETION OBLIGATIONS



 


		1.1	At Completion, the Seller shall deliver to the Buyer’s Solicitor (unless the Buyer waives any such
requirement):



 


		1.1.1	evidence in a form reasonably satisfactory to the Buyer (by way of a certificate of the Seller’s
Solicitors or otherwise) of satisfaction of the Conditions set out in clause 3.1;



 


		1.1.2	evidence of the authority of any person or persons executing or attesting the execution of this Agreement
on behalf of the Seller and any other document on its behalf to do so and in each case certified to be a true copy by a director or secretary
of the Seller;



 


		1.1.3	a copy of a resolution of the board of directors of the Company authorising the execution of the performance
by the Company of its obligations under each of the documents to be executed by it;



 


		1.1.4	duly executed transfers in respect of the Shares in favour of the Buyer or as it may direct, together
with share certificates or, in the case of share certificates found to be missing, an indemnity in a form satisfactory to the Buyer;



 


		1.1.5	any waivers, consents or releases required to enable the Buyer or its nominees to be full legal and beneficial
owners of the Shares;



 


		1.1.6	any notice required by chapter 5 part 5 of the Companies Act 2014 (duty to notify disclosable interests)
in respect of the Shares;



 


		1.1.7	an irrevocable power of attorney in the agreed terms duly executed by each registered holder of the Shares
which enables the Buyer or its nominee (pending registration of the relevant transfers) to attend and vote at general meetings of the
Company.



 


		1.1.8	a letter of resignation in the agreed terms from Patricia Finnegan as a director of the Company;



 


		1.1.9	the statutory books, records and registers (complete and duly written up to date), common seal, certificate
of incorporation, certificates of incorporation on change of name, if any, and all documents, contracts licences, agreements, insurance
policies, records, papers, files, books and accounts of the Company;



 


		1.1.10	a copy of the constitution of the Company certified by the secretary of the Company as a true, complete
and accurate copy as at Completion;



 


		1.1.11	copies of all bank mandates of the Company and the bank statements of the Company as at the close of business
on the last Business Day prior to Completion and a reconciliation statement prepared by the Seller to show the position on Completion,
taking into account cheques unpresented and standing orders payable
since the date of those bank statements;



 






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		1.1.12	all cheque books, lodgement books and unused cheques of the Company;



 


		1.1.13	all credit cards in the name of or for the account of the Company;



 


		1.1.14	written confirmation from the Sellers that the charges over the assets of the Company in favour of Bank
of Ireland and GC Factoring Ireland Limited have been satisfied in full and that any outstanding judgements against any Group Company
have been discharged in full;



 


		1.1.15	leases relating to the Properties and all ancillary and related documents (including, without limitation,
a statutory declaration for the purposes of the Family Home Protection Act 1976) as may be required by the Buyer;



 


		1.1.16	written confirmation of the consent of any party required in connection with the acquisitions of the Shares
by the Buyer;



 


		1.1.17	CG50A Clearance Certificate under section 980 of the TCA 1997;



 


		1.1.18	a deed in agreed terms from the Seller acknowledging that neither the Seller, any member of the Seller’s
Group nor any Connected Person has any claim against the Company and that there is no agreement or arrangement under which the Company
has any actual, contingent or prospective obligation to any such person;



 


		1.1.19	where any agreement or arrangement referred to immediately above in paragraph 1.1.18 previously existed,
evidence of the release or termination of it in a form satisfactory to the Buyer;



 


		1.1.20	the Seller shall repay and will procure that any Connected Person shall repay all amounts owed by it or
its Connected Person to the Company, whether due for payment or not;



 


		1.1.21	in respect of the Seller, a tax reference number together with confirmation of the tax head to which it
relates and evidence of the issue of such tax reference number to the Seller;



 


		1.1.22	any other documents or property of the Company as may be specified by the Buyer;



 


		1.1.23	confirmation in a form agreed by the Buyer that all shareholders’ agreements relevant to the Shares
are terminated;



 


		1.1.24	contracts of employment in the agreed terms duly executed by key individuals and the Buyer or its nominated
company;



 


		1.1.25	the Tax Deed duly executed by the Seller; and



 


		1.1.26	a letter from the natural person(s) with an indirect or direct interest of over 25% in the Company confirming
that such person will, with effect from Completion, cease to be a beneficial owner within the meaning of the Beneficial Ownership Regulations
in relation to the Company; and



 






    32


     


    

 





		1.1.27	in respect of each natural person that is a beneficial owner of the Company within the meaning of the
Beneficial Ownership Regulations, their name, address, date of birth, nationality, personal public services number (PPSN) or RBO number
(as the case may be).



 


		1.2	At Completion, the Seller shall procure that a meeting of the board of directors of the Company takes
place at which:



 


		1.2.1	the registration of the Buyer or its nominees as a member of the Company in respect of the Shares are
approved (subject only to stamping);



 


		1.2.2	the resignations of a director referred to in paragraph 1.1.8 of this Schedule 4 are accepted
with effect from the end of the relevant meeting;



 


		1.2.3	Tony Fuller and Brian Essman are appointed as directors, secretary and statutory auditors of the Company
with effect from the end of the relevant meeting;



 


		1.2.4	all existing mandates for the operation of bank accounts of the Company are revoked and new mandates are
issued giving authority to the person or persons as the Buyer may nominate; and



 


		1.2.5	the registered office of the Company is changed to such address as the Buyer may specify to the Seller
in writing prior to Completion.



 


		2.	BUYER’S COMPLETION OBLIGATIONS



 


		2.1	At Completion, the Buyer



 


		2.1.1	shall deliver to the Seller the Tax Deed duly executed by the Buyer; and



 


		2.1.2	shall produce confirmation of the satisfaction of the Conditions set out in clause 3.1.



 









    33


     


    

 


Schedule 5


 


completion
Accounts


 


		1.	Definitions



 


For the purposes of this Schedule 5:


 


“Draft Completion Accounts”
has the meaning given to it in paragraph 2.1 of this Schedule 5; and


 


“Draft Completion Statement”
has the meaning given to it in paragraph 2.1 of this Schedule 5.


 


		2.	Preparation of Completion Accounts



 


		2.1	The Buyer will procure that a draft of the Completion Accounts (the “Draft Completion Accounts”)
and the Completion Statement (the “Draft Completion Statement”) be prepared, which the Buyer shall deliver to the Seller
as soon as practicable and in any event no later than 50 Business Days after the Completion Date.



 


		2.2	The Draft Completion Accounts and Draft Completion Statement shall be prepared on a basis consistent with
and subject to the policies, principles and practices used in the preparation of the Financial Statements and for the avoidance of doubt
using the headings contained within the Pro Forma Completion Accounts.



 


		2.3	The Seller shall give such assistance and access to information as the Buyer may require to enable it
to prepare the Draft Completion Accounts and the Draft Completion Statement within the period referred to in paragraph 2.1.



 


		2.4	The Seller shall, within 10 Business Days of receipt of the Draft Completion Accounts and the Draft Completion
Statement, communicate to the Buyer in writing:



 


		2.4.1	whether or not the Seller agrees with the Draft Completion Accounts and the Draft Completion Statement;
and



 


		2.4.2	in the case of disagreement, a written statement of the areas of dispute (the “Dispute Notice”)
to include:



 


		(A)	the item or items disputed;



 


		(B)	the reasons for such dispute; and



 


		(C)	a statement of how, in the opinion of the Seller, the Draft Completion Accounts and/or the Draft Completion
Statement should be adjusted.



 


Only those items or amounts specified
in the Dispute Notice shall be treated as being in dispute (the “Disputed Items”) and no adjustment may be made by
either the Seller or the Buyer, or any Accounting Expert to which the matter is referred pursuant to paragraph 2.8 below, to any items
or amounts in the Draft Completion Accounts or the Draft Completion Statement that are not Disputed Items.


 






    34


     


    

 





		2.5	The Seller shall be deemed to have confirmed its agreement to the Draft Completion Accounts and the Draft
Completion Statement in the event that the Buyer has not received any written confirmation or Dispute Notice within the period specified
in paragraph 2.4 above and upon the expiration of such period, the Draft Completion Accounts and the Draft Completion Statement shall
become final and binding on the Parties and shall constitute the Completion Accounts and the Completion Statement for the purposes of
this Agreement.



 


		2.6	If the Seller notifies the Buyer of its agreement with the Draft Completion Accounts and the Draft Completion
Statement within the period specified in paragraph 2.4 above, the Draft Completion Accounts and the Draft Completion Statement shall upon
receipt by the Buyer of such notice become final and binding on the Parties and shall constitute the Completion Accounts and the Completion
Statement for the purposes of this Agreement.



 


		2.7	If the Seller submits a Dispute Notice to the Buyer within the period specified in paragraph 2.4 above,
the Parties shall use reasonable endeavours to resolve the Disputed Items. If the Buyer and the Seller resolve the matters in dispute
as set out in the Dispute Notice, the Draft Completion Accounts and the Draft Completion Statement (as amended by agreement between the
Parties) shall then become final and binding on the Parties and shall constitute the Completion Accounts and the Completion Statement
for the purposes of this Agreement.



 


		2.8	If the Buyer and the Seller fail to resolve the Disputed Items within 10 Business Days of the date of
receipt by the Buyer of a Dispute Notice, any Party may refer the matters in dispute to the Accounting Expert to procure a resolution
to the dispute in accordance with Schedule 6.



 


		2.9	Save as provided in paragraph 3 of this Schedule, the Buyer and the Seller shall bear and pay their respective
costs incurred in connection with the preparation and agreement of the Draft Completion Accounts and the Draft Completion Statement.



 


		3.	Pro Forma Completion Accounts



 


The Completion Statement shall be produced
in the following pro forma format:


 


	Completion Working Capital	€	€
	Current Assets	 	 
	Trade Debtors	x	 
	Prepayments	x	 
	 	 	 
	Total Current Assets	 	x
	 	 	 
	Current Liabilities	 	 
	Trade Creditors	x	 
	Payroll and Payroll Taxes Accrual	x	 
	Accruals	x	 
	Wages Holiday Accruals	x	 





 






    35


     


    

 


	[Any other items]	x	 
	Total Current Liabilities	 	x
	 	 	 
	Working Capital [A]	 	x
	Target Completion Working Capital [B]	 	x
	Excess / (Shortfall) Completion Working Capital [A] - [B]	 	x
	 	 	 
	Completion Cash	€	€
	Cash at bank	x	 
	Cash on hand	x	 
	Cash standing to the credit of any account with a bank or financial institution	x	 
	 	 	 
	Plus cash-like items	 	 
	Preliminary corporation tax paid for the period post Completion	x	 
	Any debtor balances owing from Directors at Completion	x	 
	 	 	 
	Total Completion Cash	 	x
	 	 	 
	Completion Indebtedness	€	€
	Bank overdraft	x	 
	Bank loans	x	 
	Shareholder loans	x	 
	Outstanding pension obligations	x	 
	The outstanding capital and interest payments of financial and operating leases	x	 
	Leasing (including Insurance Lease)	x	 
	Corporation Tax accrual for the period to Completion	x	 
	Credit card balances	x	 
	Any balances owing to Directors at Completion	x	 
	[Any other items]	x	 
	Total Completion Indebtedness	 	x





 






    36


     


    

 


	Adjustment Amount	€	€
	Completion Working Capital 	x	 
	Target Completion Working Capital	(x)	 
	[Positive/Negative] Adjustment Amount 	 	x
	Completion Cash	x	 
	Completion Indebtedness	(x)	 
	[Positive/Negative] Adjustment Amount 	 	x
	Overall [Positive/Negative] Adjustment Amount To Be Paid 	 	x


 









    37


     


    

 


Schedule 6


 





Accounting Expert


 


		1.	The Accounting Expert shall act on the following basis:



 


		1.1	the Accounting Expert shall act as an expert and not as an arbitrator and the provisions of the Arbitration
Act 2010 will not apply to him or his determination;



 


		1.2	the Accounting Expert shall make his or her determination as soon as possible but in any event, unless
otherwise agreed between the Buyer and the Seller, within 20 Business Days of the matter being referred to him or her in accordance with
paragraph 2.8 of Schedule 5;



 


		1.3	in giving his or her determination, the Accounting Expert shall provide a report in writing which states
what adjustments (if any) are necessary to be made to the Draft Completion Accounts and Draft Completion Statement in respect of the Disputed
Items;



 


		1.4	each of the Buyer and the Seller shall give and shall (to the extent it is within their respective power
of procurement) procure that the Accounting Expert has full access to the information and documentation in their respective possession
or control that he or she shall reasonably require for the purposes of making his determination;



 


		1.5	the fees and expenses of the Accounting Expert shall be borne equally by the Buyer and the Seller and,
if the fees are paid in full by any Party, the appropriate proportion shall be due from the other Party as a debt due on demand; and



 


		1.6	in the absence of fraud or manifest error, the decision of the Accounting Expert shall be final and binding
upon the parties and the Draft Completion Accounts and the Draft Completion Statement as adjusted in accordance with the decision of the
Accounting Expert shall be final and binding on the parties and shall constitute the Completion Accounts and the Completion Statement
for the purposes of this Agreement.



 









    38


     


    

 


Schedule 7


 





Warranties and Representations


 


PART 1: FUNDAMENTAL
WARRANTIES


 


		1.	Power to sell the Shares



 


		1.1	The Seller has taken all necessary actions and has all requisite power and authority to sell the Shares
held by it and to enter into and perform this Agreement and the other documents referred to in it (to which the Seller is a party) in
accordance with their respective terms.



 


		1.2	This Agreement and the other documents referred to in it constitute (or shall constitute when executed)
valid, legally binding and enforceable obligations on the Seller in accordance with their respective terms.



 


		1.3	The execution, delivery, performance of or compliance by the Seller with its obligations under this Agreement
and any document referred to in it (to which the Seller is a party) does not violate or constitute a default of any agreement or instrument
to which it is a party or which is binding on it or over its assets, result in the existence of or oblige it to create any security over
its assets or breach any law or restriction applicable to the Seller.



 


		2.	Shares in the Company



 


		2.1	The Seller is the registered and beneficial owner of the entire issued share capital of the Company free
from any Encumbrance and is entitled to transfer the legal and beneficial title to the Shares to the Buyer free from any Encumbrance without
the consent of any other person, court, government authority or otherwise. The Shares have been properly allotted and issued and are fully
paid or credited as fully paid.



 


		2.2	No person has any right to require at any time the transfer, creation, issue, allotment, redemption, repayment
or conversion of any share, share warrant or option, loan capital or other security (or any rights or interest in them) of the Company.
The Seller has not agreed to confer any such rights and no person has claimed any such right.



 


		2.3	The Company is a company validly existing and in good standing under the laws of its jurisdiction of incorporation
with all requisite corporate power and authority to own, lease and operate its properties and assets to carry on its business as presently
conducted by it and to consummate the transactions contemplated by this Agreement.



 


		3.	Solvency of the Seller



 


		3.1	The Seller:



 


		3.1.1	is able to pay its debts as they fall due;



 


		3.1.2	is not subject to any circumstance that would render it capable of being deemed to be insolvent or unable
to pay its debts as they fall due pursuant to any applicable law;



 


		3.1.3	has not had repayment of any debt demanded before its stated maturity, unless same has been discharged
in full;



 






    39


     


    

 





		3.1.4	has not sought protection from enforcement action by its creditors, or take steps preparatory to so doing
pursuant to any applicable law;



 


		3.1.5	is not subject to any unsatisfied judgement for debt;



 


		3.1.6	has not had a receiver appointed or invited the appointment of a receiver, over any part of its property
or undertaking;



 


		3.1.7	being an individual, has not:



 


		(A)	been served with a demand capable of grounding a bankruptcy summons, if unsatisfied, or had a bankruptcy
summons or petition presented against him;



 


		(B)	presented a debtor’s petition for bankruptcy or taken any action in preparation for presenting same;



 


		(C)	been adjudicated bankrupt; or



 


		(D)	availed of any of or sought to avail of any mechanisms provided under the Personal Insolvency Act 2012;



 


		3.1.8	being a body corporate, has not,



 


		(A)	called a meeting to pass a resolution for its winding up; or



 


		(B)	taken any steps to present a petition, had a petition presented or presented a petition for its winding
up or for the appointment of an examiner;



 


		3.1.9	has not entered or proposed to enter into any composition or arrangement with or for its creditors (including
an individual voluntary arrangement); or



 


		3.1.10	has not been the subject of any other event analogous to any of the foregoing in any jurisdiction.



 









    40


     


    

 


PART 2: GENERAL
WARRANTIES


 


		1.	Warranties and Information



 


		1.1	The particulars of the Company set out in Schedule 2 and the background to this Agreement are true,
complete, accurate and not misleading.



 


		1.2	All information given by or on behalf of the Seller, its agents or advisers to the Buyer, its agents or
advisers in the course of the negotiations leading up to this Agreement was when given and is now true, complete, accurate and not misleading.



 


		1.3	There is no information that has not been Disclosed which, if Disclosed, might reasonably be expected
to affect the willingness of the Buyer to enter into the transaction contemplated by this Agreement on the terms of this Agreement.



 


		2.	Constitutional and corporate documents



 


		2.1	Copies of the constitution and corporate documents of the Company have been Disclosed and such copy documents:



 


		2.1.1	are true, complete and accurate in all respects;



 


		2.1.2	have attached to them copies of all resolutions of any kind which has been passed by its shareholders
and agreements required by applicable law to be so attached; and



 


		2.1.3	fully set out all the rights and restrictions attaching to each class of shares in the capital of the
Company.



 


		2.2	All statutory books, minute books and registers of the Company have been properly kept, are written up
to date and contain a true, complete and accurate record of all matters which should be contained in them. No notice or allegation has
been received by the Company that any such books or registers are incorrect or should be rectified. All such books and registers are in
the possession of or under the control of the Company.



 


		2.3	All returns, particulars, resolutions and other documents that the Company is required by law to file
with or deliver to any authority in any jurisdiction (including, in particular, the Registrar of Companies in Ireland) have been properly
prepared and filed and were true, complete and accurate.



 


		2.4	All dividends or distributions declared, made or paid by the Company have been declared, made or paid
in accordance with the constitutional documents of the Company, all applicable laws and any agreements or arrangements made with any third
party regulating the payment of dividends and distributions.



 


		2.5	No transfer of any shares in the capital of the Company have been registered, except in accordance with
all applicable laws and the constitutional documents of the Company and all such transfers have been duly stamped (where applicable).



 


		2.6	The Company has not at any time:



 


		2.6.1	purchased, redeemed, reduced, forfeited or repaid any of its own share capital or purchased any shares
in its holding company or agreed to any of the foregoing;



 






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		2.6.2	created treasury shares;



 


		2.6.3	provided capital, cash or assets to any company on terms whereby the company so capitalised has in consideration
issued shares, loan stock or other securities on terms which were otherwise than by way of a bargain made at arm’s length or where
the shares, loan stock or other securities acquired are shown in the audited financial statements at a value in excess of their market
value at the time of acquisition; or



 


		2.6.4	capitalised or agreed to capitalise in the form of shares, debentures, other securities or otherwise any
profits or reserves of any class or description or passed or agreed to pass any resolution to do so.



 


		3.	Shares in other companies and joint ventures and partnerships



 


		3.1	The Company:



 


		3.1.1	does not hold, beneficially own and has not agreed to acquire any shares, loan capital or other securities
in any company or merge or consolidate with any person;



 


		3.1.2	has not at any time had any subsidiaries or subsidiary undertakings;



 


		3.1.3	is not and has not agreed to become a member of any partnership or other unincorporated association, joint
venture or consortium;



 


		3.1.4	does not control or take part in the management of any company or business organisation nor has it agreed
to do so; or



 


		3.1.5	does not have any branch or permanent establishment outside of Ireland.



 


		4.	Compliance with laws



 


		4.1	The Company has at all times conducted its business and dealt with its assets in accordance with and has
acted in compliance with all applicable laws.



 


		4.2	Neither the Company nor any Employee or Former Employee has been convicted of an offence in relation to
the business or affairs of the Company. All Employees and all people engaged in the business of and who are providing services to the
Company have in the conduct of their duties complied with all applicable laws.



 


		4.3	Without prejudice to paragraphs 4.1 and 4.2, the Company has not:



 


		4.3.1	entered into any arrangement or transaction in breach of section 238 of the Companies Act 2014;



 


		4.3.2	made any loans or quasi loans (within the meaning of section 219 of the Companies Act 2014), entered into
any credit transaction as creditor or entered into any guarantee or indemnity or provided any security connection with a loan, quasi-loan
or credit transaction in breach of any applicable laws;



 


		4.3.3	entered into a service contract with any director of the Company in breach of section 249 of the Companies
Act 2014;



 






    42


     


    

 





		4.3.4	had a notice served by its statutory auditors in accordance with any applicable laws;



 


		4.3.5	been and is not related to any other company for the purpose of section 599 of the Companies Act 2014
and is not and will not at any time be liable to be subject to an order made under that section by virtue of any act (whether of commission
or of omission) that occurred prior to the date of this Agreement;



 


		4.3.6	been struck off and subsequently restored to the register of companies;



 


		4.3.7	entered into any transaction or arrangement particulars of which would, require to be contained in the
financial statements and which are not so contained; or



 


		4.3.8	allowed the provisions of chapter 5 part 5 of the Companies Act 2014 to be breached.



 


		5.	Licences and consents



 


		5.1	In these paragraphs (Licences and consents):



 


“Consent” means
any licence, consent, permit, authority or other authorisation necessary for the Company to carry on its business in the places and in
the manner in which it is carried on at the date of this Agreement.


 


		5.2	The Company is not carrying on or has ever carried on business in any place without holding all necessary
licences, consents, permits, authorities and authorisations.



 


		5.3	True, complete and accurate details of each Consent and copies of all related documents have been Disclosed.



 


		5.4	Each Consent is valid and subsisting, there has been no breach of any of its terms or conditions and there
is no reason why it should be or may be (in whole or in part) revoked, suspended, cancelled or not renewed on the same terms.



 


		6.	Insurance



 


		6.1	In these paragraphs (Insurance):



 


“Policies” means
all insurance policies maintained by the Company.


 


		6.2	True, complete and accurate details of the Policies have been Disclosed.



 


		6.3	The Company maintains and has at all material times maintained insurance policies which provide adequate
cover against such risks as companies carrying on the same type of business or owning property or assets of a similar nature as the Company
insure against.



 


		6.4	The Policies are in full force and effect, all premiums due on them have been paid and all conditions
of the Policies have been performed and observed.



 


		6.5	The Company has not done or omitted to do anything that may result in an increase in the premium payable
for any of the Policies, adversely affect the renewal of any of the Policies or permit any insurer
to terminate or avoid any of the Policies or decline cover in respect of any claim under any of the Policies.



 






    43


     


    

 


		6.6	None of the Policies is:



 


		6.6.1	subject to any special or unusual terms or restrictions;



 


		6.6.2	subject to the payment of any premium in excess of the normal rate; or



 


		6.6.3	void or voidable and nothing has been done or omitted to be done which could make any of them void or
voidable.



 


		6.7	Details of all insurance claims made by the Company during the period of 36 months ending on the date
of this Agreement have been Disclosed.



 


		6.8	There are no outstanding claims under or in respect of the validity of any of the Policies and, so far
as the Seller is aware, there are no circumstances likely to give rise to a claim under any of the Policies.



 


		7.	Powers of attorney and power to bind



 


		7.1	There are no powers of attorney granted by the Company which are currently in force.



 


		7.2	No person is entitled or authorised in any capacity to bind or commit the Company to any obligation outside
the ordinary course of the Business.



 


		7.3	Details of those persons who have authority to bind the Company in the ordinary course of the Business
have been Disclosed.



 


		8.	Disputes and investigations



 


		8.1	In these paragraphs (Disputes and investigations):



 


“Competent Body”
means any body capable of imposing a Sanction on a Relevant Person, in any jurisdiction, including any:


 


		(a)	governmental body or agency;



		(b)	regulatory, statutory or similar body or agency; and



		(c)	professional or industry body of which any Relevant Person is a member or which can approve, licence or
restrict a Relevant Person from performing any role, function or office for the Company,



 


and Competent Body shall include any
officer, committee or other organ of such body capable of imposing a Sanction;


 


“Excluded Proceedings”
means any:


 


		(a)	debt collection proceedings in which a Relevant Person is acting as creditor the aggregate claim in all
such proceedings does not exceed €10,000; or
		(b)	proceedings in respect of minor motoring offences, the maximum penalty for which does not include a custodial
sentence;



 





“Proceedings” means
any:


 


		(a)	civil, criminal, enforcement, administrative, mediation, arbitration or other proceedings;
		(b)	administrative process pursuant to which a Sanction can be imposed on a Relevant Person; or



 






    44


     


    

 


		(c)	claims, actions or hearings,



 


before any court, ombudsman, tribunal
(including a domestic tribunal capable of imposing any Sanction on any Relevant Person whether by virtue of any contract with a Relevant
Person, or membership of any body by a Relevant Person, or otherwise), Competent Body or any body or person equivalent to any of the foregoing
in any jurisdiction;


 


“Relevant Person”
means the Company and any:


 


		(a)	director or officer of the Company;



		(b)	person in respect of any professional membership, approval, licence or lack of restriction relevant to
any role, function or office customarily performed by that person for the Company; or



		(c)	person for whose acts the Company may be vicariously liable; and



 


“Sanction” means
any:


 


		(a)	financial redress, fine, penalty, award of costs or official reprimand;



		(b)	custodial sentence or imprisonment;



		(c)	revocation or restriction of any licence, approval or privilege;



		(d)	finding of unfitness or restriction in relation to carrying out any role, function or office;



		(e)	imposition of additional capital or supervisory requirements;



		(f)	order for specific performance or rescission; or



		(g)	thing of equivalent effect to any of the foregoing or any combination of them.



 


		8.2	No Relevant Person is engaged or involved in or otherwise subject to any Proceedings other than Excluded
Proceedings.



 


		8.3	No Relevant Person is party to, or the subject of any dispute with or any investigation or inquiry by
any Competent Body.



 


		8.4	Other than Excluded Proceedings, no Proceedings have been threatened or are pending by or against any
Relevant Person and there are no circumstances likely to give rise to any such Proceedings.



 


		8.5	The Company:



 


		8.5.1	is not affected by any unsatisfied or existing or pending judgment, order, decree or other decision or
ruling of a court, tribunal, ombudsman, arbitrator or any Competent Body; or



 


		8.5.2	has not given any undertaking to any court, tribunal, ombudsman, arbitrator, Competent Body or any other
third party arising out of or in connection with, any Proceedings or settlement of any such proceedings which remains in force.



 






    45


     


    

 


		9.	Defective products and services



 


		9.1	The Company has not manufactured or sold any products or supplied any services which were, are or will
become faulty or defective or not compliant with:



 


		9.1.1	any warranties or representations expressly or impliedly made by or on behalf of the Company in connection
with such products or services; or



 


		9.1.2	any laws applicable to such products or services.



 


		9.2	No proceedings have been started, are pending or have been threatened against the Company:



 


		9.2.1	in which it is claimed that any product manufactured or sold by the Company is defective, not appropriate
for its intended use or has caused bodily injury or material damage to any person or property; or



 


		9.2.2	in respect of any services supplied by the Company.



 


		9.3	There are no disputes between the Company and any of their respective customers, clients or any third
parties in connection with any products or services manufactured, sold or supplied by the Company.



 


		9.4	The Company has not had to recall, repair or replace products in the 60-month period ending on the date
of this Agreement in circumstances where the aggregate costs of any such recall, repair or replacement exceeded €50,000.



 


		10.	Customers and suppliers



 


		10.1	In these paragraphs (Customers and suppliers):



 


“Material Counterparty”
means any customer, client or supplier of the Company who is of material importance to the business or profits of the Company and who
represented at least 10% of the total purchases or supplies made by or to the Company during the period of 12 months ending on the date
of this Agreement.


 


		10.2	In the 24 months before the date of this Agreement:



 


		10.2.1	no Material Counterparty has ceased or reduced or threatened to cease or reduce in any material respect
the extent to which it does business with the Company;



 


		10.2.2	there has been no material adverse change in the basis or terms on which any Material Counterparty does
business with the Company; and



 


		10.2.3	the Business has not been materially affected in an adverse manner as a result of (either individually
or in combination) the loss of or reduction in trading with any customer, client or supplier of the Company or a change in the terms on
which any customer, client or supplier of the Company does business with the Company.



 


		10.3	None of the matters referred to in paragraph 10.2 is likely to occur within 6 months of the date of this
Agreement.



 


		10.4	No customer, client or supplier accounted for more than 10% of the aggregate sales or purchases (as applicable)
made by the Company in the 12 months before the date of this Agreement.



 


		10.5	The Company has no outstanding bid, tender, sale or service proposal.



 






    46


     


    

 


		11.	Contracts



 


		11.1	In these paragraphs (Contracts):



 


“Material Contract”
means any agreement, arrangement, understanding or commitment that the Company is a party to, or bound by, and which is of material importance
to the business, profits or assets of the Company.


 


		11.2	True, complete and accurate copies of all contractual arrangements with customers and suppliers entered
into by the Company are Disclosed.



 


		11.3	The Company is not a party to or otherwise subject to any agreement, arrangement, understanding or commitment
which:



 


		11.3.1	is a Material Contract;



 


		11.3.2	is of an unusual or exceptional nature;



 


		11.3.3	is not in the ordinary and usual course of the Business;



 


		11.3.4	under the terms of which, as a direct result of entry into the transaction contemplated by this Agreement
(i) any other party will be entitled to be relieved of any obligation or become entitled to exercise any right (including any termination
or pre-emption right or other option) or (ii) the Company will be in default;



 


		11.3.5	is invalid or unenforceable in whole or in part;



 


		11.3.6	may be terminated as a result of a change of control of the Company;



 


		11.3.7	restricts the freedom of the Company to carry on the whole or any part of the Business in any part of
any jurisdiction in such manner as it thinks fit;



 


		11.3.8	involves agency, distributorship, franchise, outsourcing, management, partnership, joint venture, consortium,
joint development, shareholder or similar arrangements;



 


		11.3.9	involves the grant of any sole or exclusive rights by or to the Company;



 


		11.3.10	is incapable of complete performance in accordance with its terms within six months after the date on
which it was entered into;



 


		11.3.11	cannot be readily fulfilled or performed by the Company on time and without undue or unusual expenditure
of money and/or effort;



 


		11.3.12	involves or is likely to involve an aggregate consideration payable by or to the Company in excess of
 €25,000;



 


		11.3.13	requires the Company to pay any commission, finder’s fee, royalty or the like;



 


		11.3.14	is for the supply of goods and/or services by or to the Company on terms under which retrospective or
future discounts, price reductions or other financial incentives are given;



 


		11.3.15	is not on arm’s length terms;



 


		11.3.16	provides for payments or other dealings in or calculated by reference to another currency other than the
euro;



 






    47


     


    

 


		11.3.17	is a finance lease, hire purchase, rental or credit sale or other agreement which otherwise provides for
the purchase or right to purchase any asset by instalment payments;



 


		11.3.18	involves obligations or liabilities that ought reasonably to be made known to the Buyer; or



 


		11.3.19	commits the Company to capital expenditure.



 


		11.4	There are no outstanding or on-going negotiations of material importance to the business, profits or assets
of the Company or any outstanding quotations or tenders for a contract that, if accepted, would give rise to a Material Contract or a
contract of any other type as referred to in paragraph 11.3.



 


		11.5	Each Material Contract is in full force and effect and binding on the parties to it.



 


		11.6	No fact or circumstance exists which might invalidate or give rise to a ground for termination, avoidance
or repudiation of an agreement, arrangement or obligation to which the Company is a party. No party with whom the Company has entered
into an agreement, arrangement or obligation has given notice of its intention to terminate, or has sought to repudiate or disclaim, the
agreement, arrangement or obligation.



 


		11.7	Neither the Company nor any party with whom the Company has entered into an agreement, arrangement or
obligation is in material breach of the agreement, arrangement or obligation. No fact or circumstances exists which might give rise to
a breach of this type.



 


		12.	Transactions with the Seller and Seller’S interests



 


		12.1	In these paragraphs (Transactions with the Seller and Seller’s interests):



 


“Insider” means:


 


		(a)	any past or present shareholder of the Company;



		(b)	any past or present director of the Company; or



		(c)	a person Connected with the Seller’s Group or a director of any company in the Seller’s Group.



 


		12.2	There is no outstanding indebtedness or other liability (actual or contingent) and no outstanding contract,
commitment or arrangement between the Company and any of the following:



 


		12.2.1	a member of the Seller’s Group or any person Connected with such member; or



 


		12.2.2	a Director or any person Connected with a Director.



 


		12.3	No member of the Seller’s Group nor any person Connected with such member has a claim of any nature
against the Company or has assigned to any person the benefit of any such claim.



 


		12.4	No Insider is at the date of this Agreement or has been at any time in the five years before the date
of this Agreement concerned, interested or engaged, directly or indirectly, and in whatever capacity in any other business similar to
or competitive with all or any part of the Business as it is carried on at the date of this Agreement.



 






    48


     


    

 


		12.5	Insiders’ Interests



 


		12.5.1	In the six years before the date of this Agreement there was no:



 


		(A)	loan, guarantee or indemnity given by the Company in favour of any Insider or in favour of any other person
in respect of any liability of any Insider;



 


		(B)	loan, guarantee or indemnity given by any Insider in favour of the Company or in favour of any other person
in respect of any liability of the Company; or



 


		(C)	other contract to which the Company is or was a party and in which any Insider is or was interested in
any way whatsoever (excluding any contract of employment between the Company and any of its Directors).



 


		13.	Finance and guarantees



 


		13.1	In these paragraphs (Finance and guarantees):



 


“Facilities” means
all loans, overdrafts or other financial facilities currently outstanding or available to the Company


 


		13.2	True, complete and accurate details of the Facilities at the date of this Agreement together with true
and correct copies of all documents relating to those Facilities (including all security and guarantees provided as a condition in those
Facilities) are Disclosed.



 


		13.3	The Company has not done anything nor are there or have there been circumstances whereby the continuance
of any of the Facilities in full force and effect might be affected or prejudiced or which may give rise to any alteration in the terms
and conditions of the Facilities.



 


		13.4	The Company is not in default or potential default (howsoever defined) under any of the Facilities or
under any guarantee of, or security or indemnity for, any indebtedness and there is no reason why any of the Facilities, guarantee, security
or indemnity should be called or the liabilities thereunder accelerated before their due date (if any) or any Facilities terminated.



 


		13.5	The total amount borrowed by the Company (whether pursuant to the Facilities or otherwise) does not exceed
any limitations on the borrowing powers of the Company contained in:



 


		13.5.1	its constitutional documents; or



 


		13.5.2	any debenture or other deed or document the terms of which are binding on the Company.



 


		13.6	The Company has not received any notice (whose terms have not been fully complied with or carried out)
from any creditor requiring any payment to be made in respect of any indebtedness or intimating any default or potential default has occurred
(whether arising pursuant to the Facilities or otherwise), or intimating the enforcement of any Encumbrance which it holds over the assets
of the Company.



 






    49


     


    

 


		13.7	No Encumbrance, guarantee, indemnity or other similar security arrangement has been given or entered into
by the Company or any third party in respect of borrowings or other obligations of the Company (whether arising pursuant to the Facilities
or otherwise), nor has any such person agreed to do so.



 


		13.8	The Company has not given or entered into, or agreed to give or enter into, any Encumbrance, guarantee,
indemnity or other similar security arrangement in respect of the indebtedness of, or the default in the performance of any obligation
by, of any other person.



 


		13.9	The Company has not:



 


		13.9.1	factored or discounted (whether by disclosed or undisclosed sale, assignment or otherwise) any of its
debts;



 


		13.9.2	engaged in financing of a type which would not need to be shown or reflected in the Financial Statements;
or



 


		13.9.3	waived any right of set-off it may have against any third party.



 


		13.10	The Company has not any outstanding loan capital nor has lent any money that has not been repaid. There
are no debts owing to the Company other than debts that have arisen in the usual course of business.



 


		13.11	The debts owing to the Company as reflected in the Financial Statements and all debts subsequently recorded
in the books of the Company since the Financial Statements Date:



 


		13.11.1	have been realised or will within three months after the date of this Agreement realise in cash their
full amount as included in those Financial Statements or books;



 


		13.11.2	have not been outstanding (in whole or in part) for more than two months from its due date for payment;
and



 


		13.11.3	are not subject to any right of set-off or counterclaim.



 


		13.12	The Company is not subject to any arrangement for receipt or repayment of any grant, subsidy or financial
assistance from any government authority or other body.



 


		13.13	True, complete and accurate particulars of the balances of all the bank accounts of the Company, showing
the position as at the day immediately preceding the date of this Agreement, have been Disclosed and the Company has not any other bank
account. Since the date of those particulars, there have been no payments out of those bank accounts other than routine payments in the
ordinary course of the Business.



 






    50


     


    

 


		13.14	Having regard to the existing banking and other facilities available to it, the Company has sufficient
working capital for the purposes of:



 


		13.14.1	continuing to carry on the Business in its present form and at its present level of turnover during the
period of 12 months following the date of this Agreement; and



 


		13.14.2	executing, carrying out and fulfilling in accordance with their respective terms all orders, projects
and contractual obligations which have been placed with or undertaken by the Company.



 


		14.	Liabilities



 


		14.1	The Company has not any liabilities (including contingent liabilities) other than as disclosed in the
Financial Statements or incurred in the ordinary and proper course of the Business since the Financial Statements Date.



 


		14.2	The Company does not owe any sum to their statutory auditors, solicitors or other professional advisers,
and no accrual ought properly be made by it in respect of any such sum.



 


		15.	Effect of sale of Shares



 


		15.1	Neither the acquisition of the Shares by the Buyer nor compliance with the terms of this Agreement will:



 


		15.1.1	cause the Company to lose the benefit of any asset, licence, exemption, right or privilege it presently
enjoys;



 


		15.1.2	relieve any person of any obligation to the Company (whether contractual or otherwise), enable any person
to terminate any obligation, right or benefit enjoyed by the Company or to enable any persons to exercise any right or benefit in respect
of the Company;



 


		15.1.3	result in any customer, client or supplier being entitled to cease dealing with the Company, materially
reduce its level of business or change the terms on which it deals with the Company;



 


		15.1.4	result in the loss of impairment of or default under any Consent (as defined in paragraph 5.1 in Part
2 of this Schedule 7) for the purposes of the Business;



 


		15.1.5	so far as the Seller is aware, result in any officer or senior employee leaving the Company;



 


		15.1.6	result in the creation, imposition, crystallisation or enforcement of any Encumbrance on any of the assets
of the Company;



 


		15.1.7	entitle any Employees to terminate their employment or receive any payment or other benefit;



 


		15.1.8	result in any present or future indebtedness of the Company becoming or capable of being declared due
and payable prior to its stated maturity date or cause any of the Facilities (as defined in paragraph 13.1 of Part 2 of this Schedule 7)
to be terminated or withdrawn;



 






    51


     


    

 


		15.1.9	entitle any person to receive from the Company any finder’s fee, brokerage or other commission in
connection with the transaction contemplated by this Agreement;



 


		15.1.10	give rise to or cause to become exercisable any right of pre-emption over the Shares; or



 


		15.1.11	entitle any person to acquire or affect the entitlement of any person to acquire shares in the Company.



 


		16.	Insolvency



 


		16.1	The centre of main interests (“COMI”) of:



 


		16.1.1	the Company; and



 


		16.1.2	the Seller,



 


is the address set out against the
name of each in this Agreement and:


 


		(a)	this address is reasonably discernible by those doing business with each;



		(b)	each has refrained from adopting any practice that would suggest to any person doing business with them
that their COMI is in any other place; and



		(c)	there are no circumstances that a court in any relevant jurisdiction would consider indicative that its
COMI is in any other jurisdiction.



 


		16.2	The Company:



 


		16.2.1	is not insolvent or unable to pay its debts as they fall due;



 


		16.2.2	is not capable of being deemed to be insolvent or unable to pay its debts pursuant to any applicable legislation
in any jurisdiction; or



 


		16.2.3	has not stopped paying its debts as they fall due.



 


		16.3	No guarantor of any of the liabilities of the Company has repudiated or rescinded or purported to repudiate
or rescind any guarantee in respect of such liabilities.



 


		16.4	No step has been taken in any applicable jurisdiction to initiate any process by or under which:



 


		16.4.1	the ability of the creditors of the Company to take any action to enforce their debts may be suspended,
restricted or prevented;



 


		16.4.2	some or all of the creditors of the Company, may accept, by agreement or in pursuance of a court order,
an amount less than the sums owing to them in satisfaction of those sums
with a view to preventing the dissolution of the Company;



 


		16.4.3	a person may be appointed to manage the affairs, business and assets of the Company on behalf of its creditors
(for the avoidance of doubt, and without limitation to the generality of the foregoing the service of a reservation or rights letter,
or a letter of demand by a secured creditor constitutes such a step); or



 






    52


     


    

 


		16.4.4	the holder of a charge over any of the assets of the Company may take over the business or any assets
of the Company (without limitation to the generality of the foregoing, the service of a reservation or rights letter, notice of crystallisation
of a floating charge or a letter of demand by a secured creditor constitutes such a step).



 


		16.5	In relation to the Company:



 


		16.5.1	no order has been made, petition presented or resolution passed for the winding-up of the Company or to
have an examiner appointed to it;



 


		16.5.2	no receiver has been appointed or could be appointed by any person over its business or assets or any
part of them; and



 


		16.5.3	no encumbrancer has taken possession or attempted to take possession or exercised or attempted to exercise
any power of sale in respect of the whole or any part of the undertaking, property, assets or revenue of the Company.



 


		16.6	No process has been initiated which could lead to the Company being dissolved and its assets being distributed
among the relevant company’s creditors, shareholders or other contributors.



 


		16.7	No distress, execution or other process has been levied or enforced on any goods or assets of the Company.



 


		17.	Financial Statements



 


		17.1	The Financial Statements are true, complete and accurate in all respects and have been prepared in accordance
with all applicable laws and in accordance with good and current accounting principles, practices and standards generally accepted in
Ireland at the date of this Agreement including (without limitation) the statements of standard accounting practice of Chartered Accountants
Ireland.



 


		17.2	The Financial Statements have been audited by an auditor or firm of accountants qualified to act as statutory
auditors in Ireland and the auditors’ report(s) required to be annexed to the Financial Statements is unqualified.



 


		17.3	The Financial Statements:



 


		17.3.1	make proper and adequate provision for all bad and doubtful debts, obsolete or slow-moving stocks and
for depreciation on fixed assets;



 


		17.3.2	do not overstate the value of current or fixed assets; and



 


		17.3.3	do not understate any liabilities (whether actual or contingent).



 


		17.4	The Financial Statements give a true and fair view of the state of affairs of the Company and the Financial
Statements give a true and fair view of the Group as a whole as at the Financial Statements Date and of the profit or loss of the Company
and of the Group as a whole for the financial year ended on that date.



 


		17.5	The Financial Statements contain either provision adequate to cover or full particulars in the notes of
all Tax (including deferred Tax) and other liabilities (whether quantified, contingent, disputed or otherwise) of the Company as at the
Financial Statements Date.



 






    53


     


    

 


		17.6	The Financial Statements are not affected by any extraordinary, exceptional or non-recurring items or
any other factor that would make the financial position and results shown by the Financial Statements unusual or misleading in any material
respect.



 


		17.7	The Financial Statements have been laid before the Company in general meeting in accordance with the requirements
of all applicable laws. True copies of such financial statements and of the audited financial statements for each financial year of the
Company preceding that which ended on the Financial Statements Date and which were laid before the Company in general meeting have been
delivered to the Registrar of Companies or in compliance with all applicable laws.



 


		17.8	The Financial Statements have been prepared on a basis consistent with the audited financial statements
of the Company or the consolidated financial statements of the Group (as the case may be) for the six prior accounting periods without
any change in accounting policies used.



 


		17.9	All accounts, books, ledgers and financial records of whatsoever kind of the Company:



 


		17.9.1	have been properly maintained and contain proper records of all matters required to be entered in them
by the Companies Act 2014;



 


		17.9.2	do not contain or reflect any inaccuracies or discrepancies; and



 


		17.9.3	give and reflect a true and fair view of the trading transactions, of the financial and contractual position
and of the assets and liabilities of the Group in accordance with normal business practice.



 


		17.10	The Management Accounts have been prepared on a basis consistent with that employed in preparing the Financial
Statements and fairly represent the assets and liabilities and the profits and losses of the Company as at and to the date for which they
have been prepared.



 


		18.	Changes since Financial Statements Date



 


		18.1	Since the Financial Statements Date:



 


		18.1.1	the Company has conducted the Business in the normal course and as a going concern;



 


		18.1.2	there has been no material adverse change in the turnover, assets, liabilities (whether actual or contingent),
financial or trading position or prospects of the Company and no part of the Business has been affected by any abnormal factor;



 


		18.1.3	the Company has not issued or agreed to issue any share or loan capital;



 


		18.1.4	no dividend or other distribution of profits or assets has been or agreed to be declared, made or paid
by the Company;



 


		18.1.5	the Company has not borrowed or raised any money or given or taken any form of financial security;



 






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		18.1.6	no capital expenditure has been incurred on any individual item by the Company in excess of €25,000
and the Company has not acquired, invested or disposed of (or agreed to acquire, invest or dispose of) any individual item in excess of
 €25,000;



 


		18.1.7	no shareholder resolutions of the Company have been passed;



 


		18.1.8	there has been no abnormal increase or reduction of stock-in-trade;



 


		18.1.9	none of the stock-in-trade reflected in the Financial Statements has realised an amount less than the
value placed on it in the Financial Statements;



 


		18.1.10	the Company has not offered price reductions or discounts or allowances on sales of stock-in-trade or
sold stock-in-trade at less than cost price;



 


		18.1.11	the Company has paid its creditors within the applicable periods agreed with the relevant creditor and
there are no amounts owing by the Company which have been outstanding for more than 60 days; and



 


		18.1.12	there has been no reduction in the value of the net assets of the Company determined in accordance with
the same accounting principles and policies as those applied in the Financial Statements (and on the basis that each of the assets is
valued at a figure no greater than the value attributed to it in the Financial Statements or, in the case of any of the assets acquired
by the Company after the Financial Statements Date, at a figure no greater than cost).



 


		19.	Financial and other records



 


		19.1	In these paragraphs (Financial and other records):



 


“Records” means
all financial and other records of the Company.


 


		19.2	The Records:



 


		19.2.1	have been properly prepared and maintained;



 


		19.2.2	constitute an accurate record of all matters required by law to appear in them and, in the case of the
accounting records, comply with all applicable law;



 


		19.2.3	do not contain any material inaccuracies or discrepancies; and



 


		19.2.4	are in the possession of the Company to which they relate.



 


		19.3	No notice has been received or allegation made that any of the Records are incorrect or should be rectified.



 


		19.4	To the extent that any of the Records are maintained or stored electronically:



 


		19.4.1	any hardware and software required to access, maintain, copy or use such Records is owned by the Company,
and such ownership is not shared with any other person; and



 


		19.4.2	such Records are adequately backed-up.



 






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		20.	Assets



 


		20.1	The assets included in the Financial Statements together with any assets acquired since the Financial
Statements Date and all other assets used by the Group in connection with the Business (except for those disposed of since the Financial
Statements Date in the normal course of business) are:



 


		20.1.1	legally and beneficially owned by the Company, the relevant owner has good and marketable title to such
assets and properly executed originals of all documents which the Company requires to prove title or entitlement to any assets or rights
are in its possession;



 


		20.1.2	not the subject of any lease, agreement to lease, hire purchase agreement, agreement for payment on deferred
terms or any licence or factoring arrangement; and



 


		20.1.3	in the possession and control of the Company.



 


		20.2	None of the assets, undertaking or goodwill of the Company is subject to an Encumbrance or any agreement
or commitment to create an Encumbrance and no person has claimed to be entitled to create such an Encumbrance.



 


		20.3	The assets owned by the Group comprise all the assets necessary for the continuation of the Business as
it is carried on at the date of this Agreement.



 


		21.	Plant and equipment and stock-in-trade



 


		21.1	The fixtures, fittings, plant, machinery, vehicles and other equipment used by the Company in connection
with the Business are:



 


		21.1.1	in good working order and have been regularly and properly maintained to a good technical standard and
in accordance with any applicable safety laws;



 


		21.1.2	capable and will continue to be capable of doing the work for which they were designed subject to normal
wear and tear;



 


		21.1.3	are not expected to require replacements or additions at an aggregate cost in excess of €50,000 within
a period of twelve months immediately after the date of this Agreement; and



 


		21.1.4	not surplus to the current or proposed requirements of the Company.



 


		21.2	The stock-in-trade (including work-in-progress) of the Company:



 


		21.2.1	is in good condition and is capable of being sold by the Company in the ordinary course of the Business
in accordance with its current price list without discount, rebate or allowance;



 


		21.2.2	is not excessive and is adequate in relation to the current trading requirements of the Company;



 


		21.2.3	is not obsolete, slow moving, unusable or unmarketable and does not include returned goods; and



 






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		21.2.4	complies fully and will, on sale by the Company in the ordinary course of the Business, comply fully with
all applicable laws and specifications agreed with customers.



 


		21.3	Maintenance contracts are in full force and effect in respect of all assets of the Company where it is
normal or prudent to have those assets maintained by independent or specialist contractors and in respect of all assets which the Company
is obliged to maintain or repair under any leasing or similar agreement.



 


		22.	Know how



 


The Company does not employ or is not
required to employ in relation to the Business any know how which either infringes or is likely to infringe the rights of third parties
or which has been disclosed to it by third parties under licence or similar arrangements.


 


		23.	Intellectual property rights



 


		23.1	In this paragraph 23:



 


“Licences In” means
the licences of Intellectual Property which have been granted to the Company; and


 


“Licences Out” means
the licences of Intellectual Property which have been granted by the Company to any third party.


 


		23.2	The Business IP comprises all Intellectual Property necessary for the Company to carry on the Business
{after Completion in all respects in the same way run by the Seller as at the Financial Statements Date and at the date of this Agreement.



 


		23.3	The Company is not party to any agreement or otherwise subject to any duty which restricts the use of
any Business IP.



 


		23.4	All licence fees and royalty payments relating to the use of the Business IP have been paid in full and
no claim for unpaid sums is outstanding or expected.



 


		23.5	There have been no acts or omissions which would prejudice the rights of the Buyer to enforce the Business
IP and all transactions relating to the Business IP have been registered accurately, promptly and within the applicable time limits.



 


		23.6	The Company has taken all measures consistent with current industry standards, but in any case no less
than reasonable measures, to protect the proprietary nature of each item of the Business IP and to maintain in confidence all trade secrets
and confidential information comprising a part thereof.



 


		23.7	Other than the Licences Out, the Company has not granted or is obliged to grant any licence, assignment,
Encumbrance, consent, undertaking or other right in respect of the Business IP, has agreed to any restriction on use or non-use, has agreed
to any disclosure obligation or has entered into any co-existence agreement in respect of the Business IP.



 


		23.8	None of the Business IP will be adversely affected by the transactions contemplated by this Agreement.



 






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		23.9	The Company is not party to a confidentiality or other agreement and is not otherwise subject to any duty
which restricts the free use or disclosure of information or of any Business IP.



 


		23.10	The Company is not a member of or party to any patent pool, industry standards body, trade association
or other organisation pursuant to the rules of which it is obliged to licence any of the Business IP to any person.



 


		23.11	Each Employee, Former Employee and Contractor has executed a valid and binding written agreement expressly
assigning to the Company all right, title and interest in any Intellectual Property invented, created, developed, authored, conceived
or reduced to practice during the term of such employee’s employment or such independent contractor’s work for the Company,
and has waived all moral rights in relation to the above to the extent legally permissible.



 


		23.12	The Company has not received any support, funding, resources or assistance in relation to Business IP
from any governmental or quasi-governmental agency, authority or funding source.



 


		23.13	True, complete and accurate particulars of the Owned IP are Disclosed.



 


		23.14	All of the Owned IP is legally, beneficially and exclusively owned by the Company free from all licences
and Encumbrances.



 


		23.15	All of the Owned IP that is capable of registration has been duly registered or is the subject of an application
for registration and all renewals and extensions have been made and all application, filing, registration, renewal and other fees payable
in respect of the Owned IP on, before or within 90 days after the date of this Agreement have been paid.



 


		23.16	All of the Owned IP is valid and enforceable and nothing has been done or omitted to be done by which
it may cease to be valid and enforceable.



 


		23.17	True, complete and accurate details of the Licences In and Licences Out are Disclosed. The parties to
such licences have not agreed to vary any terms of such licences.



 


		23.18	The Licences In and Licences Out are valid, binding and in force and none of them is or has been breached
by the Company or by any other party to them.



 


		23.19	No disputes have arisen or are foreseeable in connection with the Licences In or Licences Out.



 


		23.20	None of the Licences In or Licences Out will be adversely affected by the transactions contemplated by
this Agreement.



 


		23.21	All of the Licences In and Licences Out have been registered accurately, promptly and within the applicable
time limits.



 


		23.22	No circumstances exist which would give rise to any breach of any Licence In or Licence Out or to any
such licence being terminated, suspended, varied or revoked without the consent of the Company (other than termination without cause upon
notice in accordance with the terms of the agreement).



 






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		23.23	None of the Business IP and none of the operations of the Company infringes, have infringed or are likely
to infringe, the Intellectual Property of a third party.



 


		23.24	No claim has been made by a third party which alleges that any of the operations and/or products and/or
services of the Company infringe, have infringed or are likely to infringe the Intellectual Property of a third party or which otherwise
disputes the right of the Company to use the Business IP and there are no circumstances which are likely to give rise to such claim or
dispute.



 


		23.25	No third party is infringing, has infringed or is likely to infringe the Business IP.



 


		23.26	No claim has been made by the Company which alleges that a third party (including any Former Employee
or contractor of the Company) is infringing, has infringed or are likely to infringe, the Business IP and there are no circumstances which
are likely to give rise to such claim or dispute.



 


		23.27	None of the Business IP is the subject of any opposition, invalidation, revocation or cancellation proceedings
or counterclaim or any other proceeding or counterclaim (including any litigation, arbitration or other dispute resolution mechanism)
concerning its validity, enforceability or the Company’s title to such right. No such proceedings have been threatened and the Company
has not received any notice relating to such proceedings in the three years prior to the date of this Agreement. No fact or circumstance
exists which might give rise to a proceeding of that type.



 


		23.28	The Company has not issued any opposition, invalidation, revocation or cancellation proceeding or any
other proceeding or counterclaim (including any litigation, arbitration or proceedings pursuant to any other dispute resolution mechanism)
concerning the validity, enforceability or title to any Intellectual Property of any third party.



 


		24.	Confidential Information



 


		24.1	The Company does not use any processes and is not engaged in any activities which involved the misuse
or alleged misuse of any Confidential Information belonging to any third party. No claim has been made by any person that the Company
has misused any Confidential Information.



 


		24.2	The Seller is not aware of any actual or alleged misuse by any person of any Confidential Information.



 


		24.3	The Company has not disclosed to any person any Confidential Information except where such disclosure
was properly made in the normal course of the Business and was made subject to an agreement under which the recipient is obliged to maintain
the confidentiality of any Confidential Information and is restrained from further disclosing or using it other than for the purposes
for which it was disclosed by the Company.



 


		24.4	Confidential Information used by the Company is kept strictly confidential. The Company operates and fully
complies with procedures which maintain such confidentiality, and such confidentiality has not been breached.



 






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		25.	Information Technology



 


		25.1	In these paragraphs (Information Technology):



 


“IT Contracts” means
all arrangements and agreements under which any third party (including without limitation source code deposit agents) provides any element
of or services relating to the IT System, including leasing, hire purchase, licensing, support, maintenance and services agreements and
whether such services are provided remotely or in person;


 


“IT System” means
all computer hardware (including network and telecommunications equipment) and software (including associated preparatory materials, user
manuals and other related documents) owned, used, leased or licensed by the Company; and


 


“Open Source Software”
means any software licensed under any form of open-source licence including, but not limited to, licences meeting the Open Source Initiative’s
open source definition as set out at http://opensource.org/docs/osd.


 


		25.2	True, complete and accurate particulars of the IT System and all IT Contracts are Disclosed.



 


		25.3	The Group owns the IT System free from Encumbrances.



 


		25.4	The IT System comprises assets which are controlled by the Group only and do not include third party “cloud
computing” systems, such as “software as a service” or “infrastructure as a service” components.



 


		25.5	The Company has obtained all necessary rights from third parties to enable them to make exclusive and
unrestricted use of the IT System.



 


		25.6	The IT Contracts are valid and binding and no act or omission has occurred which would, if necessary with
the giving of notice or lapse of time, constitute a breach of any such IT Contract.



 


		25.7	All royalties, licences fees, usage fees and other amounts payable in respect of the IT Systems have been
paid when due.



 


		25.8	There are and have been no claims, disputes or proceedings arising or threatened under or in connection
to any IT Contracts.



 


		25.9	None of the IT Contracts is liable to be terminated or otherwise materially affected by the sale of the
Shares and the Seller has no reason to believe that any IT Contracts will not be renewed on the same or substantially the same terms when
they expire.



 


		25.10	The Company is not using any IT Systems that infringe any rights of any third parties. The Company has
not received notice and is not aware of any actual or threatened claim that its use of or benefit from any IT Systems is invalid or infringes
any rights of any third party.



 


		25.11	The Company has possession or control of the source code of all software (other than off-the-shelf software)
in the IT System or has the right to gain access to that code under the terms of source code deposit agreements with the owners of the
rights in the relevant software and reputable deposit agents commonly used in the applicable jurisdiction in which the software is used
by the Company.



 






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		25.12	The elements of the IT System:



 


		25.12.1	are functioning properly and in accordance with all applicable specifications;



 


		25.12.2	are not defective in any respect and have not been materially defective or materially failed to function
during the last three years;



 


		25.12.3	do not contain any software virus or any unauthorised code (including, without limitation, any worm, Trojan
horse, logic bomb or other malware) and have not in the three years before the date of this Agreement been infected by any such software
virus or unauthorised code, or accessed by any unauthorised person;



 


		25.12.4	do not contain any Open Source Software;



 


		25.12.5	have not been subject to any denial of service or distributed denial of service attack;



 


		25.12.6	have sufficient capacity and performance to meet the current and foreseeable business requirements of
the Group;



 


		25.12.7	include sufficient user information to enable reasonably skilled personnel in the field to use and operate
the IT System without the need for further assistance; and



 


		25.12.8	have been satisfactorily and regularly maintained and have the benefit of appropriate maintenance and
support agreements, true, complete and accurate particulars of which are Disclosed.



 


		25.13	The Company has implemented appropriate organisational and technical safeguards (including in relation
to off-site working where applicable) to ensure the security of the IT System and the confidentiality and integrity of all data stored
in it. Such safeguards are in accordance with all applicable law and good industry practice and include, without limitation:



 


		25.13.1	the use of effective anti-virus software which is updated daily;



 


		25.13.2	the application of all security patches to the IT System within one week from the release of such patches;



 


		25.13.3	the use of a firewall; and



 


		25.13.4	the use of network intrusion monitoring software.



 


		25.14	The Company has in place a disaster recovery plan (including backing up data) which is fully documented
and would enable the business of the Company to continue if there was significant damage to or destruction of some or all of the IT System.



 


		25.15	All websites, apps and other internet and e-commerce platforms of the Company comply in all material respects
with applicable laws.



 






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		26.	Data Protection



 


		26.1	In these paragraphs (Data Protection):



 


“Data Protection Law”
means any privacy, data security, electronic marketing or data protection laws that are applicable (whether by contract or as a matter
of law) to


 


		(a)	the Company;



		(b)	any data collected, stored, transmitted, transferred, handled or otherwise processed by the Company; or



		(c)	any service provided by the Company;



 


“Data Protection Authority”
means the Data Protection Commission or any other data protection or other competent governmental authority responsible for enforcing
Data Protection Law;


 


“DP Notice” means:


 


		(a)	any information, prohibition, enforcement or similar notice or direction or any notice alleging non-compliance
with Data Protection Law issued by a Data Protection Authority to the Company;



		(b)	a communication from a Data Protection Authority indicating that it is investigating or auditing the Company’s
operations or proposes to take or is considering taking, enforcement action under Data Protection Law against the Company;



		(c)	a complaint from an individual alleging non-compliance by the Company or a DP Supplier with Data Protection
Law, regardless of whether such complaint is made to the Company or to the Data Protection Authority;



		(d)	any written DP communication alleging non-compliance by the Company or one of its DP Suppliers with any
Security Requirements; or



		(e)	a data subject access request pursuant to Data Protection Law;



 


“DP Supplier” means
any third party supplier or service provider that, pursuant to a contract with the Company or one of the Company’s sub-contractors
of any tier, collects, stores, transmits, transfers, handles or otherwise processes personal data on behalf of the Company;


 


“Security Incident”
means where any data collected, stored, transmitted, transferred, handled or otherwise processed by the Company is subject to or was suspected
to have been subject to any accidental, actual or threatened unauthorised access, alteration, disclosure, destruction, deletion, corruption,
loss of control, loss of accessibility or loss of integrity; and


 


“Security Requirements”
means:


 


		(a)	the security and data control obligations under Data Protection Law;



		(b)	the security and data control requirements of any accreditation or certification maintained by the Company;
and



		(c)	the security and data control obligations of the Company under any contract to which it is a party.



 


		26.2	The Company has in all respects complied with Data Protection Law.



 


		26.3	The Company has at all times had in place and continues to have in place all registrations required by
Data Protection Law. True, complete and accurate details of all registrations of the Group Companies whether as a data controller or data
processor (or equivalent) are Disclosed.



 






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		26.4	The Company has not in the three years before the date of this Agreement received any DP Notice nor been
the subject of a Security Incident.



 


		26.5	There are no circumstances which might give rise to the Company receiving a DP Notice or becoming the
subject of a Security Incident.



 


		26.6	The Company’s data control, security and processing systems and processes for collecting, storing,
transmitting, transferring, handling and otherwise processing personal data are compatible and compliant with the Security Requirements.



 


		26.7	The Company’s contracts with each DP Supplier are compatible and compliant with the Security Requirements
and Data Protection Law.



 


		27.	Employment



 


		27.1	In these paragraphs (Employment):



 


“Transfer Regulations”
means the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003.


 


		27.2	The name of each Director is set out in Schedule 2. No Director is subject to a restriction or disqualification
order or undertaking under any applicable laws.



 


		27.3	There are Disclosed true, complete and accurate:



 


		27.3.1	particulars of each Employee and the principal terms of their contract including their:



 


		(A)	date of commencement of service;



 


		(B)	title;



 


		(C)	job description;



 


		(D)	tenure;



 


		(E)	current remuneration (including but not limited to wages, bonuses, allowances, overtime payments, shift
premium and other payments and benefits);



 


		(F)	the type of contract (whether full or part-time or other); and



 


		(G)	notice period (or if a fixed term, the expiry date of the fixed term and details of any previous renewals);



 


		27.3.2	details of each Employee’s hours of work, overtime arrangements, rates of overtime pay, patterns
of overtime worked in the three years preceding the date of this Agreement;



 


		27.3.3	details of all Employees who are on secondment, maternity, paternity, adoption, parental, carers or other
leave or who are absent due to ill-health or for any other reason;



 


		27.3.4	details of all benefits, bonus schemes, commission plans, share option schemes or share award plans and
other incentive schemes of the Company, including details of the individuals they apply to, payments made in the most recent financial
year and maximum and estimated payments made or to be made in the current financial year and in future under each plan;



 






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		27.3.5	details of all educational courses undertaken by Employees, the costs of which are to be paid for by the
Company, including the name of the Employee attending the course, the costs of the course, how much is yet to be paid and details of what
steps will be taken if the Employee leaves the employment of the Company;



 


		27.3.6	copies of all contracts of employment of each Employee and all policies and other documents which apply
to any Employee; and



 


		27.3.7	copies of all agreements with any trade union, employee representative or body of Employees (whether binding
or not) and details of any unwritten agreements or arrangements which may affect any Employee.



 


		27.4	True, complete and accurate particulars of all arrangements in place under which Contractors are currently
engaged to provide services to the Company with details of the average number of such individuals who have provided services to the Company
in the three years before the date of this Agreement and copies of policies and other documents which apply to any supplier of services
have been Disclosed.



 


		27.5	No Employee has in the 12 months before the date of this Agreement given or is under notice of termination
or under threat of termination.



 


		27.6	True, complete and accurate details of all claims pending, threatened or (to the best of the knowledge
of the Seller) capable of arising against the Company by any Employee, Former Employee or Contractor have been Disclosed.



 


		27.7	Every Employee who requires permission to work in Ireland has current and appropriate permission to work
in Ireland.



 


		27.8	No offer of employment or engagement has been made by the Company that has not yet been accepted, or which
has been accepted but where the employment or engagement has not yet started.



 


		27.9	No person is currently seconded by or to the Company. The Company is not under any obligation to have
any person seconded by it or to it.



 


		27.10	There are no sums owing to any Employee, Former Employee or Contractors, whether for salary, holiday pay,
fees or otherwise, other than remuneration accrued for not more than one month or for reimbursement of business expenses. There are no
loans to any Employee, Former Employee or any Contractors. There are no debts owed to the Company by any Employee, Former Employee or
Contractors at the date of this Agreement.



 


		27.11	All contracts between the Company and its Employees are terminable at any time on not more than three
months’ notice without compensation (other than any compensation payable by law) or any liability on the part of the Company other
than wages, commission or pension.



 


		27.12	No redundancy policy exists for the Company and there are no circumstances which could give rise to a
claim by Employees for enhanced redundancy, severance or termination payments whether by virtue of custom or practice or otherwise.



 






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		27.13	In the three years before the date of this Agreement, the Company has not given or has been required to
give notice of any redundancies to the Minister for Jobs, Enterprise and Innovation or started or been required to give notifications
to or start consultations with any employees’ representatives under:



 


		27.13.1	any applicable laws in connection with any collective redundancies; or



 


		27.13.2	the Transfer Regulations in connection with the transfer of an undertaking.



 


		27.14	The Company has not received or issued any request for the establishment of employee information and consultation
arrangements under any applicable law or otherwise.



 


		27.15	None of the Employees or Former Employees has had their contract of employment transferred to the Company
from another employer in circumstances where the Transfer Regulations applied and such Employees or Former Employees were entitled to
defined benefit occupational pension scheme rights in respect of their employment before such transfer to the Company.



 


		27.16	Except as provided or allowed for in its balance sheet:



 


		27.16.1	no liability has been incurred by the Company for breach of any contract of service or contract for services,
redundancy payments, compensation for wrongful dismissal, unfair dismissal or discriminatory dismissal or breach of any law or failure
to comply with any order for the reinstatement or re-engagement of any Employee or Former Employee; and



 


		27.16.2	no gratuitous payment has been made or promised by the Company in connection with the actual or proposed
termination or suspension of employment or variation of any contract of employment or contract for the supply of services of any Former
Employee, Employee or Contractor.



 


		27.17	The Company has complied with all recommendations made by any court or employment tribunal.



 


		27.18	The Company is not involved in any material industrial or trade dispute or negotiation regarding a claim
with any trade union or other group or organisation representing any Employee or Former Employee and there is nothing likely to give rise
to such a dispute or claim.



 


		27.19	The Company has not entered into any recognition or other agreement with a trade union, received any request
from a trade union for recognition in the last three years or, so far as the Seller is aware, carried out any act which may be construed
as giving a trade union any legal entitlement in relation to recognition.



 


		27.20	The Company has not in the 12 months before the date of this Agreement altered or made any proposal to
alter any of the terms of employment of any Employee or increased or proposed to increase the aggregate level of remuneration payable
to any Employee by more than 10%.



 


		27.21	The Company has complied in all material respects with all applicable laws, policies, codes of conduct,
codes of practice, collective agreements, customs and practices relevant to Employees, Former Employees, their representatives or trade
unions and has maintained current, adequate and suitable records in that regard.



 






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		28.	Health & Safety



 


		28.1	In these paragraphs (Health & Safety):



 


“Competent Body”,
 “Proceedings” and “Sanction” have the meaning given to them in paragraph 8 of Part 2 of this Schedule 7;


 


“Health and Safety Law”
means all applicable laws which relate to the health and safety of those that work for the Company or could be affected by the Business
and which are in force or enacted as at the date of this Agreement or which were in force at an earlier date and are no longer in force
but under which the Company has or had obligations and liabilities; and


 


“Place of Work”
includes any place or any part of any place (whether or not within or forming part of a building or structure), land or other location
at, in, upon or near which work is carried on by the Company whether occasionally or otherwise.


 


		28.2	The Company has complied with Health and Safety Law and has not notified or been required to notify a
Competent Body of any accidents or incidents at any Place of Work and there are no facts of circumstances that may lead to any breach
of or liability under Health and Safety Law or any claim in respect of the health and safety of any person.



 


		28.3	The Company has not been the subject of an investigation or Sanction by a Competent Body, restricting
or prohibiting the carrying out of work at any Place of Work.



 


		28.4	The Company has not been a party to and there is no threat of any investigations or Proceedings for breach
of Health and Safety Law and there are no facts or circumstances that may lead to any such investigations or Proceedings.



 


		28.5	The Company has not received any enforcement, prohibition, stop, remediation, improvement notice or any
other notice from or been subject to any civil sanction imposed by any Competent Body with regard to any breach of Health and Safety Law
and there are no facts or circumstances which may lead to such notice or civil sanction being imposed by a Competent Body.



 


		29.	Properties



 


		29.1	In these paragraphs:



 


“Building Control Acts”
means the Building Control Acts 1990 to 2014 and any laws from time to time made, issued or under any such Act or Acts and every statutory
modification and re-enactment of the foregoing, for the time being in force;


 


“Current Use” means
the use of each of the Properties as set out in Part 1 of Schedule 9;


 


“Family Law Acts”
means the Family Home Protection Acts 1976, the Family Law Act 1981, the Judicial Separation and Family Law Reform Act 1989, the Family
Law Act 1995, the Family Law (Divorce) Act 1996, the Civil Partnership and Certain Rights and Obligations of Cohabitants Act 2010 and
the Marriage Act 2015;


 


“Good Marketable Title”
means a title of a quality commensurate with prudent standards of current conveyancing practice in Ireland;


 






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“Planning Acts”
means the Local Government (Planning and Development) Acts 1963 to 1999 and the Planning and Development Acts 2000 to 2019 and any laws
from time to time, made or issued under any such Act or Acts and every statutory modification and re-enactment of the foregoing, for the
time being in force; and


 


“Previously-owned Land and
Buildings” means any land and buildings that have, at any time before the date of this Agreement, been owned, leased or licensed
(under whatever tenure) and/or occupied and/or used by the Company or which the Company had a right to occupy and/or use, but which are
either no longer owned, occupied or used by the Company, or are owned, occupied or used by the Company but pursuant to a different lease,
licence, transfer or conveyance.


 


		29.2	The Properties comprise all the lands and buildings owned, occupied or used by the Group or in which the
Company has any estate, right, title or interest and Schedule 9 contains full and accurate particulars of the estate, right, title
or interest of the Company to the Properties and the description of the Properties contained in Part 1 of Schedule 9 is a sufficiently
accurate and complete description of the Properties for the purpose of an assurance mortgage or charge thereof.



 


		29.3	The Company has no right of ownership, right of use, option, right of first refusal or contractual obligation
to purchase, or any other legal or equitable right, estate or interest in, or affecting, any land or buildings other than the Properties.



 


		29.4	The Company has not given any guarantee or indemnity for any liability relating to any of the Properties,
any Previously-owned Land and Buildings or any other land or buildings.



 


		29.5	The Company is the sole legal and beneficial owner of the Properties set opposite its name in Part 1 of
Schedule 9 and has a Good Marketable Title to the said Properties for the tenure specified in Part 1 of Schedule 9.



 


		29.6	Documentation to the Properties



 


		29.6.1	All original deeds and documents necessary to prove title to the Properties are in the possession of the
Group and not held to the order of any other person or are in the possession of a person other than the Group and held to the order of
the Group and those deeds and documents have been fully stamped and where appropriate have been adjudicated duly stamped by the Revenue
Commissioners and there are no deeds or documents of title in relation to the Properties which require to be registered in the Land Registry
or Registry of Deeds or in any other registry which have not been so registered.



 


		29.6.2	In relation to each lease under which the Properties are held, the Group has in its possession:



 


		(A)	copies of all assignments of the lease;



 


		(B)	evidence of the current rent payable under the lease; and



 


		(C)	in the case of a lease which is less than fifteen years old or any occupational lease meaning any lease
for a term less than 99 years, or any licence or other occupational arrangement, satisfactory evidence of the lessor’s or licensor’s
title to grant the lease, licence or other occupational arrangement.



 






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		29.6.3	The Group has in its possession all material documentation (including notices under part 4 of the Landlord
and Tenant (Amendment) Act 1980 and all landlord’s consents) relating to any works carried out on or to any Properties held under
lease by or at the expense of the Company or its or their predecessors in title or any changes of use of any of the Properties.



 


		29.7	Title to Properties



 


		29.7.1	Where title to the Properties is registered land, the Company is the registered owner in the Land Registry,
with absolute title or good leasehold title.



 


		29.7.2	Where title to the Properties is unregistered no event has occurred in consequence of which compulsory
registration of the title of any of the Properties or any part of the Properties should have been, but has not been, effected under the
Registration of Title Act 1964.



 


		29.8	There are no insurance policies relating to any issue of title affecting any of the Properties.



 


		29.9	There is no circumstance that could render any transaction affecting the title of the Company to any of
the Properties liable to be set aside under the Personal Insolvency Acts 2012 to 2015, the Bankruptcy Acts 1988 to 2015 or the Companies
Act 2014.



 


		29.10	There are no burdens affecting all or any part of the Properties which are capable of affecting registered
land without registration by virtue of section 72 of the Registration of Title Act 1964.



 


		29.11	None of the Properties is affected by the provisions of the Family Law Acts.



 


		29.12	None of the Properties (or the proceeds of sale from them) or any of the title deeds relating to the Properties
is subject to any agreement, claim or commitment to give or create any:



 


		29.12.1	Encumbrance;



 


		29.12.2	trust or equitable interest of whatever nature howsoever arising;



 


		29.12.3	rent-charge, annuity or other outgoings other than the rates, water rates, refuse charges and other charges;



 


		29.12.4	monetary claims or liabilities whether contingent or otherwise howsoever arising; or



 


		29.12.5	agreement for sale, contract, option, right of pre-emption or right of first refusal, right to acquire,
right of termination or similar right howsoever arising (save for any usual forfeiture provisions contained in the Leases described in
paragraph 29.39 below).



 






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		29.13	Where any such matters as are referred to in paragraph 29.12 have been disclosed in Part 2 of Schedule 9
or Disclosed the obligations and liabilities imposed and arising thereunder have been fully and promptly observed and performed and any
payments due and payable have been paid.



 


		29.14	The Group is entitled to and is in possession and exclusive occupation of the Properties and no person
other than the Group is entitled to or is in possession or occupation or has any estate, right, title or interest in the Properties or
any part of the Properties and none of the Properties or any part of the Properties is affected by or the subject of any lease, sub lease,
tenancy, licence, agreement or arrangement relating to the occupation or use by any person other than the Group.



 


		29.15	There is appurtenant to the Properties all rights, easements and facilities necessary for their present
use and continued enjoyment and no person is entitled or has threatened to terminate, curtail or interrupt any such rights, easements
or facilities.



 


		29.16	Each “Development” (within the meaning of the Planning Acts), carried out to or on or otherwise
affecting all or any part of the Properties complies in all respects with the Planning Acts, the Building Control Acts, the Fire Services
Acts 1981 and 2003, all regulations made under the Acts referred to in this paragraph and all other applicable laws. All permissions and
consents required have been duly obtained and are in full force and effect. All conditions have been fully complied with and promptly
performed. No such permission or consent is temporary or personal. There are no circumstances which may lead to the withdrawal or revocation
of any such permission or consent. The Current Use of each of the Properties is the permitted lawful use for the purposes of the Planning
Acts.



 


		29.17	There is no threatened or outstanding notice, order or certificate (whether issued under or pursuant to
any law or otherwise howsoever arising) in relation to or affecting all or any part of the Properties (including, without prejudice to
the generality of the above, any closing order, demolition order, clearance order, special amenity order, preservation order, conservation
order, warning notice, enforcement notice, derelict site notice, vacant site notice, improvement notice, or prohibition notice) and, to
the best of the information, knowledge and belief of the Seller there are no circumstances which are likely to give rise to any such notice,
order or certificate.



 


		29.18	None of the Properties or any part of the Properties, nor the Company as owner or occupier thereof, is
affected by nor, to the best of the information, knowledge and belief of the Seller, are any of the Properties or any part of the Properties
likely to be affected by, any of the following matters:



 


		29.18.1	any exception, reservation, stipulation, restriction, burden, inhibition, covenant, obligation, condition,
easement, quasi-easement, profit-a-prendre, licence, wayleave, right or privilege of whatever nature howsoever arising which is of an
unusual or onerous nature or which conflicts with or adversely affects or may conflict with or adversely affect the Current Use of any of the Properties
or any part of the Properties or which adversely affects or may adversely affect the title to or value of any of the Properties or any
part of the Properties and there is no agreement or commitment to give or create any of the above and no person has claimed to be entitled
to any of the above;



 






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		29.18.2	any proposal or order for the compulsory acquisition or requisition of the whole or any part of any of
the Properties or any access to or egress from them or for the modification of any planning permission in respect of the Properties or
for the discontinuance of any use of the Properties or for the imposition of any fine or penalty in relation to the Properties;



 


		29.18.3	any provision in any development plan or proposal in any draft development plan restricting or regulating
the use or development of the Properties;



 


		29.18.4	any outstanding planning application or appeal;



 


		29.18.5	any compensation received or receivable as a result of any refusal of any application for planning permission
or the imposing of any restriction in relation to any planning permission or the modification or withdrawal of any planning permission
or any claim or agreement in respect of any of the above;



 


		29.18.6	any agreement or arrangement restricting or regulating the Current Use or proposed use or development
of any of the Properties or any part of the Properties;



 


		29.18.7	any commutation or agreement for the commutation of rent or payment of any rent in advance of the due
dates and payment thereof; or



 


		29.18.8	any outstanding or threatened dispute, claim, demand or litigation or arbitration proceedings.



 


		29.19	None of the Properties or any part of the Properties, nor the Company as owner or occupier, enjoys precariously
any right, easement or privilege the withdrawal or cessation of which would adversely affect the Current Use of any of the Properties
or the extent of such use or which affects or might in the future affect the value of any of the Properties or any part of the Properties.



 


		29.20	All covenants, obligations, conditions, agreements and restrictions of whatever nature howsoever arising
affecting any of the Properties have been duly performed and observed and the Company has not received any notice of any outstanding or
alleged breach or failure to perform any covenant, obligation, condition, agreement or restriction, and to the best of the information,
knowledge and belief of the Seller, there are no circumstances which may lead to any notice being served.



 


		29.21	The Company has not (nor has anyone on its behalf) expressly or impliedly waived any breach by any person
of any covenant, agreement, restriction, stipulation or obligation relating to any of the Properties, or of which any of the Properties
has the benefit.



 


		29.22	All outgoings of whatever nature in respect of the Properties have been paid in full on the due dates
for payment.



 


		29.23	All buildings and other structures on or under the Properties are in good and substantial repair and condition
and fit for the purposes for which they are presently used and no substance or material which is deleterious, defective or a risk to health
or safety has been used in the construction of, or in any alterations or additions to, any buildings or structures on or under the Properties
and no method of construction not in accordance with currently accepted good building practice was used in the construction of, or in
any alterations or additions to, any of the buildings or structures on or under any of the Properties.



 






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		29.24	Where any works have been carried out in respect of any of the Properties within the last six years the
Company holds collateral warranties from (or has building contracts and letters of appointment with) the contractor, architect, engineers
(structural and mechanical and electrical) and any other parties responsible for design, and all such contractors, architects, engineers
or other designers have constructed and designed the works on terms which are generally acceptable in the property market and none of
such contractors, architects, engineers or other designers, so far as the Seller is aware, has been wound up, is in liquidation or is
subject to the appointment of a receiver, manager, examiner or other similar officer. The Company has a royalty-free licence to use all
drawings for such works for the repair, maintenance, renewal, extension or variation of the works.



 


		29.25	None of the Properties is subject or susceptible to flooding, subsidence, mining activities, structural
defects, defects in the drains and services from time to time serving the Properties or dry rot, wet rot, rising damp or any infestation.



 


		29.26	The means of access to and egress from the Properties are over roads which have been adopted by the local
authority and are maintainable at public expense.



 


		29.27	The Properties are served by drainage, water and electricity services and all other necessary utilities,
all of which are connected to the mains by media located entirely on, in or under the Properties or by media elsewhere in respect of the
use of which the Company and those deriving title from it have and will continue to have a permanent easement free from any onerous or
unusual conditions and the passage and provision of those services is uninterrupted and no interruption of such a passage or provision
is imminent or likely and the Company has a full and uninterrupted right to enter on any adjoining lands and premises for the purposes
of repairing and maintaining all pipes, sewers, wires, cables, conduits and other conducting media serving each of the Properties.



 


		29.28	The Company has complied in all material respects with all obligations and requirements arising from or
under any statutory provision or imposed under powers conferred on any authority or court of competent jurisdiction relating to or affecting
the Properties and their Current Use.



 


		29.29	No building or structure upon any of the Properties is a “multi-storey building” within the
meaning of the Local Government (Multi-Storey Buildings) Act 1988.



 


		29.30	None of the Properties are affected by section 238 of the Companies Act 2014 or section 29 of the Companies
Act 1990.



 


		29.31	There are no transactions on title to any of the Properties which are affected any law relating to competition,
merger or anti-trust.



 


		29.32	None of the Properties or any part of the Properties comprises a “derelict site” within the
meaning of the Derelict Sites Act 1990 and the Company has not received any notice of any proposal to register
any of the Properties or any part of the Properties on the derelict sites register.



 


		29.33	None of the Properties or any part of the Properties comprises a “vacant site” within the
meaning of the Urban Regeneration and Housing Act 2015 and the Company has not received any notice of any proposal to register any of
the Properties or any part of the Properties on any vacant sites register established pursuant to the said Act.



 






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		29.34	There are no matters which materially or adversely affect the title of the Group or the Company to any
of the Properties or the value of any of the Properties or their continued use and enjoyment.



 


		29.35	Any deeds, documents and information supplied for the purpose of deducing title to any of the Properties
in connection with this Agreement are true, complete and accurate and the Company has not entered into any transaction affecting the title
to, or use or value of, any of the Properties.



 


		29.36	Any written replies given to Requisitions on Title or rejoinders or any other queries raised by the Buyer
or the Buyer’s Solicitors or other advisers in relation to the Properties are true, complete, accurate and not misleading, in all
respects.



 


		29.37	There are no development works, redevelopment works or fitting-out works outstanding in respect of any
of the Properties.



 


		29.38	No dispute exists between the Company and the owner or occupier of any other property adjacent to or neighbouring
the Properties, and the Seller does not expect, and are not aware of, any circumstances that may give rise to any such dispute after the
date of this Agreement.



 


		29.39	None of the Properties or any part of the Properties is held under any lease, fee farm grant, licence
or other occupational or usage arrangement of any kind.



 


		29.40	No part of the Properties are let, sub-let or subject to any licence or other occupational or usage arrangements
(whether of a full time or intermittent nature) of any kind and the Group are in exclusive occupation of the entire of the Properties
and entitled to vacant possession of the Properties.



 


		30.	Environment



 


		30.1	In these paragraphs (Environment):



 


“Authorisations”
means any licence, consent, permit, authority or other authorisation relating to the Environment;


 


“Contaminant” means
any material, substance, chemical, gas, solid, liquid, waste, effluent, polluting matter, noise or contaminant regulated by Environmental
Law or which is capable of causing harm to the Environment;


 


“Environment” means:


 


		(a)	any and all buildings, structures, fixtures, fittings, appurtenances, pipes, conduits, valves, drains,
servers, tanks, vessels and containers whether above or below ground level; and



		(b)	all or any of the air (including without limitation the air within buildings and the air within other
natural or non-made structures above or below ground), water, land and seabed and any living organisms or systems supported by those media
including human, animal and plant life;



 


“Environmental Law”
means all laws which relate to the Environment or Environmental Release and which are in force or enacted as at the date of this Agreement
or which were in force at an earlier date, are no longer in force but under which the Company still has obligations and liabilities;


 






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“Environmental Release”
means:


 


		(a)	pollution or contamination of the Environment;



		(b)	the generation, manufacture, processing, handling, storage, distribution, use, treatment, removal, transport,
disposal, release, spillage, deposit or discharge of Hazardous Substances;



		(c)	the exposure of any person or other living organism to Hazardous Substances;



		(d)	the creation of any noise, vibration, radiation, common law or statutory nuisance or other damage to or
material adverse impact on the Environment; or



		(e)	the emission of Greenhouse Gases, or energy use or supply of energy associated with or deriving from any
such emission,



 


“Greenhouse Gases”
means carbon dioxide, methane, nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulphur hexafluoride and other gaseous constituents
of the atmosphere, both natural and anthropogenic, that absorb and re-emit infrared radiation; and


 


“Hazardous Substances”
means any natural or artificial substance, organism, preparation or article that (alone or combined with another substance, preparation
or article) is or may be harmful to the Environment or a living organism or which is prohibited or restricted under Environmental Laws
(including any waste).


 


		30.2	The Company complies with and has at all times complied fully with Environmental Law and has had and currently
has and complies with all Authorisations required by Environmental Law.



 


		30.3	The Seller is not aware of any circumstances that may cause the Company to be in breach of any Environmental
Law or would so cause it to be in breach were it to remain the owner of the Group. The Seller is not aware of any circumstances affecting
the Business that might justify the imposing of any requirement by a competent authority in accordance with that authority’s powers
and obligations under the Environmental Law which would if the requirement were not complied with result in there being a breach of Environmental
Law.



 


		30.4	There are no past, pending or threatened proceedings, claims or actions against the Company brought under
Environmental Law before any court arbitrator or other body which have had or which would in the event of a judgment decision ruling or
order being unfavourable to the Business have an adverse effect on the financial or trading prospects of that business.



 


		30.5	All Authorisations required for the lawful and safe conduct of the Business as carried on at the date
of this Agreement have been obtained and maintained (including the meeting of any obligation to make payment in respect of the grant or
subsistence of the Authorisations) by the Group and true, complete and accurate copies of them have been Disclosed.



 


		30.6	There has been no breach of any terms or conditions of any of the Authorisations and the Seller is not
aware of any reason why any of the Authorisations should be or may be (in whole or in part) revoked or amended.



 


		30.7	No part of the Properties (including on, in, above or below ground or in groundwater or surface water)
has been contaminated, or contains Contaminants, to any degree (whether by the deposit spillage disposal or leaching of any hazardous
or toxic material or other pollutant or otherwise) and at present no part appears nor is there any reason why it should appear on any
register or contaminated land maintained by any local authority and as a result of any contamination or Contaminants no part of the Properties
represents a hazard to health or to the Environment and would not represent a hazard were the Properties developed or otherwise put to
use in ways differing from the current operations carried on at the Properties.



 






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		30.8	There are no circumstances which may give rise or have in the past given rise to any liability in nuisance
in respect of the Properties or the operation of the Business and the carrying on of that business has not interfered in any way with
the extraction and use of ground water from aquifers and would not impede extraction at any time in the future.



 


		30.9	No third party has committed any act which has resulted or may result in any liability being incurred
by that third party in respect of nuisance caused in relation to the Properties or the Business.



 


		30.10	True, complete and accurate copies of all reports, data, correspondence, investigations, surveys and other
documents relevant to the application of Environmental Law to the Business and the Properties (including without limitation environmental
audits environmental impact assessments and documents relating to hazardous or other waste) in the possession of the Company or the Seller
in whatever form or medium have been Disclosed.



 


		30.11	A brief history of the use by the Group and by others, of all real property owned or leased by the Company
and true, complete and accurate lists of all storage tanks or facilities (whether above or below ground) for gasoline, oil or any other
substance located on any real property owned or leased by the Company has been Disclosed.



 


		30.12	There is no evidence of abandoned oil or gasoline storage on any real property owned or leased by the
Company and no hazardous substances have been discarded, buried or otherwise disposed of by the Company or others on any of the Properties.



 


		30.13	The Company has properly disposed of all hazardous substances by delivering those substances to a licensed
hazardous waste removal contractor and has made all filings required by federal, state or other governmental authorities relating to the
storage, use or disposal of hazardous substances, including, but not limited to, filings relating to hazardous waste transportation or
disposal.



 


		30.14	No electrical transformers or other equipment containing PCBs are or have been located on any real property
owned or leased by the Company during the periods which the Company owned or leased such property or by others during any other periods.



 


		30.15	The Seller has no knowledge of and have not received any notice concerning any investigation of or any
claim alleging:



 


		30.15.1	any release or threat of release of any Hazardous Substances or oil on or from any real property owned
or leased by the Company or the need for any assessment, containment or removal related to any such release; or



 






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		30.15.2	the presence of Hazardous Substances or oil on any real property owned or leased by the Company caused
by leaching or migration of such substances from any other property.



 


		30.16	The Company has not received any notice concerning any investigation of or any claim alleging the need
for an environmental assessment of or any environmentally-related work, repairs, construction, alterations, or installations related to
the Business nor has the Seller any reason to believe that there is such a need.



 


		30.17	No Contaminants are stored or contained on or under any of the Properties whether in storage tanks, land
fills, pits, ponds, lagoons or otherwise.



 


		31.	Competition



 


		31.1	The Company has never been a party to any agreement, decision or concerted practice or is or has been
carrying on any practice which in whole or in part contravenes or is invalidated by any anti-trust, fair trading, consumer protection
or similar legislation in any jurisdiction where the Company has assets or carries on business or in respect of which any filing, registration
or notification was required or is advisable pursuant to such legislation (whether or not such notification, registration or notification
has in fact been made).



 


		31.2	The Company has not committed or is committing any abuse of a dominant position which it held or holds
in any jurisdiction where the Group has assets or carries on business.



 


		31.3	The Company has not received or is in the process of receiving state aid from any EU Member State contrary
to articles 107 to 109 of the Treaty on the Functioning of the European Union (“TFEU”) or is the subject of any decision
or anticipated decision by the European Commission or any court in connection with any state aid under articles 107 to 109 TFEU.



 


		31.4	Neither the Company nor any Employees or Former Employees are being or have been the subject of any investigation,
enquiry, report, decision or proceedings by any anti-trust or governmental authority or court in any jurisdiction nor are any of them
affected by any investigation, enquiry, report, decision or proceedings where the Company has assets or carries on business and there
are no circumstances likely to give rise to any such investigation, enquiry, report, decision or proceedings.



 


		31.5	The Company has not applied for or is currently applying for, and, so far as the Seller is aware, no Employee
has applied for or is currently applying for, any immunity from prosecution or leniency arising out of or in relation to any actual or
alleged breach of any anti-trust law in any jurisdiction where the Company has assets or carries on business.



 


		31.6	The Company has never been party to any transaction which was notifiable or which is notifiable to (or
which was or is reasonably advisable to have been or to be notified to) any merger control authority in any jurisdiction where the Company
has assets or carries on business and the Company has not been party to any transaction which has been the subject of any merger control
finding or decision.



 


		32.	Compliance with anti-corruption law



 


		32.1	In these paragraphs (Compliance with anti-corruption law):



 


“Anti-Corruption Law”
means any applicable laws which regulate or prohibit bribery or corruption.


 






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		32.2	Without prejudice to paragraph 4 (Compliance with laws) of Part 2 of this Schedule 7:



 


		32.2.1	the Company has never been at any time engaged in any activity, practice or conduct which would constitute
an offence under Anti-Corruption Law;



 


		32.2.2	no person (including a director, officer, employee, consultant, supplier of goods or services, agent or
other business associate of the Company) who performs or has performed services for or on behalf of the Company is engaging or has engaged
in any activity, practice or conduct which would constitute an offence under Anti-Corruption Law;



 


		32.2.3	the Company has and at all material times had in place adequate procedures (in line with the guidance
published by the Secretary of State in the United Kingdom under section 9 of the UK’s Bribery Act 2010) to prevent all persons (including
directors, officers, employees, consultants, suppliers of goods or services, agents or other business associates of the Company) who perform
or have performed services for or on behalf of the Company from undertaking any such conduct;



 


		32.2.4	neither the Company nor any person (including a director, officer, employee, consultant, supplier of goods
or services, agent or other business associate) who performs or has performed services for or on behalf of the Company is or has been
the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body or any customer
regarding any offence or alleged offence under Anti-Corruption Law, and no such investigation, inquiry or proceedings have been threatened
or are pending, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings; and



 


		32.2.5	the Company is not ineligible under any law to be awarded any contract or business of any kind.



 


		33.	Pensions



 


		33.1	In these paragraphs (Pensions):



 


“Defined Benefit Scheme”
means each Pension Scheme which is a defined benefit scheme within the meaning of the Pensions Act 1990;


 


“Defined Contribution Scheme”
means each Pension Scheme which is a defined contribution scheme within the meaning of the Pensions Act 1990 (and a defined contribution
section of a Pension Scheme (if any));


 


“Pension Schemes”
means each of the existing pension and death benefit schemes of the Company;


 


“PRSA Arrangement”
means the personal retirement savings account (as defined in the Pensions Act 1990) established with [provider] [and signed for and on
behalf of the Company by [date]] true, complete and accurate details of which have been Disclosed.];


 






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“Related Benefit Schemes”
means each of the sickness, permanent health, disability or related benefit schemes of the Company; and


 


“Valuation” means
the latest actuarial valuation of each Defined Benefit Scheme.


 


		33.2	A true, complete and accurate list and a fair summary description of all of Pension Schemes and Related
Benefit Schemes have been Disclosed.



 


		33.3	With the exception of the Pension Schemes, [the PRSA Arrangement] and the Related Benefit Schemes:



 


		33.3.1	the Company does not operate or contribute to any actual retirement, death, sickness, disability or other
benefit schemes, and the Company has not proposed to establish or contribute to any such schemes;



 


		33.3.2	the Company has no present, future or contingent obligations (including, without limitation, any obligation
established by custom or contained in any contract or agreement (including without limitation, any union or collective agreement)) in
respect of the retirement, death or disability of any person (including without limitation, any part-time or fixed term employee);



 


		33.3.3	the Company is not currently paying, or has promised to pay, any pension, sickness or disability gratuities;
and



 


		33.3.4	the Company has not at any previous time contributed to any scheme, policy or arrangement which had as
its purpose or one of its purposes the provision of pension, death, disability, sickness or related benefits.



 


		33.4	The Pension Schemes are exempt approved schemes within the meaning of section 774 of TCA 1997, and there
is no reason why such exempt approved status might be withdrawn. The documents referred to at paragraph 33.5.1 and 33.5.2 are up to date
and satisfactory to ensure continued treatment of the Pension Schemes as exempt approved schemes as aforesaid.



 


		33.5	There is Disclosed a true, complete and accurate:



 


		33.5.1	copy of all the trust deeds, rules, policies, agreements relating to investment management or custody,
latest annual report and accounts and other material documents constituting and governing the Pension Schemes[, the PRSA Arrangement]
and Related Benefit Schemes;



 


		33.5.2	copy of all explanatory booklets, announcements and other communications to employees relating to the
Pension Schemes[, the PRSA Arrangement] and Related Benefit Schemes;



 


		33.5.3	list of all persons who are members of or entitled to benefit under each Pension Scheme and each Related
Benefit Scheme together with all particulars necessary to establish their entitlements thereunder and, in the case of each Defined Contribution
Scheme, a statement showing the value of the assets of the Pension
Schemes referable to each of the employees and officers of the Company;



 


		33.5.4	copy of the Valuation together with any subsequent actuarial advice, actuarial funding certificates, certificates
given pursuant to section 55 of the Pensions Act 1990 and any funding proposals pursuant to part 4 of the Pensions Act 1990;



 






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		33.5.5	list of those Employees and officers of the Company who will, if they remain in service, become eligible
for membership of each Pension Scheme and each Related Benefit Scheme for pension, death or disability benefits; and



 


		33.5.6	copy of or evidence of approval of each Pension Scheme by the Revenue Commissioners.



 


		33.6	The documents relating to each Pension Scheme and each Related Benefit Scheme is up to date and reflects
its terms as operated in practice and as announced to employees and members. The Company has no obligation to any person under the Pension
Schemes or Related Benefit Schemes except under the documents referred to in paragraphs 33.5.1 and 33.5.2.



 


		33.7	Each Pension Scheme (or section thereof) which is a Defined Contribution Scheme was established as such,
was not established in succession to, and has not previously been converted from, a Defined Benefit Scheme, and no assurance, promise
or guarantee (oral or written) has been made or given to any person entitled or contingently entitled to benefit under any such Pension
Scheme that any particular rate, level or amount of benefits (other than insured lump sum death in service benefits) would be provided
to or in respect of him under the Pension Scheme.



 


		33.8	In relation to each Defined Benefit Scheme:



 


		33.8.1	the actuaries who signed the Valuation are the current actuaries to the Pension Scheme;



 


		33.8.2	the benefits on which the actuaries based the Valuation and the benefits payable under the Pension Scheme
were the same in all material respects and there have been no changes in the benefits payable since the effective date of the Valuation;



 


		33.8.3	the information supplied to the actuaries for the purposes of preparing the Valuation was true, complete
and accurate in all respects;



 


		33.8.4	there are no factors which have caused or contributed to any deterioration in the level of funding of
the Pension Scheme since the date of the Valuation;



 


		33.8.5	nothing has occurred since the effective date of the Valuation which might cause the results of a valuation,
if it was carried out at the date of this Agreement or at Completion, using the same actuarial methods and assumptions, to be worse than
the results of the Valuation; and



 


		33.8.6	on the basis of the actuarial methods and assumptions used in the Valuation, the assets of the Pension
Scheme are at least 100% of the amount of its liabilities in respect
of pensionable service completed or credited to the date of this Agreement making proper allowance for projected future increases in earnings
up to normal retiring age and increases (whether or not payable pursuant to a legal obligation) to pensions in payment or in deferment.



 






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		33.9	[The PRSA Arrangement has at all times complied with all applicable law including without limitation the
provisions of part 10 of the Pensions Act 1990. The Company has at all times complied with its obligations under part 10 of the Pensions
Act 1990, including, without limitation, in respect of the provision of employee access to, notification to employees of and deduction
of employee contributions and their payment to the PRSA Arrangement. The Company has never been liable and the Company has not promised
to make employer contributions to the PRSA Arrangement in respect of any Employees or Former Employees.]



 


		33.10	True, complete and accurate details of the rate at which the Company and its Employees contribute to the
Pension Schemes and the Related Benefit Schemes and the frequency of such payment have been Disclosed. There is no obligation to increase
such rate. All contributions in respect of the period up to the date of this Agreement have been paid and such contributions are not paid
in arrears. Such contributions have been applied in accordance with the provisions of the Pension Scheme and the trusts upon which they
are to be held. All actuarial, consultancy, legal and other fees, charges and expenses including taxation for which liability has arisen
have been discharged. Each Employee and officer of the Company who is required to contribute to a Pension Scheme or who makes additional
voluntary contributions to a Pension Scheme [or the PRSA Arrangement] has given a valid and effective consent in writing to the amount
currently required to be or voluntarily paid to the Pension Scheme [or the PRSA Arrangement (as appropriate)].



 


		33.11	The Pension Schemes and Related Benefit Schemes have at all times been duly administered in compliance
with all applicable laws (including Revenue and trust requirements and the documents under which they are governed) and do not contain
any provision, nor has any power or discretion been exercised under them, which could give rise to a claim against the Company or the
trustees of any Pension Scheme under article 157 of the TFEU or part 7 of the Pensions Act 1990. The Pension Schemes are registered with
the Pensions Board as required by the Pensions Act 1990. The Seller and the Company has duly complied with all its obligations under the
Pension Schemes and the Related Benefit Scheme and under all laws in relation to such arrangements and in relation to the provision of
retirement, death, disability and sickness benefits to and in respect of all Employees and Former Employees.



 


		33.12	There are no actions, suits or claims (other than routine claims for benefits) (including, without limitation,
any claims or complaints whether under any internal dispute resolution procedure, to the Pensions Ombudsman or otherwise) outstanding,
pending or threatened against the trustees or administrators of the Pension Schemes or against the Company in respect of any act, event,
omission or other matter arising out of or in connection with the Pension Schemes or the Related Benefit Schemes or the provision of (or
failure to provide) pension, death, sickness, disability or related benefits generally and there are no circumstances which might give
rise to any such action, suit or claim. No report or complaint (other than routine registration and returns) has ever been made to the
Pensions Board and there are no circumstances which might give rise to an investigation by the Pensions Board into the affairs of the
Pension Schemes [or the PRSA Arrangement] or the Company.



 


		33.13	The Pension Schemes do not hold any securities issued by, properties leased to or occupied by the Company
or the Seller. The Pension Schemes have made no loans which are outstanding by the Company or the Seller at the date of this Agreement.
The trustees have legal title to all assets of the Pension Schemes and none of the assets are mortgaged, charged or otherwise subject
to any Encumbrance.



 






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		33.14	No discretion or power has been exercised under the Pension Schemes or the Related Benefit Schemes or
otherwise to:



 


		33.14.1	augment a benefit;



 


		33.14.2	admit to membership a director or employee who would not otherwise have been eligible for admission to
membership;



 


		33.14.3	provide a benefit which would not otherwise be provided; or



 


		33.14.4	pay a contribution which would not otherwise have been paid.



 


		33.15	There are no pending or outstanding transfers in or out in relation to any of the Pension Schemes.



 


		33.16	All death in service benefits (other than refunds of contributions) which may be payable under the Pension
Schemes and any benefits payable under the Related Benefit Schemes are fully insured at normal rates and on normal terms for persons in
good health, all insurance premiums payable have been paid and are not paid in arrears, all information supplied to any insurer was true,
complete and accurate and there is no reason why any such insurance might be avoided (in whole or in part).



 


		33.17	Every Employee or Former Employee who is or was entitled to membership of the Pension Schemes or the Related
Benefit Schemes has been invited to join the relevant schemes as of the date on which he became entitled and any Employee who refused
to join cannot do so at a later date without the consent of the Company. Every Employee or Former Employee who is or has been a part-time
or temporary employee is not and has never been excluded from membership.



 


		33.18	No intention to amend (including any intention or alter the rates or basis of calculation of employer
and compulsory employee contributions to the Pension Schemes), close, discontinue in whole or in part or exercise any discretion in relation
to any Pension Scheme or Related Benefit Scheme has been communicated to any member or other beneficiary or to any staff representatives
or unions.



 


		33.19	No payment of any of the assets of the Pension Schemes has ever been made to any participating employer
or staff representative or union.



 


		33.20	Each participating employer under the Pension Schemes or Related Benefit Schemes has the right at any
time to terminate any obligation on its part to contribute to the Pension Schemes or the Related Benefit Schemes without liability to
any member or other person entitled to benefit under the Pension Schemes.



 


		33.21	[No Employee or Former Employee (other than a current employee or officer who is a member of the defined
benefit section of [Pension Scheme]) has any actual or prospective entitlement to membership (whether or not backdated) of the defined
benefit section of [Pension Scheme] and there are no circumstances which might give rise to a claim by such an employee or officer of
membership of the defined benefit section of [Pension Scheme].



 


		33.22	[No Employee or Former Employee who is a member of any Pension Scheme is entitled to pension increases
at any particular or guaranteed level whether under the rules of the scheme or under any other contract or agreement (including, without
limitation, any union or collective agreement) and there is no custom or practice which would entitle such a person to pension increases
at any particular or guaranteed level.]



 


		33.23	None of the Pensions Schemes accepts or proposes to accept contributions from an employer located in a
Member State (as defined in section 148(2) of the Pensions Act 1990) outside Ireland (“Another Member State”), and
no Employee or officer of the Company who is, or on completion of any applicable waiting period will be eligible to become, a member of
any Pension Scheme is employed or engaged on terms under which his employment or engagement by the Company is governed by the social and
labour law relevant to the field of occupational pension schemes of Another Member State.



 






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PART
3: TAX WARRANTIES


 


In this Part 3 of Schedule 7:


 


“VAT” means the tax imposed
in conformity with Council Directive 2006/112/EC and in relation to Ireland, the VATCA and legislation supplemental thereto and any other
tax of a similar fiscal nature substituted for, or levied in addition to, such tax whether in the European Union or elsewhere; and


 


“VATCA” means the Value Added
Tax Consolidation Act 2010, as amended from time to time and any regulations made in respect of VAT.


 


		1.	General



 


		1.1	All notices, returns, reports, accounts, computations, statements, assessments, declarations and registrations
and any other necessary information or documentation required to be submitted by the Company to any Tax Authority for the purposes of
Tax have been made on a proper basis, were submitted within applicable time limits, were accurate and complete when submitted and remain
accurate and complete in all material respects. None of the above is, or is likely to be, the subject of any dispute with any Tax Authority.



 


		1.2	All Tax for which the Company is or has been liable to pay or account for prior to or on the date of this
Agreement, has been duly and punctually paid or accounted for.



 


		1.3	The Company has kept and maintained complete and accurate records, invoices and other information in relation
to Tax as they are required or as is prudent to keep and maintain. Such records, invoices and information form part of Tax accounting
arrangements that enable the Tax liabilities of the Company to be calculated accurately.



 


		1.4	The Company has duly submitted all claims, disclaimers, elections, surrenders and applications which have
been assumed for the purposes of the Financial Statements and the Completion Accounts. No such claims, disclaimers, elections, surrenders
or applications are likely to be disputed or withdrawn.



 


		1.5	The Company is not involved in any dispute with any Tax Authority nor has the Company been subject to
any inspection, audit, aspect query or investigation by any Tax Authority. No circumstances exist which make it likely that such a dispute
will arise or that such an inspection, audit or investigation will be made.



 


		1.6	The Company has not settled any matter with a Tax Authority for the payment of outstanding Tax, interest,
penalties or surcharge.



 


		1.7	The Company has not committed any act or made any omission which might constitute an offence under sections
1078 or 1079 TCA 1997.



 


		1.8	The Company is not or will become liable to make to any person (including any Tax Authority) any payment
in respect of any liability to Tax which is primarily or directly chargeable against, or attributable to, any other person (other than
the Company).



 


		1.9	The Company has not entered into any indemnity, covenant or guarantee under which it has agreed to pay
or discharge any amount equivalent to or by reference to any other person’s liability to Tax.



 






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		1.10	The amount of Tax chargeable on the Company during any accounting period ending before the date of this
Agreement has not depended on any concession, agreement or other formal or informal arrangement with any Tax Authority.



 


		1.11	The Financial Statements make full provision or reserve within generally accepted accounting principles
for any period ending on or before the date to which they were drawn up for all Tax (whether actual or contingent) assessed or liable
to be assessed on the Company, or for which the Company is accountable at that date, whether or not the Company has (or may have) the
right of reimbursement against any other person. Proper provision has been made and shown in the Financial Statements for deferred tax
in accordance with generally accepted accounting principles and the Company has not subsequently become aware of any reason why the deferred
tax provision in the Financial Statements may not be sufficient.



 


		1.12	The Company has not acquired or disposed of any asset or entered into any transaction otherwise than by
way of bargain at arm’s length.



 


		1.13	The Company has not entered into any agreement in which or in connection with which the Company has indemnified
any other party against any claim, loss or other liability arising in respect of any Tax.



 


		1.14	No person holds or has held any share, right, option or other security, or any interest in such share,
right, option or other security where that share, right, option or other security, or the interest in such share, right, option or other
security was made available to such person by reason of the employment or directorship of that person or any other person with the Company.



 


		1.15	No contractor or consultant has received any rights described in paragraph 1.15.



 


		1.16	The Company has not paid any remuneration or compensation for loss of office or made any gratuitous payment
to any of its present or former directors or employees.



 


		1.17	No securities, within the meaning of section 135 TCA 1997 issued by the Company and remaining in issue
at the date of the agreement were issued in such circumstances that any interest or other distribution out of the assets in respect thereof
fails to be treated as a distribution under section 134 TCA 1997 nor has the Company agreed to issue securities (within that meaning)
in such circumstances.



 


		1.18	The Shares in the Company do not derive their value or the greater part of their value directly or indirectly
from land in Ireland, minerals or mining rights in Ireland, or exploration or exploitation in Ireland (“Specified Assets”)
and none of the Shares were acquired by the Seller, or any prior holder, in exchange for shares, debenture or other securities, the greater
part of the value of which was derived from Specified Assets.



 


		1.19	Full and accurate particulars of all transactions effected otherwise than in the ordinary course of business
since the Financial Statements Date in respect of which the Company is required to make a specific return to the relevant Tax Authorities
and in respect of which the time for making such return will expire on or after the date of this Agreement are Disclosed.



 


		1.20	The Company has not entered into any indemnity, covenant or guarantee under which it has agreed to pay
or discharge any amount equivalent to or by reference to any other person’s liability to Tax.



 






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		2.	Deductions and Withholding



 


		2.1	All deductions or withholdings in respect of or on account of any Tax which the Company has been obliged
(or entitled) to make have been made by the Company from any payments made by it and have been duly and properly accounted for to the
relevant Tax Authority within the applicable time limits.



 


		2.2	Without prejudice to the generality of the above, the Company has properly operated the PAYE, PRSI, income
levy, health contribution and universal social charge systems by:



 


		2.2.1	making such deductions as are required by law from all payments made and benefits provided (or deemed
to be or treated as made or provided) by it (or on its behalf or for which it is otherwise required to account); and



 


		2.2.2	duly accounting to the appropriate Tax Authority within the applicable time limits for all sums so deducted
and for all other amounts for which it is required to account under such systems.



 


		2.3	The Company has complied with its obligations in respect of payments for professional services as provided
for in sections 520 to 529 TCA 1997 and has complied with the provisions of these sections in all respects.



 


		2.4	The Company has complied with any obligations imposed upon it under the “Relevant Contracts Tax”
RCT regime as set out in Part 18, Chapter 2 of the TCA 1997 and any regulations under Part 18, Chapter 2 of the TCA 1997.



 


		3.	Residence



 


		3.1	The Company is resident for Tax purposes in its jurisdiction of incorporation and has not at any time
been resident for Tax purposes in any jurisdiction other than (or in addition to) its jurisdiction of incorporation.



 


		3.2	The Company has not ever carried on any business or had any Taxable presence whether through a branch,
agency, permanent establishment or otherwise in any jurisdiction other than its jurisdiction of incorporation and has not been obliged
to file any tax return in a jurisdiction other than its jurisdiction of incorporation.



 


		4.	Repayments and Redemption of Share Capital



 


		4.1	The Company has not repaid any share capital.



 


		4.2	The Company has not issued any share capital or security as paid-up otherwise than by the receipt of new
consideration.



 


		4.3	No distribution will arise, for Tax purposes, on the redemption of any share capital or security at par
of the Company.



 


		5.	Capital Allowances



 


		5.1	All expenditure which the Company has incurred or may incur under any subsisting commitment on the provision
of any machinery or plant has qualified or will qualify (if not deductible as a trading expense of the trade carried on by the Company)
for wear and tear allowances under TCA 1997 and has been properly recorded and disclosed in the Company’s Tax return submitted to
a Tax Authority each year.



 






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		5.2	The Company has sufficient information to ascertain the capital expenditure which will qualify for relief
under Chapter 2, Part 9 TCA 1997 and has retained sufficient records and evidence to support a claim for capital allowances in respect
of any such capital expenditure incurred before the Completion Date.



 


		5.3	All capital expenditure qualifying for capital allowances and all balancing adjustments in respect of
any accounting period (as defined in Chapter 2, Part 9 TCA 1997) of the Company has been Disclosed.



 


		5.4	No liability to Tax would arise to the Company on the disposal of any asset for a consideration equal
to the net book value of the asset in the Financial Statements.



 


		6.	Stamp Duty



 


		6.1	All documents under which the Company has any rights or in respect of which the Company is an accountable
person or which form part of the Company’s title to any assets owned by it have been duly stamped with the correct amount of stamp
duty, paid within the applicable time limits.



 


		6.2	No relief from stamp duty has ever been claimed by the Company.



 


		7.	Notice of Attachment



 


No notice of attachment has been served
on the Company.


 


		8.	Corporation Tax



 


		8.1	All expenses incurred by the Company prior to the date of this Agreement were incurred wholly and exclusively
for the purposes of the trade of the Company and were fully deductible for Tax purposes. No circumstances exist which make it likely that
a Tax Authority would seek to limit the Tax deduction for any such expense.



 


		8.2	The Company has since incorporation carried on, and at the date of this Agreement carries on, an activity
which is a trade for the purposes of Tax (chargeable to corporation tax at the 12.5% rate in Ireland) and has not ceased to carry on such
activity.



 


		8.3	The Company has not been involved in any transaction in respect of which relief under section 615 TCA
1997 was claimed.



 


		9.	Agency for Non-Residents



 


The Company has not ever been, or is
now, assessable to Tax under section 1034 or 1035 TCA 1997.


 


		10.	Mandatory Disclosure



 


		10.1	The Company has not made a mandatory disclosure to a Tax Authority in respect of a transaction or a proposed
transaction which enables any person to obtain a Tax advantage and no circumstances exist which mean that the Company should have made
such a disclosure but failed to do so.



 


		10.2	The Company has not been a party to or otherwise involved in any transaction in respect of which disclosure
has been made or is required pursuant to Chapters 2, 3 or 3A of Part 33 of TCA 1997.



 






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		11.	Anti Avoidance



 


		11.1	The Company has not been involved in any transaction in which any Tax Authority has, or could have, formed
an opinion that the transaction in question was a Tax avoidance transaction within the meaning of section 811 or 811C TCA 1997 and the
Company has not been a party to or otherwise been involved in any scheme or arrangement designed wholly or partly for the purpose of avoiding
Tax.



 


		11.2	The Company has not filed a protective notification as defined in section 811A or 811D TCA 1997.



 


		11.3	The Company has not received any notice under section 811(6) TCA 1997.



 


		12.	Group Companies



 


		12.1	The Company has not acquired from any other company any asset in circumstances where the companies were,
at the time of the acquisition, members of the same group of companies.



 


		12.2	The Company has not been involved in any transaction, scheme or arrangement (including the sale of the
Group Companies pursuant to this Agreement) which gives rise to a liability under sections 622 TCA 1997 (Dividend Stripping), 623 TCA
1997 (Company Ceasing to be a Member of Group), 625 TCA 1997 (Shares in Subsidiary Member of Group) or 626 TCA 1997 (Tax on Company Recoverable
from Other Members of Group).



 


		12.3	Entering into and implementing this Agreement will not give rise to a charge to Tax for the Company or
a clawback of any relief or exemption previously obtained by the Company.



 


		13.	Close Company



 


		13.1	The Company is not (or has at any time been) a close company for Tax purposes.



 


		13.2	There has not been in respect of any accounting period, any excess of distributable investment or estate
income within the meaning of section 434 TCA 1997.



 


		13.3	The Company has not any outstanding liability in respect of surcharge on undistributed estate and investment
income (within the meaning of section 440 TCA 1997) or surcharge on undistributed income of service companies (within the meaning of section
441 TCA 1997).



 


		13.4	The Company has not incurred any expense or paid any amount to any director or any associate of any director
in consequence of which the Company has been or could be treated as having made a distribution.



 


		13.5	No settlement within the meaning of section 436A TCA 1997 has been made by or on behalf of the Company.



 


		13.6	No loan or advance or payment has been made or consideration given or transaction effected falling within
sections 438, 438A or 439 TCA 1997 which would cause the Company to be treated as having paid an annual payment for Tax purposes.



 






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		14.	VAT



 


		14.1	The Company is registered for VAT solely in its country of incorporation and is not registered or obliged
to register for VAT in any other EU Member State.



 


		14.2	The Company has not been required by any Tax Authority to give security (or further security) as a condition
of supplying goods or services under a taxable supply.



 


		14.3	The Company has never been treated for VAT purposes as a member of any group of companies.



 


		14.4	The Company has complied with all obligations with regard to INTRASTAT and VIES reporting.



 


		14.5	The Company has not acted as an agent of any person not established in Ireland in the supply of goods
or services in Ireland and has allowed such supplies to be made on land owned, occupied or controlled by the Company.



 


		14.6	The Company is not authorised by any Tax Authority to receive supplies of qualifying goods and services
at the zero rate of VAT due to the Company’s involvement in international goods traffic and certain contract work.



 


		14.7	The Company has not supplied any goods falling within the meaning of section 19(1)(f) VATCA (Supply of
goods for exempt/part exempt activity) or section 19(1)(g) VATCA (Use of goods for non-business purpose) or supplied any services falling
within the meaning of section 27(1) VATCA (Self-supply of services).



 


		14.8	The Company has not, since 1 July 2008, availed of a joint option to charge VAT on a sale of immovable
goods or charged VAT on a letting of immovable goods.



 


		14.9	Full and accurate particulars of all assets held by the Company which are capital goods for the purposes
of section 2 VATCA and chapter 2 of part 8 VATCA and of all adjustments that have arisen or could arise under that part 8 are Disclosed.



 


		14.10	The Company is not engaged in (nor has it been engaged in) the letting of immovable goods.



 


		14.11	The Company has not been party to any transaction on which transfer of business relief applied.



 


		14.12	The Company has complied with all laws in respect of VAT, has promptly submitted accurate returns, maintains
full and accurate VAT records and has not been subject to any interest, penalty or surcharge in respect of VAT.



 


		14.13	Any VAT deducted by the Company has been in accordance with the provisions of VATCA.



 


		14.14	The Company is entitled to full VAT recovery.



 


		15.	Other Duties



 


All customs duties, excise duties,
common agricultural policy charges, VAT and other Taxes payable to any Tax Authority upon the importation of goods or assets have been
properly accounted for and recorded and have been paid in full by the Company.


 






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		16.	Transfer Pricing



 


		16.1	All transactions or arrangements made by the Company have been made on fully arm’s length terms.
There are no circumstances in which part 35A TCA 1997 or any other rule or provision could apply causing any Tax Authority to make an
adjustment to the terms on which such transaction or arrangement is treated as being made for Tax purposes.



 


		16.2	The Company has full contemporaneous documentary evidence of the process used to establish that arm’s
length terms in each related party transaction applied.



 


		17.	Research and Development



 


		17.1	All research and development credits claimed by the Company were properly claimed in accordance with the
provisions of the TCA 1997 within the appropriate time limits.



 


		17.2	The Company has, within applicable time limits, kept and maintained complete and accurate records, documents
and other information in relation to expenditure on and claims made in respect of research and development as they are required, or as
is prudent, to keep and maintain. Such records, documents and other information which is kept and maintained is sufficient to determine
the research and development credit claimed and, where appropriate, available to carry forward.



 


		17.3	None of the above is, or so far as the Seller is aware is likely to be, the subject of any material dispute
with any Tax Authority.



 


		18.	Losses



 


		18.1	The accumulated corporation tax losses of the Company which are available for use and carry forward at
[·] are €[·].



 


		18.2	The use of losses incurred by or charges paid by the Company is not restricted in any manner.



 


		19.	COVID



 


		19.1	The Company has not claimed the benefit of any of the measures introduced to assist businesses in response
to or, in connection with the COVID-19 pandemic, including but not limited to the Temporary Wage Subsidy Scheme, Employment Wage Subsidy
Scheme, COVID Restrictions Support Scheme and Debt Warehousing, other than as Disclosed to the Buyer.



 






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Schedule 8


 


Warranty Limitations


 


		1.	Warranty limitations



 


		1.1	The liability of the Seller in respect of Claims shall not exceed the total value of the Consideration
Shares issued to the Seller under this Agreement at the Issue Price.



 


		1.2	The Seller will not be liable for a Claim unless the amount awarded or agreed in respect of that claims
exceed €20,000, in which event the Buyer shall be entitled to recover the full amount and not just the excess of the claims over
 €100,000.



 


		1.3	The Seller will not be liable for any Claim unless notice of it is given in writing by the Buyer to the
Seller or the Seller:



 


		1.3.1	in the case of the General Warranties no later than 2 years;



 


		1.3.2	in the case of Tax Warranties, subject to paragraphs 1.5 and 1.6 below, 30 days after the second anniversary
of the end of the accounting period of the Company in which the Completion occurs.



 


		1.4	The Seller will not be liable for a Claim to the extent that the Claim:



 


		1.4.1	relates to matters that have been Disclosed;



 


		1.4.2	relates to any matter specifically and fully provided for in the Financial Statements;



 


		1.4.3	arises or is increased as a result of an increase in rates of Tax after the date of this Agreement with
retrospective effect; or



 


		1.4.4	arises or is increased as a result of any legislation, subordinate legislation or Revenue Commissioners
enunciated practice enacted, made, in force or allowed (as appropriate), after the date of this Agreement with retrospective effect.



 


		1.5	No limitation on time applies to a Claim that arises in connection with or following an investigation
by any Tax Authority into the tax affairs of the Company where the Company was engaged in tax avoidance schemes.



 


		1.6	Nothing in this Schedule 8 applies to a Claim that arises or is delayed, wholly or partly, as a result
of misrepresentation, dishonesty, fraud, wilful misconduct or wilful concealment by the Seller, its agents or advisers, the Group, its
directors or employees or any of them.



 


		1.7	Nothing in this Schedule 8 shall or shall be deemed to in any way diminish the Buyer’s common
law obligations to mitigate its loss or damage or both in relation to any Claim.



 


		1.8	The Buyer shall not be entitled to recover the same loss in respect of any Claim more than once.



 






    88


     


    

 


Execution page of share purchase agreement


 


	Executed
as a deed by BRT HOLDCO INC., a company incorporated in Delaware, acting by the person named opposite who is acting under the
authority of the company	 	 
  
	 	 	 
	 	 	Signature
of authorised signatory  
	 	 	 
	 	 	 
	 	 	Print
Name
	 	 	 
	 	 	 
	 	 	 
	Signed
by SHANE FINNEGAN in the presence of a witness and delivered as a deed:	 
  	 
	 	 	Signature
of Shane Finnegan
	 	 	 
	Witness
Signature	 	 
	 	 	 
	Print
Name	 	 
	 	 	 
	Print
Address	 	 
	 	 	 
	Witness
Occupation