Stock Purchase Agreement

STOCK PURCHASE AGREEMENT
by and among
[NAME],
[NAME],
[NAME],
and
each of [NAME(S)]
[●], 20XX
STRICTLY PRIVATE AND CONFIDENTIAL DRAFT FOR DISCUSSION PURPOSES

ONLY. CIRCULATION OF THIS DRAFT SHALL NOT GIVE RISE TO ANY DUTY TO
NEGOTIATE OR CREATE OR IMPLY ANY OTHER LEGAL OBLIGATION. NO
LEGAL OBLIGATION OF ANY KIND WILL ARISE UNLESS AND UNTIL A
DEFINITIVE WRITTEN AGREEMENT IS EXECUTED AND DELIVERED BY ALL
PARTIES.
THIS DRAFT AGREEMENT REMAINS SUBJECT TO THE COMPLETION OF

PURCHASER’S DUE DILIGENCE AND REVIEW BY SPECIALISTS IN ALL RESPECTS.
TABLE OF CONTENTS
Page
STOCK PURCHASE AGREEMENT............................................................................................
RECITALS 1
ARTICLE I DEFINITIONS; INTERPRETATION.......................................................................
1.1 Certain Definitions..................................................................................................
1.2 Cross Reference Table............................................................................................
1.3 Interpretive Matters..............................................................................................
ARTICLE II PURCHASE AND SALE; ROLLOVER................................................................
2.1 Purchase and Sale Transaction of Company Shares; Rollover.............................
2.2 Closing..................................................................................................................
2.3 Calculation of Equity Value.................................................................................
2.4 Payments at Closing.............................................................................................
2.5 Escrow..................................................................................................................
2.6 Deliveries of the Parties........................................................................................
2.7 Withholding..........................................................................................................
2.8 No Further Ownership in the Shares....................................................................
2.9 Lost Certificates....................................................................................................
2.10 Required Cash.......................................................................................................
ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING EACH
SELLER PARTY...............................................................................................
3.1 Organization and Authority..................................................................................
3.2 No Conflicts..........................................................................................................
3.3 Shares....................................................................................................................
3.4 Proceedings...........................................................................................................
3.5 Brokers and Financial Advisors............................................................................
ARTICLE IV REPRESENTATIONS AND WARRANTIES REGARDING THE
COMPANY........................................................................................................
4.1 Organization and Good Standing..........................................................................
4.2 Authority...............................................................................................................
4.3 No Conflicts; Company Consents........................................................................
4.4 Capitalization........................................................................................................
4.5 No Subsidiaries.....................................................................................................
i
TABLE OF CONTENTS
(continued)
Page
4.6 Names...................................................................................................................
4.7 Corporate Records................................................................................................
4.8 Financial Statements.............................................................................................
4.9 Absence of Certain Changes.................................................................................
4.10 Taxes.....................................................................................................................
4.11 Real Property........................................................................................................
4.12 Tangible Personal Property...................................................................................
4.13 Intellectual Property..............................................................................................
4.14 Contracts...............................................................................................................
4.15 Employee Benefit Plans........................................................................................
4.16 Labor.....................................................................................................................
4.17 Proceedings...........................................................................................................
4.18 Compliance with Laws; Permits...........................................................................
4.19 Customers and Suppliers......................................................................................
4.20 Warranties and Guarantees...................................................................................
4.21 Insurance...............................................................................................................
4.22 Related Party Transactions...................................................................................
4.23 Bank Accounts......................................................................................................
4.24 Environmental Matters.........................................................................................
4.26 Full Disclosure......................................................................................................
ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER........................
5.1 Organization.........................................................................................................
5.2 Authority...............................................................................................................
5.3 No Conflicts; Consents.........................................................................................
5.4 Proceedings...........................................................................................................
5.5 Sufficiency of Funds.............................................................................................
5.7 Capitalization........................................................................................................
ARTICLE VI COVENANTS AND AGREEMENTS.................................................................
6.1 Fees and Expenses................................................................................................
-ii-
TABLE OF CONTENTS
(continued)
Page
6.2 Necessary Filings..................................................................................................
6.3 Tax Matters...........................................................................................................
6.4 Further Assurances...............................................................................................
6.5 Access to Books and Records...............................................................................
6.6 Confidentiality......................................................................................................
6.7 Press Releases.......................................................................................................
6.8 Termination of Related Party Arrangements........................................................
6.9 Restrictive Covenants...........................................................................................
6.10 Release..................................................................................................................
6.11 Seller Representative............................................................................................
ARTICLE VII SURVIVAL; INDEMNIFICATION....................................................................
7.1 Survival.................................................................................................................
7.2 Indemnification.....................................................................................................
7.3 Limitations to Indemnification Obligations..........................................................
7.4 Calculation and Satisfaction of Obligations.........................................................
7.5 Indemnification Procedures..................................................................................
7.6 Exclusive Remedy................................................................................................
7.7 Tax Treatment of Payments..................................................................................
ARTICLE VIII MISCELLANEOUS...........................................................................................
8.1 Governing Law.....................................................................................................
8.2 Consent to Jurisdiction.........................................................................................
8.3 WAIVER OF JURY TRIAL................................................................................
8.4 Specific Performance............................................................................................
8.5 Entire Agreement; Amendments and Waivers.....................................................
8.6 No Third Party Beneficiaries................................................................................
8.7 Notices..................................................................................................................
8.8 Severability...........................................................................................................
8.9 Assignment; Binding Effect.................................................................................
8.10 Counterparts..........................................................................................................
-iii-
TABLE OF CONTENTS
(continued)
Page
Schedule A Closing Statement
EXHIBITS
Exhibit A Form of Rollover Agreement

Exhibit B Form of Escrow Agreement
SELLER DISCLOSURE SCHEDULE
-iv-
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into
as of [●], 20XX by and among [NAME], a [Location] limited liability company (“Purchaser”),
[NAME], a [Location] corporation (the “Company”), [NAME], a [Location] corporation
(“Seller”), each of [Name(s)] (each an “Owner” and collectively, the “Owners”) and Seller, in its
capacity as seller representative (the “Seller Representative”). In this Agreement, Purchaser, the
Company, Seller and the Owners are sometimes referred to individually as a “Party” and
collectively as the “Parties.”
RECITALS
WHEREAS, as of the date hereof, Seller owns __% of the issued and outstanding shares
of capital stock of the Company (collectively, the “Shares”);
WHEREAS, the Parties intend, subject to the terms and conditions hereof, that Purchaser
will purchase from Seller, and Seller will sell to Purchaser, all of the Shares held by Seller other
than the Rollover Shares, on the terms and subject to the conditions set forth in this Agreement
(the “Acquisition”); and
WHEREAS, as part of the Acquisition and pursuant to a Rollover Agreement, dated as of

the date hereof, by and between Seller and Purchaser Parent, the form of which is attached hereto
as Exhibit A (the “Rollover Agreement”), Seller will transfer the Rollover Shares, which have an
aggregate value equal to the Rollover Amount, in exchange for an amount of Parent Interests
having an aggregate value equal to the Rollover Amount, as a Tax-deferred capital contribution
exchange within the purview of Code Section 721 (the “Rollover”).
NOW, THEREFORE, in consideration of the premises, covenants and representations set

forth herein, and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I
DEFINITIONS; INTERPRETATION
I.1 Certain Definitions
. The following terms shall have the following meanings:
“Affiliate” means, with respect to any Person, any other Person that, directly or
indirectly through one or more intermediaries, controls, is controlled by or is under common
control with, such Person, and the term “control” (including the terms “controlled by” and
“under common control with”) means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such Person, whether through
ownership of voting securities, by contract or otherwise.
“Books and Records” means all Company minute books, books of account,
manuals, financial records, business plans and budgets, invoices, records with respect to
employees, customer and supplier lists, correspondence, advertising and promotional materials,
credit records of customers and other documents, records and files (including books and records
relating to, and tangible embodiments of, the Company IP), in whatever medium.
“Business Day” means a day except a Saturday, a Sunday or other day on which
the banks in [Location] are authorized or required by Law to be closed.
“Cash” means all currency on hand, currency in the bank or other accounts,
checks, money orders, readily marketable securities, short term instruments and other cash
equivalents held by the Company less any and all (x) restricted cash (including any amounts that
are not freely available) and (y) cash necessary to cover all outstanding checks and wire transfers
that have been mailed, transmitted or otherwise delivered by the Company but have not cleared
its bank or other accounts, all as determined in accordance with GAAP.
“Closing Cash” means the net amount of (i) all Cash as of immediately prior to
the Closing, minus (ii) the amount of the Required Cash. For the avoidance of doubt, the
“Closing Cash” may be a positive or negative number.
“Closing Expenses” means, as of immediately prior to Closing, any and all

(whether or not disclosed) (a) unpaid costs, fees and expenses of outside professionals incurred
by any Seller Party or the Company in connection with the negotiation and execution of this
Agreement and the other Transaction Documents and the consummation of the transactions
contemplated hereby and thereby, including all legal fees, accounting, management or other
similar fees and investment banking fees and expenses, (b) unpaid payment obligations of the
Company that become due solely as a result of the consummation of the transactions
contemplated by this Agreement and the other Transaction Documents under any change in
control, transaction bonus or similar agreement or arrangement with any employee, consultant,
independent contractor or director or manager of the Company existing at or prior to the Closing
and the employer portion of any employment Taxes payable with respect thereto, (c) severance
payments, retention bonus payments, all payments required to be made to any employees upon
separation (including payout of any and all accrued but unused vacation) or similar payment
obligations made or provided, or required to be made or provided, by the Company (including,
for the avoidance of doubt, the employer portion of any employment Taxes payable with respect
thereto) to any person as a result of or in connection with the transactions contemplated by this
Agreement and the other Transaction Documents. For the avoidance of doubt, the Closing
Expenses shall not include any expenses incurred by Purchaser, whether or not related to the
Acquisition, at any time prior or subsequent to the Closing.
“Code” means the Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder.
“Company Consents” means the consents, approvals, waivers, authorizations,

notices or filings required or advisable in connection with the execution, delivery or performance
of this Agreement and the other Transaction Documents and the consummation of any of the
transactions contemplated hereby and thereby on the part of the Company or any Seller Party.
“Company IP” means (a) all Company Owned IP and (b) all Intellectual Property
owned by a Person (other than the Company) that is used, held for use or practiced by the
-2-
Company in the conduct of its business or that is incorporated or embodied in the Company
Products.
“Company IT Systems” means any Technology, hardware, peripheral devices,

equipment and telecommunications infrastructure used for the transmission, storage,
maintenance, organization, presentation, generation, processing or analysis of electronic or other
data and information and functions, in each case, that are used in or necessary for the conduct of
the business of the Company.
“Company Owned IP” means all Intellectual Property (including any Company
Registered IP) owned or purported to be owned by the Company.
“Company Products” means all products and services (including Company

Software) that have been or are currently offered, sold, provided, licensed, distributed, made
available, under development, supported or otherwise exploited by or on behalf of the Company.
“Company Registered IP” means all Company Owned IP issued by, registered
with, renewed by or the subject of a pending application before any Governmental Authority or
Internet domain name registrar, including all Patents, registered Copyrights, and registered
Trademarks, and all applications for any of the foregoing, and all Domain Names.
“Contract” means any contract, agreement, indenture, note, bond, lease,

commitment, mortgage, deed of trust, license or other arrangement, understanding or obligation,
whether written or oral, express or implied, in each case, as amended and supplemented from
time to time and including all schedules, annexes and exhibits thereto.
“Enterprise Value” means $15,000,000.
“Environmental Laws” means all applicable Laws and Orders of any

Governmental Authority in effect on or prior to the Closing relating to the pollution or protection
of the environment or harm to or the protection of worker and human health and safety (as they
relate to exposure to hazardous materials), including releases or threatened releases of hazardous
materials or otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, release, transport or handling of hazardous materials and all Laws with regard to
recordkeeping, notification, disclosure and reporting requirements respecting hazardous
materials.
“Environmental Permits” means all material Permits issued pursuant to

Environmental Law.
“Equity Value” means (a) Enterprise Value, minus (b) Escrow Amount, minus (c)
Rollover Amount, plus (d) Closing Cash, minus (e) Indebtedness, minus (f) Closing Expenses.
“ERISA” means the Employee Retirement Income Security Act of 1974, as

amended.
“Escrow Agent” means [Bank Name]
-3-
“Escrow Agreement” means an escrow agreement, substantially in the form
attached hereto as Exhibit B, by and among Purchaser, Seller and the Escrow Agent.
“Escrow Amount” means $[_______].
“Fundamental Representations” means the representations and warranties of each

Seller Party and the Company, as applicable, set forth in Sections III.1(Organization and
Authority), III.2 (No Conflicts), III.3 (Shares), III.5 (Brokers and Financial Advisors), IV.1
(Organization and Good Standing), IV.2 (Authority), IV.3 (No Conflicts; Company Consents),
IV.4 (Capitalization), IV.5 (No Subsidiaries), IV.10 (Taxes), IV.13 (Intellectual Property),
IV.16(b) (Labor – Compliance with Law), IV.22 (Related Party Transactions), and IV.25
(Brokers and Financial Advisors).
“GAAP” means the generally accepted accounting principles in the United States
as of the date hereof.
“Governmental Authority” means any government or governmental or quasi-

governmental or regulatory body thereof, or political subdivision thereof, whether federal,
national, state, local, tribal, municipal or foreign, or any agency, instrumentality, commission or
authority thereof, or any court, tribunal or arbitral body (or any department, bureau or division
thereof), exercising executive, legislative, judicial, police, regulatory, Tax or administrative
functions.
“Indebtedness” means any Liability, without duplication, (i) in respect of

borrowed money or evidenced by bonds, notes, debentures or similar instruments;
(ii) representing the balance deferred and unpaid of the purchase price of any property (including
pursuant to any operating or capital leases) but excluding trade payables; (iii) in respect of
guarantees, direct or indirect, in any manner, of all or any part of any Indebtedness of any
Person; (iv) arising under any hedging or swap agreements; (v) by which a Person assures a
creditor or other party against loss (including obligations in respect of letters of credit,
performance bonds, bankers acceptances, indemnities or similar obligations); (vi) in respect of
deferred compensation; (vii) in respect of interest, fees, prepayment premiums, breakage costs
and any other fees payable upon termination of any Contract, penalties and other fees and
expenses owed with respect to the Indebtedness referred to above assuming the repayment in full
of such Indebtedness as of such time, including any amount of tax incentives which are required
to be repaid in connection with any such repayment; (viii) in respect of any declared but unpaid
dividends or distributions; (ix) in respect of all obligations under leases which have been or must
be in accordance with GAAP, recorded as capital leases in respect of any leases required to be
capitalized in accordance with GAAP; (x) relating to employees or service providers in respect
of periods prior to and including the Closing (including personal leave, bonuses, commissions
and severance obligations, whether or not such obligations accrue on or after the Closing Date);
(xi) the cost of delivery and cost to service components of any deferred revenue calculated in
accordance with GAAP; (xii) customer deposits; (xiii) relating to accounts payable balances aged
greater than 90 days; (xiv) in respect of royalties payable to the Company’s resellers aged greater
than 90 days; and (xv) in respect of all obligations of Indebtedness referred to above, the
payment of which is the responsibility or Liability of the Company, directly or indirectly, as
-4-
obligor, guarantor, surety or otherwise, including guarantees of such obligations, or which is
secured by a Lien on any property or asset of the Company.1
“Intellectual Property” means all rights, title and interest in or relating to, arising
from or associated with Technology or intellectual property, whether protected, created or arising
under any Law throughout the world, including: (a) all patents and applications therefor,
including all continuations, divisionals, and continuations-in-part thereof and patents issuing
thereon, along with all reissues, reexaminations and extensions thereof (“Patents”); (b) all
trademarks, service marks, trade names, brand names, trade dress rights, corporate names, logos,
and other source or business identifiers and general intangibles of a like nature, together with the
goodwill associated with any of the foregoing, along with all applications, registrations, renewals
and extensions thereof (“Trademarks”); (c) all Internet domain names, URLs, web site addresses,
Internet Protocol addresses, social media accounts and handles, and other designations (“Domain
Names”); (d) all copyrights and all works of authorship, database and design rights, whether or
not published, all registrations and recordations thereof and all applications in connection
therewith, along with all reversions, extensions and renewals thereof (“Copyrights”); (e) all
know-how, trade secrets and confidential ideas and information, including such rights in
inventions (whether or not reduced to practice), customer and supplier lists, technical
information, proprietary information, processes, formulae, databases and data, whether tangible
or intangible, and whether stored, compiled, or memorialized physically, electronically,
photographically, or otherwise (“Trade Secrets”); (f) all rights in Software; (g) all moral rights;
(h) all rights of publicity and privacy; (i) all other intellectual and industrial property rights of
any sort throughout the world, and all applications, registrations, issuances and the like with
respect thereto; and (j) all causes of action (resulting from past and future infringement thereof),
damages, and remedies relating to any and all of the foregoing.
“IRS” means the Internal Revenue Service of the United States.
“Law” means any domestic or federal, state, local, municipal, tribal, foreign,
multinational or international law (statutory, common or otherwise), constitution, treaty, statute,
code, ordinance, rule, regulation, treaty or other legal requirement enacted, adopted, promulgated
or applied by a Governmental Authority, or any guideline or guidance of any Governmental
Authority which, although not necessarily having the force of law, is regarded by such
Governmental Authority as requiring compliance as if it had the force of law, including the
European Union’s General Data Protection Regulation and implementing member-state
legislation, and other similar international laws and regulations related to the protection of
personal data, and the Payment Card Data Security Standard.
“Liability” means any debt, loss, damage, liability or obligation (whether direct or
indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or
unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, vested or unvested,
executory or due or to become due, and whether in contract, tort, strict liability or otherwise),
including all costs and expenses relating thereto.
“Lien” means any lien, pledge, mortgage, deed of trust, preemptive right, security
interest, equitable interest, claim, lease, charge, condition, option, right of first refusal, easement,
1
NTD: Definition of Indebtedness subject to completion of due diligence.
-5-
servitude, proxy, voting trust or agreement, transfer restriction under any shareholder or similar
agreement, encumbrance or any other similar restriction or limitation.
“Losses” means any and all deficiencies, judgments, settlements, losses, damages,
interest, fines, penalties, Taxes, diminution in value, costs and expenses (including reasonable
legal, accounting and other costs and expenses of professionals) incurred in connection with
investigating, defending, settling or satisfying any and all Proceedings or Orders, and in seeking
indemnification, compensation or reimbursement therefor; provided, however, that “Losses”
shall not include punitive damages except to the extent such damages are awarded to a third
party.
“Material Adverse Effect” means any change, effect, event, occurrence or

development that has had, or would reasonably be expected to have, individually or in the
aggregate, a material adverse effect on the business, assets, properties, results of operations or
financial condition of the Company other than those resulting from (i) the consummation of the
transactions contemplated herein or the announcement of same, (ii) general economic conditions
affecting the North American economy as a whole or the industry in which the business of the
Company is carried on, unless such events or conditions have a disproportionate effect on the
business of the Company as compared to other businesses in the industry, (iii) any change in
GAAP or laws, unless such changes have a disproportionate effect on the business of the
Company as compared to other businesses in the industry or (iv) acts of God or terrorism.
“Measurement Date” means [Date].
“Off-the-Shelf Licenses” means licenses for commercial, “off-the-shelf” Software

available on standard, non-discriminatory terms and conditions for an annual or one-time license
fee of no more than $1,000.
“Open Source Software” means any Software that is subject to or licensed,

provided or distributed pursuant to any open source license, including any (a) license that is, or is
substantially similar to, a license now or in the future approved by the Open Source Initiative or
(b) license under which any Software or other materials are distributed or licensed as “free
software,” “open source software” or under similar terms.
“Order” means any order, injunction, judgment, decree, ruling, writ, assessment
or other similar requirement or agreement enacted, adopted, promulgated or applied by any
Governmental Authority.
“Ordinary Course of Business” means the ordinary and usual course of operations
of the business by the Company through the date hereof consistent with past practice.
“Parent Interests” means the Common Units of Purchaser Parent to be issued to

Seller pursuant to the Rollover Agreement.
“Permits” means any approvals, authorizations, consents, licenses, permits,

waivers, certificates or registrations of a Governmental Authority.
-6-
“Permitted Liens” means (a) statutory Liens for current Taxes, assessments or
other governmental charges not yet delinquent or the amount or validity of which is being
contested in good faith by appropriate proceedings, provided an appropriate reserve is
established therefor in the Financial Statements and (b) mechanics’, carriers’, workers’,
repairers’ and similar Liens arising or incurred in the Ordinary Course of Business and that are
not material to the business, operations and financial condition of any Company Property so
encumbered and that are not resulting from a breach, default or violation by the Company of any
Contract or Law.
“Person” means any individual, corporation, partnership, limited liability

company, firm, joint venture, association, joint-stock company, trust, unincorporated
organization, Governmental Authority or other entity.
“Personal Information” means, in addition to any definition provided by the

Company for any similar term (e.g., “personally identifiable information” or “PII”) in any
Company privacy policy or other public-facing statement, all personal data, including any
information regarding or capable of being associated with an individual person or device,
including: (a) information that identifies, could be used to identify or is otherwise identifiable
with an individual, including name, physical address, telephone number, email address, financial
account number or government-issued identifier (including Social Security number and driver’s
license number), medical, health or insurance information, gender, date of birth, educational or
employment information, religious or political views or affiliations, marital or other status, and
any other data used or intended to be used to identify, contact or precisely locate an individual
(e.g., geolocation data); (b) information that is created, maintained, or accessed by an individual
(e.g., videos, audio or individual contact information); (c) any data regarding an individual’s
activities online or on a mobile device or other application (e.g., searches conducted, web pages
or content visited or viewed); and (d) Internet Protocol addresses, unique device identifiers or
other persistent identifiers. Personal Information may relate to any individual, including a
current, prospective or former customer or employee of any Person. Personal Information
includes information in any form, including paper, electronic and other forms.
“Pre-Closing Tax Period” means any taxable period or portion of a period ending
on or before the Closing Date, including the portion of any Straddle Period ending on the
Closing Date.
“Pre-Closing Taxes” means all Liabilities for Taxes of the Company for Pre-
Closing Tax Periods, determined without regard to any carryback of a loss or credit arising after
the Closing Date.
“Proceeding” means any suit, claim, action, litigation, application, arbitration,

proceeding (including any civil, criminal, administrative, investigative or appellate proceeding),
hearing, claim, complaint, grievance, inquiry, audit, examination or investigation commenced,
brought, conducted or heard by or before, any court, arbitrator, mediator or other Governmental
Authority and includes any appeal or review.
“Purchaser Parent” means [Name], a [Location] limited partnership.
-7-
“Rollover Amount” means $[_______].
“Rollover Shares” means that number of Shares that have an aggregate value
equal to the Rollover Amount.
“Seller Party” means each of Seller and each Owner and “Seller Parties” means
Seller and the Owners, collectively.
“Seller’s Knowledge” means the actual knowledge of either of the Owners, in

each case, as such Owner, in his or her role with the Company, would reasonably be expected to
have knowledge of the event, condition, circumstance, act or other matter in question.
“Software” means all: (a) computer programs, including any and all software
implementations of algorithms, models and methodologies, whether in source code or object
code; (b) databases and compilations, including any and all data and collections of data, whether
machine readable or otherwise; (c) descriptions, flow-charts and other work product used to
design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats,
firmware, development tools, templates, menus, buttons and icons; and (d) all documentation,
including user manuals and other training documentation related to any of the foregoing.
“Straddle Period” means any Tax period that begins on or before, and ends after,
the Closing Date.
“Subsidiary” when used with respect to any Person, means any corporation,
limited liability company, partnership, association, trust, or other entity the accounts of which
would be consolidated with those of such Person’s consolidated financial statements if such
financial statements were prepared in accordance with GAAP, or any other corporation, limited
liability company, partnership, association, trust or other entity of which securities or other
ownership interests representing more than 50% of the equity interests or more than 50% of the
ordinary voting power (or, in the case of a partnership, more than 50% of the general partnership
interests) are, as of such date, owned by such Person or one or more Subsidiaries of such Person.
“Tax Return” means any return, report, election, notice or statement filed or
required to be filed with respect to any Tax (including any schedules or attachments thereto, and
any amendment thereof) including any information return, claim for refund, estimated tax return,
amended return or declaration of estimated Tax, and including, where permitted or required,
combined, consolidated, affiliated or unitary returns for any group of entities that includes the
Company or any of its Affiliates and whether or not on tangible or electronic form.
“Taxes” means (a) all federal, state, local or foreign taxes, charges, fees, duties,
imposts, levies or other assessments, including all net income, branch, gross receipts, capital,
sales, use, ad valorem, net worth, value added, transfer, escheat, unclaimed property, franchise,
profits, inventory, capital stock, license, withholding, payroll, employment, employee health,
government pension plan, social security, unemployment, excise, environmental, registration,
alternative, add-on minimum, severance, stamp, occupation, real or personal property and
estimated taxes, customs duties, fees, assessments and charges of any similar kind whatsoever,
whether disputed or not, (b) all interest, penalties, fines, additions to tax or additional amounts
imposed by any Taxing Authority in connection with any item described in clause (a), whether
-8-
disputed or not, and (c) any Liability in respect of any items described in clauses (a) or (b)
payable by reason of Contract, assumption, transferee or successor Liability, operation of Law,
Treasury Regulations Section 1.1502-6(a) (or any predecessor or successor thereof or any
analogous or similar provision under Law) or otherwise.
“Taxing Authority” means the IRS and any other Governmental Authority
responsible for the administration of any Tax.
“Technology” means all Software, computer systems (other than peripheral

devices), information, databases, designs, formulae, algorithms, procedures, methods,
techniques, ideas, know-how, research and development, technical data, programs, subroutines,
tools, materials, specifications, processes, inventions (whether patentable or unpatentable and
whether or not reduced to practice), apparatus, creations, improvements, works of authorship and
other similar materials, and all recordings, graphs, drawings, reports, analyses, and other
writings, and other tangible embodiments of the foregoing, in any form whether or not
specifically listed herein.
“Transaction Documents” means this Agreement and each of the Seller

Disclosure Schedule, the Escrow Agreement, the Rollover Agreement and other documents
executed in connection with the consummation of the transactions contemplated by this
Agreement.
“Transfer Taxes” means any sales, use, stock transfer, real property transfer, real
property gains, transfer, stamp, registration, documentary, recording or similar Taxes, including
all interest, additions, surcharges, fees or penalties related thereto, arising out of or incurred in
connection with the transactions contemplated by this Agreement and the other Transaction
Documents.
“Treasury Regulations” means the final, temporary and proposed United States
Treasury Regulations promulgated under the Code.
“WARN Act” shall mean the federal Workers Adjustment and Retraining
Notification Act of 1988, as amended.
I.2 Cross Reference Table
. The following terms defined elsewhere in this Agreement in the Sections set forth
below shall have the respective meaning therein defined:
Term Section
“Accounting Firm” II.3(b)(ii)
“Acquisition” Recitals
“Adjustment Notice Date” II.3(b)
“Agreement” Preamble
“Claim Notice” VII.5(a)
“Closing” II.2
“Closing Date” II.2
“Closing Statement” II.3(a)
-9-
“Company” Preamble
“Company IP Assignment” IV.13(b)
“Company IP License” IV.13(b)
“Company Organizational Documents” IV.7
“Company Plans” IV.15(a)
“Company Property” IV.11
“Company Software” IV.13(i)
“Computer Viruses” IV.13(i)
“Copyrights” I.1 (“Intellectual Property”)
“[Location] Courts” VIII.2
“Domain Names” I.1 (“Intellectual Property”)
“Equity Value Dispute Notice” II.3(b)(ii)
“ERISA Affiliate” I.3(k)
“Estimated Equity Value” II.3(a)
“Excess Amount” II.3(c)(i)
“Excluded Claim” VI.11(a)
“Final Equity Value” II.3(c)
“Financial Statements” IV.8(a)
“Indemnification Claim” VII.5(a)
“Indemnified Party” VII.3(a)
“Indemnifying Party” VII.5(a)
“Litigation Conditions” VII.5(c)
“Owner” Preamble
“Party” Preamble
“Patents” I.1 (“Intellectual Property”)
“Payoff Letters” II.6(b)(ix)
“Policies” IV.21
“Promotional Materials” IV.13(g)
“Proposed Closing Date Calculations” II.3(b)(i)
“Purchaser” Preamble
“Purchaser Indemnitees” VII.2(a)
“Related Party Arrangement” IV.22(b)
“Released Claims” VI.11(a)
“Releasee” VI.11(a)
“Releasor” VI.11(a)
“Required Cash” II.10
“Restricted Business” VI.10(a)
“Restricted Period” VI.10(a)
“Rollover” Recitals
“Rollover Agreement” Recitals
“Seller” Preamble
“Seller Disclosure Schedule” Article III
“Seller Indemnitees” VII.2(b)
“Seller Representative” Preamble
“Shares” Recitals
“Shortfall Amount” II.3(c)(ii)
-10-
“Survival Period” VII.1
“Tangible Property” IV.12
“Tax Contest” VI.3(d)
“Third Party Claim” VII.5(b)
“Third Party Platform” IV.13(n)
“Threshold” VII.3(a)
“Top Customers” IV.19
“Top Suppliers” IV.19
“Trade Secrets” I.1 (“Intellectual Property”)
“Trademarks” I.1 (“Intellectual Property”)
I.3 Interpretive Matters
. Unless otherwise expressly provided, for purposes of this Agreement, the following
rules of interpretation shall apply:
(a) Calculation of Time Period. When calculating the period of time before
which, within which or following which any act is to be done or step taken pursuant to this
Agreement, the date that is the reference date in calculating such period shall be excluded unless
expressly indicated otherwise. References to “days” are to calendar days; provided, however,
that any action otherwise required to be taken on a day that is not a Business Day shall instead be
taken on the next succeeding Business Day. If the last day of such period is a non-Business Day,
the period in question shall end on the next succeeding Business Day.
(b) Dollars. Any reference in this Agreement to “$” or “dollars” means U.S.
dollars.
(c) Exhibits/Schedules. The exhibits and schedules to this Agreement are

hereby incorporated and made a part hereof and are an integral part of this Agreement. All
exhibits and schedules annexed hereto or referred to herein are hereby incorporated in and made
a part of this Agreement as if set forth in full herein. Any capitalized terms used in any schedule
or exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.
(d) Gender and Number. Any reference in this Agreement to gender shall
include all genders, and words imparting the singular number only shall include the plural and
vice versa.
(e) Headings. The provision of a Table of Contents, the division of this

Agreement into Articles, Sections and other subdivisions and the insertion of headings are for
convenience of reference only and shall not affect or be utilized in construing or interpreting this
Agreement. All references in this Agreement to any “Section” are to the corresponding Section
of this Agreement unless otherwise specified.
(f) Herein. The words such as “herein,” “hereinafter,” “hereof,” and

“hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such
words appear unless the context otherwise requires.
-11-
(g) Including. The word “including” or any variation thereof means
“including, without limitation,” and shall not be construed to limit any general statement that it
follows to the specific or similar items or matters immediately following it.
(h) Made Available. The words “made available” mean that the subject
documents or other materials were included in and available at the online datasite hosted by
“Watchdox” at https://watchdox.provequity.com at least two Business Days prior to the date
hereof.
(i) Negotiation and Drafting. The Parties have participated jointly in the
negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as jointly drafted by the Parties and no
presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the
authorship of any provision of this Agreement.
(j) References to Laws and Persons. Except as otherwise set forth herein, any
Law defined or referred to herein or in any agreement or instrument that is referred to herein
means such Law as from time to time amended, modified or supplemented, including by
succession of comparable successor Laws and references to all attachments thereto and
instruments incorporated therein. References to a Person are also to its permitted successors and
assigns.
(k) ERISA Affiliates. Solely for the purposes of Sections 4.15 and 4.16, the
term “Company” includes any other entity which, together with the Company, would be treated
as a single employer under Section 4001 of ERISA or Section 414 of the Code (an “ERISA
Affiliate”).
ARTICLE II
PURCHASE AND SALE; ROLLOVER
II.1 Purchase and Sale Transaction of Company Shares; Rollover.
(a)
(a) Purchase and Sale of Company Shares. Upon the terms and subject to the
conditions contained herein, on the Closing Date, Seller shall sell, transfer, assign, convey and
deliver to Purchaser, free and clear of any and all Liens (other than those arising under applicable
securities Laws or the Company Organizational Documents), and Purchaser shall purchase from
Seller, all of the Shares (other than the Rollover Shares), in exchange for a payment of cash in an
amount equal to the portion of the Estimated Equity Value determined pursuant to and as
described more fully in this Article II.
(b) Rollover. Immediately prior to the Closing, Purchaser Parent and Seller
shall consummate the Rollover in accordance with the terms, and subject to the conditions of the
Rollover Agreement.
II.2 Closing
-12-
. The consummation of the transactions contemplated by this Agreement (the “Closing”)
shall be deemed to take place at the offices of [_______] (or at such other place as the Parties
may designate in writing) at 10:00 a.m. (Eastern Time) on the date hereof (the “Closing Date”).
The Parties expect to exchange documents electronically, and no Party shall be required to
appear at any specific physical location to effect the Closing.
II.3 Calculation of Equity Value
(a) Determination of Estimated Equity Value. Attached hereto as Schedule A

is Seller’s calculation of the Equity Value measured as of the close of business on the day
immediately preceding the Closing Date (“Estimated Equity Value”) based upon Seller’s good
faith estimates of (i) Closing Cash, (ii) Indebtedness, and (iii) Closing Expenses, in each case,
including the components thereof and determined in a manner consistent with the definitions
thereof, and including reasonable supporting back-up documentation and wiring instructions
necessary to faciliate the payments pursuant to Section 2.4 (the “Closing Statement”).
(b) Determination of Final Equity Value.
(i) As soon as practicable, but no later than 90 calendar days after the
Closing Date (the “Adjustment Notice Date”), Purchaser shall prepare and deliver to Seller
Purchaser’s good faith proposed calculation of the Final Equity Value measured as of the close
of business on the day immediately preceding the Closing Date, together with Purchaser’s good
faith proposed calculations of (A) Closing Cash, (B) Closing Expenses and (C) Indebtedness, in
each case, including the components thereof and determined in a manner consistent with the
definitions thereof (which calculations shall collectively be referred to herein as the “Proposed
Closing Date Calculations”) and together with reasonable supporting back-up documentation. In
the event that Purchaser fails to deliver any of the Proposed Closing Date Calculations on or
prior to the Adjustment Notice Date and Seller provides written notice to Purchaser of such
failure, then no adjustment with respect to such amount shall be made hereunder.
(ii) If Seller does not provide written notice of any dispute (an “Equity
Value Dispute Notice”) to Purchaser within 30 calendar days following receipt of the Proposed
Closing Date Calculations, which Equity Value Dispute Notice shall describe the nature of any
such disagreement in reasonable detail and identify the specific items involved and the dollar
amount of such disagreement, or, if Seller at any time during such 30 day calendar day period
notifies Purchaser in writing that Seller agrees with the Proposed Closing Date Calculations in
their entirety, the Parties agree that the Proposed Closing Date Calculations shall be deemed to
set forth the final Closing Cash, Closing Expenses, Indebtedness and resulting Final Equity
Value, in each case, for all purposes hereunder. If Seller delivers an Equity Value Dispute
Notice to Purchaser within such 30 calendar day period, Purchaser and Seller shall use
commercially reasonable efforts to resolve any disputes set forth in the Equity Value Dispute
Notice during the 30 calendar day period commencing on the date Purchaser receives the
applicable Equity Value Dispute Notice from Seller. If Purchaser and Seller do not agree upon a
final resolution with respect to such disputed items within such 30 calendar day period, then
Purchaser and Seller shall engage, and the remaining items in dispute shall be submitted
-13-
immediately to, a mutually agreed upon independent nationally-recognized accounting firm
(such independent accounting firm being herein referred to as the “Accounting Firm”). The
Accounting Firm shall consider only those items and amounts as to which Purchaser and Seller
have disagreed within the time periods and on the terms specified above. Both Purchaser and
Seller may furnish to the Accounting Firm such information and documents as they deem
relevant, with copies of such submission and all such documents and information being
concurrently given to the other Parties. The Accounting Firm shall resolve each item of
disagreement based solely on the supporting material provided by Purchaser and Seller and not
pursuant to any independent review. The determination of value made by the Accounting Firm
with respect to the disputed items submitted to the Accounting Firm shall not be greater than the
greatest value for such items claimed by Purchaser or Seller or less than the smallest value for
such items claimed by Purchaser or Seller. The determination of the Accounting Firm shall be
conclusive and binding upon the Parties for all purposes of this Agreement. The terms of
appointment and engagement of the Accounting Firm shall be as agreed upon between Purchaser
and Seller, and any associated engagement fees shall be borne based on the inverse of the
percentage that the Accounting Firm’s determination bears to the total amount of the total items
in dispute as originally submitted to the Accounting Firm. For example, should the items in
dispute total in amount to $1,000 and the Accounting Firm awards $600 in favor of Seller, 60%
of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by
Seller. The Proposed Closing Date Calculations shall be revised, if necessary, as appropriate to
reflect the resolution of any objections thereto pursuant to this Section II.3(b)(ii) and, as so
revised, such Proposed Closing Date Calculations shall be deemed to set forth the final Closing
Cash, Closing Expenses, Indebtedness and Final Equity Value for all purposes hereunder.
(c) Payment of Adjustment to Estimated Equity Value. At such time as the

Equity Value is finally determined in accordance herewith (the “Final Equity Value”), Purchaser
and Seller shall make or cause to be made each of the following payments:
(i) If the Final Equity Value is greater than the Estimated Equity
Value (such excess amount, the “Excess Amount”), Purchaser shall pay or cause to be paid to
Seller an amount equal to the Excess Amount within two (2) Business Days of determination of
the Final Equity Value.
(ii) If the Final Equity Value is less than the Estimated Equity Value
(such shortfall amount, the “Shortfall Amount”), then, at the election of Purchaser, either
(A) Purchaser and Seller shall promptly direct the Escrow Agent to pay to Purchaser from the
Escrow Amount an amount equal to such Shortfall Amount, or (B) the Seller Parties shall be
obligated, jointly and severally, to pay to Purchaser within two Business Days of Seller receiving
notice of such election, an amount equal to the Shortfall Amount.
(iii) For the avoidance of doubt, if the Final Equity Value is equal to
the Estimated Equity Value, no payments shall be made pursuant to this Section II.3(c).
Any payments to be made pursuant to this Section II.3(c) shall be made by wire transfer of
immediately available funds.
II.4 Payments at Closing
-14-
. At the Closing, Purchaser shall pay or cause to be paid, by wire transfer of immediately
available funds, as follows:
(a) the Escrow Amount to the Escrow Agent to be held pursuant to this
Agreement and the Escrow Agreement;
(b) on behalf of the Company and each applicable Seller Party, the Closing
Expenses to the Persons entitled thereto, in each case, in the amounts and pursuant to the wire
instructions set forth in the Closing Statement;
(c) on behalf of the Company and Seller, the Indebtedness to the Persons
entitled thereto, in each case, in the amounts set forth in the Closing Statement and pursuant to
the Payoff Letters; and
(d) to Seller, an amount in cash equal to the Estimated Equity Value.
II.5 Escrow
. On the Closing Date, Purchaser and Seller shall enter into the Escrow Agreement,
pursuant to which Purchaser shall deposit the Escrow Amount with the Escrow Agent. The
Escrow Amount shall be available to satisfy (a) the obligation to pay any Shortfall Amount
pursuant to and in accordance with Section II.3 and (b) the indemnification obligations of Seller
pursuant to and in accordance with the provisions of Article VII.
II.6 Deliveries of the Parties
. At or prior to the Closing:2 [PER ATTORNEY CALL, MLB TO REVISE LANGUAGE TO

INCLUDE PARENT AS A PARTY AND APPROPRIATE PARENT DELIVERABLES]
(a) Purchaser shall deliver or cause to be delivered to Seller the following:
(i) the Escrow Agreement, duly executed by each of Purchaser and

the Escrow Agent;
(ii) the Rollover Agreement, duly executed by Purchaser Parent;
(iii) evidence of the approval of this Agreement, the Transaction

Documents and the transactions contemplated therein by Purchaser Parent, as the sole member of
Purchaser;
(iv) a certificate of good standing, dated not more than five days prior
to the Closing Date, with respect to the Company, issued by the Secretary of State of the State of
Georgia;
(v) the payments set forth in Section 2.4(d); and
(vi) all other Transaction Document to which Purchaser or Purchaser

Parent is a party, duly executed by Purchaser or Purchaser Parent, as applicable.
2
NTD: Closing deliverables subject to ongoing due diligence.
-15-
(b) Seller shall deliver, or cause to be delivered, to Purchaser each of the
following (each in a form and substance satisfactory to Purchaser):
(i) original stock certificates evidencing all of the Shares, duly

endorsed in blank for transfer to, or accompanied by duly executed stock transfer powers
executed in favor of, Purchaser (or, in the case of a lost stock certificate, the affidavit and
indemnification agreement pursuant to Section II.10);
(ii) the Escrow Agreement duly executed by Seller;
(iii) resignations effective as of the Closing Date of those directors and

officers of the Company set forth on Section II.6(b)(iii) of the Seller Disclosure Schedule;
(iv) evidence of the termination of each of those Related Party

Arrangements and other Contracts and transactions set forth on Section II.6(b)(iv) of the Seller
Disclosure Schedule;
(v) evidence of the approval of this Agreement, the Transaction

Documents and the transactions contemplated therein by Seller, as the sole shareholder of the
Company, and by the Board of Directors of the Company, as required by and pursuant to the
Company Organizational Documents and applicable Laws;
(vi) a certificate of good standing, dated not more than five days prior
to the Closing Date, with respect to the Company, issued by the Secretary of State of the State of
[Location] and each other state in which the Company is required to be authorized to conduct its
business;
(vii) an affidavit of non-foreign status from Seller duly completed and

executed in compliance with Treasury Regulation Section 1.1445-2(b);
(viii) the consents listed on Section II.6(b)(viii) of the Seller Disclosure

Schedule;
(ix) payoff letters with respect to all Indebtedness to be paid off in

accordance with this Agreement (the “Payoff Letters”) and all instruments and documents
necessary to release any and all Liens securing Indebtedness, including any necessary UCC
termination statements or other releases;
(x) acknowledgments of assignment of Intellectual Property rights,

duly executed by each Person set forth on Section II.6(b)(x) of the Seller Disclosure Schedule;
(xi) a letter of resignation to the Company from [Name] and evidence

of the payment by the Company to [Name] of all payments required to be made by the Company
to [Name] upon separation, including payout of any and all accrued but unused vacation;
-16-
(xii) evidence of the termination of each Company Plan, effective as of
immediately prior to the Closing;3
(xiii) the Rollover Agreement, duly executed by Seller;
(xiv) a joinder to the Agreement of Limited Partnership of Purchaser

Parent, duly executed by Seller; and
(xv) all other Transaction Documents, duly executed by the respective

parties thereto (other than Purchaser).
II.7 Withholding
. Purchaser, the Company, the Escrow Agent or any of their Affiliates shall be entitled to
deduct and withhold (or have deducted and withheld) from any amounts payable pursuant to this
Agreement such amounts as it determines are required or permitted to be deducted or withheld
therefrom or in connection therewith under the Code or any provision of state, local or foreign
Tax Law or under any other applicable Law. To the extent such amounts are so deducted or
withheld, such amounts shall be treated for all purposes under this Agreement as having been
paid to the Person to whom such amounts would otherwise have been paid.
II.8 No Further Ownership in the Shares
. As of the Closing, Seller shall cease to have any rights with respect to the Shares and
the certificates representing such Shares (if any), except for the right to receive the Equity Value
payable in accordance with this Article II.
II.9 Lost Certificates
. If any certificate or other instrument that, immediately prior to

Closing, represented any of the Shares shall have been lost, stolen or
destroyed, then the Person claiming such certificate or instrument to be
lost, stolen or destroyed shall provide an affidavit of that fact and an
indemnity reasonably satisfactory to Purchaser against any claim that may
be made against the Company, Purchaser or any of its Affiliates with
respect to such certificate or instrument.
II.10 Required Cash
. As of the Closing (and immediately following the Closing), the Company shall have no
less than $[●]4 in Cash (such amount, the “Required Cash”), and, at the request of Purchaser,
Seller shall provide documentation in form and substance reasonably acceptable to Purchaser
confirming that the Company has the Required Cash as of the Closing.
3
NTD: We expect the plan termination (subject to our review of the documentation we requested in connection with
our due diligence review) will involve (1) notification to the SEP-IRA financial institution and employees
(https://www.irs.gov/retirement-plans/terminating-a-sep) and (2) notification to the employees covered by the
Company’s agreement to pay premiums that the Company will no longer pay premiums for health insurance.
4
NTD: Amount subject to completion of Purchaser’s diligence.
-17-
ARTICLE III
REPRESENTATIONS AND WARRANTIES REGARDING EACH SELLER PARTY
Except as disclosed in a document of even date herewith and delivered by Seller to

Purchaser concurrently with the execution and delivery of this Agreement and referring by
numbered section (and, where applicable, by lettered subsection) to the representations and
warranties in this Article III and in Article IV, as applicable (the “Seller Disclosure Schedule”),
each Seller Party hereby jointly and severally represents and warrants to Purchaser as of the
Closing Date as follows:
III.1 Organization and Authority
(a) Seller has all requisite corporate power and authority to execute and
deliver this Agreement and each other Transaction Document to which Seller is a party, to
perform Seller’s obligations under this Agreement and each such other Transaction Document,
and to consummate the transactions contemplated hereby and thereby. The execution, delivery
and performance of this Agreement and each other Transaction Document to which Seller is a
party, and the consummation of the transactions contemplated hereby and thereby, have been
duly and validly authorized by the Owners as the shareholders of Seller, and no other corporate
proceedings on the part of Seller are necessary to authorize this Agreement and each such other
Transaction Document, or to consummate the transactions contemplated hereby and thereby.
This Agreement and each other Transaction Document to which Seller is a party has been duly
and validly executed and delivered by Seller and, assuming the due authorization, execution and
delivery by the other Parties, this Agreement constitutes, and each other Transaction Document
when so executed and delivered will constitute, the legal, valid and binding obligations of Seller,
enforceable against Seller in accordance with their terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies
generally, and subject, as to enforceability, to general principles of equity.
(b) Each Owner has the requisite legal capacity to execute and deliver this
Agreement and each other Transaction Document to which such Owner is a party, to perform
such Owner’s obligations under this Agreement and each such other Transaction Document, and
to consummate the transactions contemplated hereby and thereby. This Agreement and each
other Transaction Document to which each Owner is a party has been duly and validly executed
and delivered by such Owner and, assuming the due authorization, execution and delivery by the
other Parties, this Agreement constitutes, and each other Transaction Document when so
executed and delivered will constitute, the legal, valid and binding obligations of such Owner,
enforceable against such Owner in accordance with their terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies
generally, and subject, as to enforceability, to general principles of equity.
III.2 No Conflicts
. None of the execution, delivery and performance by any Seller Party of this Agreement
or any of the other Transaction Documents to which such Seller Party is a party, nor the
-18-
consummation of the transactions contemplated hereby or thereby, nor compliance by such
Seller Party with any of the provisions hereof or thereof will conflict with, or result in any
violation of or default (with or without notice or lapse of time, or both) under, or give rise to a
right of termination, amendment, cancellation or acceleration of any obligation or cause the loss
of a material benefit under, or give rise to any obligation of such Seller Party to make any
payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of
any Person under, or result in the creation of any Liens upon any of the properties or assets of
such Seller Party under, any provision of any Contract to which such Seller Party is a party or by
which any of the properties or assets of such Seller Party are bound, or any Law or Order
applicable to such Seller Party or any of the properties or assets of such Seller Party.
III.3 Shares
(a) Seller has good and marketable title to the Shares, free and clear of all
Liens. Seller owns all of the Shares and no other Person is the record or beneficial owner of (or
has any rights in or to acquire) any other equity interests in the Company or any other securities
convertible into, or exercisable or exchangeable for, equity or voting interests in the Company.
No Person is a party to any option, warrant, right or other Contract that could require Seller to
sell, transfer or otherwise dispose of any equity interest in the Company (other than this
Agreement) and is not a party to any voting trust, proxy, or other Contract with respect to the
voting of any equity interest in the Company. No Shares were issued in violation of (a) any
Contract to which any Seller Party or the Company is or was a party or by which such Seller
Party or the Company or its properties or assets is or was subject or (b) of any preemptive or
similar rights of any Person. This Agreement, together with the other Transaction Documents to
which Seller is a party, will be effective to transfer valid title to the Shares, free and clear of all
Liens, subscriptions, warrants, calls, proxies, commitments and Contracts of any kind.
III.4 Proceedings
. There is no Proceeding pending, or to Seller’s Knowledge, threatened against or

involving any Seller Party which would prohibit, enjoin or otherwise adversely affect such Seller
Party’s performance under this Agreement or any other Transaction Document to which such
Seller Party is a party or the consummation of the transactions contemplated hereby or thereby.
III.5 Brokers and Financial Advisors
. No Person has acted, directly or indirectly, as a broker, finder or financial advisor for
any Seller Party in connection with the transactions contemplated by this Agreement or any other
Transaction Document and no Person is entitled to any fee or commission or like payment in
respect thereof.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY
Except as disclosed in the Seller Disclosure Schedule, each Seller Party hereby jointly
and severally represents and warrants to Purchaser as of the Closing Date as follows:
-19-
IV.1 Organization and Good Standing
. The Company is a corporation duly incorporated, validly existing and in good standing
under the Laws of the State of [Location] and has all requisite corporate power and authority to
own, lease and operate its properties and assets and to carry on its business as now conducted.
The Company is duly qualified or authorized to do business as a foreign corporation and is in
good standing (or similar designation) under the Laws of each jurisdiction in which it owns or
leases real property and each other jurisdiction in which the conduct of its business or the
ownership of its properties requires such qualification or authorization, except where the failure
to be so qualified, authorized or in good standing would not have a Material Adverse Effect.
IV.2 Authority
(a) The Company has all requisite corporate power and authority to execute
and deliver this Agreement and each other Transaction Document to which it is a party, to
perform its obligations under this Agreement and each such other Transaction Document, and to
consummate the transactions contemplated hereby and thereby.
(b) The execution, delivery and performance of this Agreement and each
other Transaction Document to which it is a party, and the consummation of the transactions
contemplated hereby and thereby, have been duly and validly authorized by (i) Seller as the sole
shareholder of the Company and (ii) the board of directors of the Company, and no other
corporate proceedings on the part of the Company are necessary to authorize this Agreement and
each such other Transaction Document, or to consummate the transactions contemplated hereby
and thereby. This Agreement and each other Transaction Document to which it is a party has
been duly and validly executed and delivered by the Company and, assuming the due
authorization, execution and delivery by the other Parties, this Agreement constitutes, and each
other Transaction Document when so executed and delivered will constitute, the legal, valid and
binding obligations of the Company, enforceable against the Company in accordance with their
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar
Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to
general principles of equity.
IV.3 No Conflicts; Company Consents
(a) None of the execution, delivery and performance by the Company of this
Agreement or any of the other Transaction Documents to which the Company is a party, nor the
consummation of the transactions contemplated hereby or thereby, nor compliance by the
Company with any of the provisions hereof or thereof will conflict with, or result in any
violation of or default (with or without notice or lapse of time, or both) under, or give rise to a
right of termination, amendment, cancellation or acceleration of any obligation or to loss of a
material benefit under, or give rise to any obligation of the Company to make any payment
under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any
Person under, or result in the creation of any Liens upon any of the properties or assets of the
-20-
Company under, any provision of (i) the Company Organizational Documents, (ii) any Contract
or any material Permit to which the Company is a party or by which any of the properties or
assets of the Company are bound, or (iii) in any material respect any Law or Order applicable to
the Company or any of the properties or assets of the Company.
(b) Except for the Company Consents listed on Section IV.3(b) of the Seller
Disclosure Schedule, no consent, waiver, approval, Order, Permit or authorization of, or
declaration or filing with, or notification to, any Governmental Authority or other Person is
required in connection with (i) the execution, delivery and performance of this Agreement or any
other Transaction Document by the Company, the compliance by the Company with any of the
provisions hereof or thereof or the consummation of the transactions contemplated hereby or
thereby, or (ii) the continuing validity and effectiveness immediately following the Closing of
any Contract or Permit to which the Company is a party or by which any of the properties or
assets of the Company are bound.
IV.4 Capitalization
. The only outstanding equity interests of the Company are the Shares, which constitute
__% of the issued and outstanding capital stock and other equity interests in the Company. All
Shares have been duly and validly issued and are fully paid and held of record and beneficially,
free and clear of any Liens, by Seller. There are no existing options, restricted shares, share
appreciation rights, performance shares, “phantom” shares, warrants, calls, rights or Contracts to
which the Company is a party requiring, and there are no securities of the Company outstanding
which upon conversion or exchange would require, the issuance, sale or transfer of any
additional Shares or other equity interests of the Company or other securities convertible into,
exchangeable or evidencing the right to subscribe for or purchase equity interests of the
Company. Neither the Company nor any Seller Party is a party to any voting trust, proxy,
shareholder agreement or other similar Contract with respect to the voting, registration,
redemption, sale, transfer or other disposition of any class or series of equity interests of the
Company or other securities convertible into, exchangeable for or evidencing the right to
subscribe for or purchase Shares or other equity interests of the Company. There are no
outstanding (a) Shares or other equity interests of the Company subject to any vesting, transfer or
other restrictions or (b) rights or obligations of the Company to repurchase, redeem or otherwise
acquire any Shares or other equity interests of the Company or other securities convertible into,
exchangeable for or evidencing the right to subscribe for or purchase Shares or other equity
interests of the Company.
IV.5 No Subsidiaries
. The Company has no Subsidiaries and does not own and has never owned, directly or
indirectly, any shares or other equity interest in any corporation, association, partnership, joint
venture, trust, limited liability company or any other Person. The Company has not agreed to,
and is not obligated to, directly or indirectly, make any investment in or capital contribution or
advance to any Person.
IV.6 Names
-21-
. Section IV.6 of the Seller Disclosure Schedule sets forth a list of all past and present
names under which the Company operates or conducts, or has operated or conducted, its
business, including any “doing business as”, “d/b/a” or similar designations.
IV.7 Corporate Records
. Seller has made available to Purchaser true, correct and complete copies of the
certificate of incorporation (or its equivalent) and bylaws or other organizational documents of
the Company as of the date hereof, including in each case all amendments thereto through the
date hereof (collectively, the “Company Organizational Documents”). Each of the Company
Organizational Documents is in full force and effect and the Company is not in violation of any
provisions therein. The minute books and resolutions of the Company made available to
Purchaser are true, correct and complete in all material respects and reflect all material corporate
actions of the management of the Company and the shareholders of the Company. The
certificates representing the Shares and any stock transfer ledgers with respect to the Shares have
been made available to Purchaser and are true, correct and complete.
IV.8 Financial Statements
.
(a) Section 4.8(a) of the Seller Disclosure Schedule sets forth the unaudited
balance sheets of the Company and related statements of income and cash flows for the years
ended [Date], [Date] and [Date] and the three months ended [Date] (collectively, the “Financial
Statements”). Each of the Financial Statements was prepared from the Books and Records and
presents fairly the financial position of the Company as of the dates thereof and the results of
operations and cash flow of the Company for the periods covered thereby. The Financial
Statements have been prepared on cash basis applied on a consistent basis throughout the periods
covered.
(b) The Company has no Liabilities of any kind other than those (i)
adequately reflected in or reserved against in the Financial Statements, (ii) incurred in the
Ordinary Course of Business since the Measurement Date, which individually or in the aggregate
do not exceed $5,000, (iii) the Closing Expenses and obligations incurred in connection with this
Agreement or (iv) executory obligations pursuant to any Contract which are existing on the date
hereof and not related to any breach or default by the Company. The Company has no
Indebtedness except to the extent set forth on the Closing Statement.
(c) All accounts receivable reflected on the Financial Statements arising

subsequent to the Measurement Date or due to the Company as of the Closing Date are valid and
genuine and have arisen in the Ordinary Course of Business consistent with past practice, and
are, to Seller’s Knowledge, not subject to defenses, set-offs or counterclaims other than returns
or refunds in the Ordinary Course of Business. The Company has not received any notice and, to
Seller’s Knowledge, no facts or circumstances exist that would reasonably indicate that any of
the accounts receivable of the Company are not collectible within 90 days after billing or other
than in the full aggregate recorded amounts thereof.
-22-
(d) All accounts payable and accrued expenses reflected on the Financial
Statements and all accounts payable and accrued expenses incurred by the Company subsequent
to the Measurement Date were incurred in the Ordinary Course of Business.
(e) Section IV.8(e) of the Seller Disclosure Schedule sets forth each item of
Closing Expenses and, for each such item, the recipient of such item of Closing Expenses, the
contract or arrangement governing such item of Closing Expenses and the amount as of the
Closing Date.
IV.9 Absence of Certain Changes
. Since the Measurement Date, the Company has not suffered any damage, destruction or
loss of any material property or material asset, whether or not covered by insurance, except for
ordinary wear and tear in the Ordinary Course of Business. Since the Measurement Date, (x) the
Company has conducted its business only in the Ordinary Course of Business and a Material
Adverse Effect has not occurred, and (y) the Company has not taken any action set forth below:
(a) declared any dividend in respect of any class or series of equity securities
of the Company to be paid after the Closing;
(b) (i) granted any new right to severance or termination entitlements or

incentive compensation to any present or former director, officer, employee or consultant of the
Company, (ii) loaned or advanced any money or other property to any present or former director,
officer, employee or consultant of the Company or (iii) established, adopted, entered into,
amended or terminated any Company Plan;
(c) altered the terms or conditions of employment of any employees or altered

the relationship with any independent contractors, including their employment/contractor status,
salaries, remuneration or any other payment to them;
(d) hired any employees or engaged the services of any independent

contractors;
(e) directly or indirectly acquired any properties or assets, sold, assigned,

licensed, transferred, conveyed, leased or otherwise disposed of any of the properties or assets of
the Company or encumbered or subjected to any Lien or allowed or suffered to be encumbered
any of the properties or assets of the Company, in each case, whether tangible or intangible;
(f) (i) cancelled or compromised any debt or claim or waived or released any
material right under any Contract, (ii) accelerated or delayed collection of receivables in advance
of or beyond their regular due dates or the dates when the same would have been collected in the
Ordinary Course of Business or (iii) delayed or accelerated payment of any account payable in
advance of its due date or the date such Liability would have been paid in the Ordinary Course of
Business;
(g) entered into commitments for capital expenditures in excess of $

[_______] for all commitments in the aggregate;
-23-
(h) terminated or given notice to terminate any Contract;
(i) made any change in its financial or tax accounting principles, methods,
policies or practices;
(j) (i) made, revoked or changed any election with respect to Taxes, (ii)
settled or compromised any Tax audit, claim, or assessment or any Liability for Taxes, (iii) filed
any amendment to a Tax Return, (iv) entered into any closing agreement or obtained any Tax
ruling or sought to change any Tax accounting period, (v) surrendered any right to claim a refund
of Taxes, (vi) consented to any extension or waiver with respect to any Tax claim, assessment, or
Liability, or (vii) prepared or filed any Tax Return in a manner inconsistent with past practice
(for the avoidance of doubt, this Section IV.9(j) shall apply to Taxes reportable on Tax Returns
required to be filed by, on behalf of or with respect to operations or assets of the Company);
(k) granted to any Person any license, sublicense, covenant not to sue,
immunity, authorization, consent, release, waiver or other right with respect to any Company IP
(other than non-exclusive licenses granted to customers of the Company in the Ordinary Course
of Business) or sold, assigned, transferred or conveyed to any Person any rights to any Company
IP;
(l) collected, compiled, used, stored, processed, shared, safeguarded, secured,

disposed of, destroyed, disclosed, or transferred Personal Information (or failed to do any of the
foregoing, as applicable) in violation of any (i) applicable Laws, (ii) publicly available privacy
policies and notices of the Company (whether posted to an external-facing website or otherwise
made available or communicated to third parties by the Company), or (iii) contractual obligations
that the Company has entered into with respect to Personal Information; or
(m) agreed, in writing or otherwise, to take any of the foregoing actions.
IV.10 Taxes
.5
(a) All Tax Returns required to be filed by, on behalf of or with respect to
operations or assets of the Company have been duly and timely filed with the appropriate Taxing
Authority in all jurisdictions in which such Tax Returns are required to be filed (after giving
effect to any valid extensions of time in which to make such filings), and all such Tax Returns
are true, complete and correct in all material respects, and all Taxes due and payable by, on
behalf of or with respect to operations or assets of the Company (whether or not shown or
required to be shown on any Tax Return) have been fully and timely paid. The Company has
adequately provided for, in the Books and Records, Liability for all unpaid Taxes, not yet due
and payable. All required estimated Tax payments sufficient to avoid any underpayment
penalties (calculated without regard to the transactions contemplated by this Agreement) have
been made by or on behalf of the Company.
5
NTD: Subject to ongoing due diligence.
-24-
(b) At all times since its formation, the Company has been classified for U.S.
federal income Tax purposes (and any corresponding state, local or foreign income Tax
purposes) as set forth in Section IV.10(b) of the Seller Disclosure Schedule.
(c) The Company has complied in all respects with all applicable Laws
relating to the payment and withholding of Taxes and has duly and timely withheld and paid over
to the appropriate Taxing Authority all amounts required to be so withheld and paid under all
applicable Laws.
(d) Section IV.10(d) of the Seller Disclosure Schedule sets forth a list of all
income, franchise and all other material Tax Returns of the Company since [Date], copies of
each of which have been made available to Purchaser. Section IV.10(d) of the Seller Disclosure
Schedule also contains a complete and accurate list of all such Tax Returns of or with respect to
operations or assets of the Company that have been audited or are currently under audit and
accurately describes any deficiencies or other amounts that were paid or are currently being
contested. Seller has made available to Purchaser any audit report issued relating to any such
audits.
(e) No claim has been made in writing by a Taxing Authority in a jurisdiction

where Tax Returns of or with respect to operations or assets of the Company are not filed that the
Company or its Affiliates is or may be subject to taxation by, or required to file any Tax Return
in, that jurisdiction with respect to the operations or assets of or income generated by the
Company. No Liens exist with respect to Taxes on any assets or properties of the Company,
other than Permitted Liens.
(f) All deficiencies asserted or assessments made as a result of any

examination by a Taxing Authority of any Tax Returns of or with respect to the operations or
assets of the Company have been fully and timely paid. There is no dispute with or ruling or
claim by any Taxing Authority concerning any Liability for Taxes with respect to the Company
for which notice has been provided, or which is asserted or threatened in writing (or otherwise, to
Seller’s Knowledge). The Company has not entered into (and is not subject to) any Contract
with a Taxing Authority.
(g) The Company (i) has never been a member of an affiliated group of
corporations (as that term is used by Section 1504 of the Code) or any comparable provision of
state or local law and (ii) does not have any Liability for the Taxes of any other Person under
Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law),
as a transferee or successor, by contract or otherwise.
(h) The Company has not (i) agreed to and is required to make any
adjustments pursuant to Section 481(a) of the Code or any similar provision of Law and has
knowledge that any Taxing Authority has proposed any such adjustment, or has any application
pending with any Taxing Authority requesting permission for any changes in accounting
methods of the Company, (ii) requested any extension of time within which to file any Tax
Return, which Tax Return has since not been filed, (iii) been granted any extension for the
assessment or collection of Taxes, which Taxes have not since been paid or which extension has
-25-
not yet expired, or (iv) granted to any Person any power of attorney that is currently in force with
respect to any Tax matter.
(i) The Company will not be required to include any item of income in, or
exclude any item of deduction from, taxable income for any taxable period (or portion thereof)
ending after the Closing Date as a result of any (i) change in method of accounting for a taxable
period ending on or prior to the Closing Date, (ii) “closing agreement” as described in Section
7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax
Law) executed on or prior to the Closing Date, (iii) intercompany transactions or any excess loss
account described in Treasury Regulations under Section 1502 of the Code (or any
corresponding or similar provision of state or local income Tax Law), (iv) installment sale or
open transaction disposition made on or prior to the Closing Date, (v) prepaid amount received
on or prior to the Closing Date, (vi) election under Section 108(i) of the Code (or any
corresponding or similar provision of the state, local or foreign Tax Law) or (vii) application of
Section 965 of the Code.
(j) The Company is neither a party to, nor bound by, nor has any obligation
under, any tax allocation or sharing agreement or similar contract or arrangement or any
agreement that obligates it to make any payment computed by reference to the Taxes, taxable
income or taxable losses of any other Person.
(k) The Company has neither (i) conducted a trade or business through a
permanent establishment (within the meaning of an applicable Tax treaty) in a country other than
the United States, nor (ii) has a taxable presence or is required to file any Tax Returns in any
jurisdiction other than the United States.
(l) The Company has not been a United States real property holding
corporation within the meaning of Section 897(c)(2) of the Code during the applicable period
specified in Section 897(c)(l)(A)(ii) of the Code.
(m) The Company has collected all material sales and use and goods and
services and similar Taxes required to be collected, and has remitted, or will remit on a timely
basis, such amounts to the appropriate Governmental Authority, or has been furnished properly
completed exemption certificates and has maintained all such records and supporting documents
in the manner required by all applicable sales and use Tax statutes and regulations.
(n) The Company has not entered into any transaction that is either a “listed
transaction” or that the Company believes in good faith is a “reportable transaction” (both as
defined in Treasury Regulation Section 1.6011-4, as modified by published IRS guidance).
(o) The Company has not constituted either a “distributing corporation” or a

“controlled corporation” in a distribution of stock qualifying for tax-deferred treatment under
Section 355 of the Code.
(p) The Company will not be required to reduce any of its Tax attributes by
reason of the application of Section 1.1502-36 of the Treasury Regulations (or any comparable
provision under state or local Law) to the transactions contemplated by this Agreement.
-26-
IV.11 Real Property
. Section IV.11 of the Seller Disclosure Schedule sets forth a list of the real property or
interests in real property leased or occupied by the Company (each, a “Company Property”).
The Company does not own, lease, license, occupy or otherwise use any real property or have
any real property interests used or held for use in connection with the operation of business of
the Company other than the Company Properties. The Company does not currently own, and has
never in the past owned, any real property. The Company has a valid and enforceable leasehold
interest, free and clear of any Liens, other than Permitted Liens, under each of the Company
Properties, and has not granted any other Person the right to occupy any of the Company
Properties. All of the Company Properties are adequately maintained and suitable in all material
respects for the purpose of conducting the business of the Company as currently conducted.
IV.12 Tangible Personal Property
. The Company has good and marketable title to all of the tangible personal property
(“Tangible Property”) owned by the Company, free and clear of all Liens, other than Permitted
Liens. With respect to Tangible Property that is leased by the Company, (a) the Company has a
valid or subsisting leasehold interest or other comparable contract right in such Tangible
Property free and clear of all Liens, other than Permitted Liens, and (b) the Company is in
compliance with each such lease and is the sole holder of actual and exclusive possession of all
leasehold interests, free and clear of any Liens, other than Permitted Liens. The Tangible
Property that is owned or leased by the Company is in good operating condition, working order
and repair, subject to ordinary wear and tear, free from defects, are usable in the Ordinary Course
of Business and are suitable in all material respects for the purposes for which it is currently
being used. None of the assets of the Company are subject to any capital lease obligations or
similar arrangements. The assets owned, leased or licensed by the Company constitute all of the
assets necessary and sufficient for the Company to carry on its business as currently conducted
and, immediately after the Closing, necessary and sufficient for Purchaser to continue to operate
and conduct the business in the manner and to the extent currently conducted.
IV.13 Intellectual Property
(a) Company Owned IP. Section IV.13(a) of the Seller Disclosure Schedule
sets forth a complete and accurate list of (i) all Company Registered IP (including the application
and/or registration number and the applicable jurisdiction for each item of Company Registered
IP) and (ii) any material unregistered Company Owned IP. All Company Owned IP is valid,
subsisting and, to Seller’s Knowledge, enforceable.
(b) Company IP Contracts. Section IV.13(b) of the Seller Disclosure

Schedule accurately identifies all Contracts pursuant to which (i) any Person has licensed any
Intellectual Property to the Company (other than Off-the-Shelf Licenses) for use, or to be held
for use, in connection with the business of the Company or any Company Product (each, a
“Company IP License”); (ii) any Person has sold, conveyed, transferred, assigned or delivered
any Intellectual Property to the Company for use, or to be held for use, in connection with the
-27-
business of the Company or any Company Product (each, a “Company IP Assignment”) and (iii)
any third Person has developed or contributed to the creation or development of any Company
Software or other Company Owned IP, and includes the date thereof and identity of all parties
thereto.
(c) Ownership. The Company solely and exclusively owns all right, title and
interest in and to the Company Owned IP, and has a valid and continuing right to sell, license
and use (as the case may be), and will continue to have a valid and continuing right to sell,
license and use (as the case may be) after the consummation of the transactions contemplated by
this Agreement and the other Transaction Documents, all Company IP, in each case free and
clear of any Liens (other than the Permitted Liens). All necessary documents, certificates and
fees have been filed and paid with the relevant Governmental Authorities in connection with the
Company Owned IP, and to Seller’s Knowledge, all other Company IP, as the case may be, for
the purposes of maintaining such Company IP. No Person who has licensed any Company IP to
the Company has ownership rights or license rights to improvements made by the Company to
such Company IP. The Company IP constitutes all of the Intellectual Property used in
connection with the operation of the business of the Company as it is currently conducted, all
Company IP shall continue to be available to the Company for use in the operation of the
business of the Company immediately after Closing on the same terms as such Intellectual
Property was used immediately before Closing, and there is no other Intellectual Property that is
necessary for the continued operation of the business of the Company immediately after Closing
as it is currently conducted.
(d) Trade Secrets and Development. The Company has taken and does take
reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in
all Trade Secrets pertaining to the business of the Company and the Company IP (including any
confidential information owned by any Person to whom the Company has a confidentiality
obligation). Each Person who is or was involved in the creation or development of any
Company Owned IP (including Seller and all past and present officers, directors, employees,
consultants and contractors) has signed a valid and enforceable agreement pursuant to which
such Person has (i) agreed to hold all Trade Secrets of the Company (or of another Person and
held by the Company) in confidence both during and after their employment or retention, as
applicable, (ii) presently assigned to the Company all of such Person’s rights, title and interest in
and to all Intellectual Property created or developed for the Company in the course of their
employment or retention thereby, and (iii) agreed to waive all moral rights such Person may have
in any work which such Person is or was the creator or an author.
(e) No Third-Party Infringement of Company IP. To Seller’s Knowledge, no

Person has infringed, misappropriated, made unlawful use of or otherwise violated, or is
currently infringing, misappropriating, making unlawful use of or otherwise violating, any
Company Owned IP, or to Seller’s Knowledge, any other Company IP.
(f) No Infringement of Third-Party IP Rights. Neither the conduct of the

business of the Company, nor the use, practice, offer, license, provision, sale, distribution or
other exploitation of any Company IP or Company Product, infringes, misappropriates or
otherwise violates, and has not infringed, misappropriated or otherwise violated, any Intellectual
Property of any Person. The Company is not the subject of any pending or threatened
-28-
Proceeding involving any of the foregoing or challenging the validity, enforceability,
effectiveness or ownership of any Company Owned IP or any other Company IP that is
exclusively licensed to the Company. The Company has not received any notice of any such
threatened claim or Proceeding, and, to Seller’s Knowledge, there are no facts or circumstances
which would form the basis for any such claim or challenge.
(g) Publicity Rights. The Company has the valid and continuing right to use,
pursuant to a written Contract, the name and likenesses of all individuals included in any
advertising, promotional, and other marketing materials, regardless of the form or medium, and
including all of the Company’s websites and social media accounts, that are used in connection
with the business of the Company (collectively, “Promotional Materials”). The Company further
has a written Contract with each Person whose testimonial is included in any Promotional
Materials, under which Contract such Person consents to the use of its name and likeness,
consents to the Company’s use of such testimonial in the Promotional Materials, and attests that
the statements attributed to such Person reflect such Person’s honest opinion and belief based on
its use of the Company Product.
(h) Effects of This Transaction. Neither the execution, delivery or

performance of this Agreement or the other Transaction Documents or any other agreements
referred to herein or therein, nor the consummation of any of the transactions contemplated
hereby or thereby, will, with or without notice or lapse of time, result in, or give any other Person
the right or option to cause or declare: (i) a loss of, or Lien on, any Company IP or any Company
Product; (ii) the grant, assignment or transfer to any other Person of any license or other right or
interest under, to or in any Company IP or any Company Product; or (iii) by the terms of any
Contract, a reduction of any royalties or other payments the Company would otherwise be
entitled to with respect to any Company IP or any Company Product.
(i) Company Software. Section IV.13(i) of the Seller Disclosure Schedule

sets forth a complete and accurate list of (i) all proprietary Software owned, developed (or
currently being developed), marketed, distributed, licensed or sold at any time by the Company
and third-party Software exclusively licensed to the Company for use in its business or any
Company Product (collectively, “Company Software”), including whether each such item of
Company Software is owned exclusively by the Company; and (ii) all other Software licensed to
the Company that is used in or related to the business of the Company or any Company Product
(excluding Software licensed to the Company under Off-the-Shelf Licenses). No Company
Software, or to Seller’s Knowledge, any other Company Product, contains any “viruses,”
“worms,” “trojan horses,” “bugs,” “faults” or other devices, errors, contaminants, malicious
code, computer instructions, circuitry or other technological means (collectively, “Computer
Viruses”) that is designed or intended to (i) materially disrupt or adversely affect the
functionality of any information technology system, network or device; or (ii) enable or assist
any Person to gain unauthorized access to any information technology system, network or
device.
(j) Open Source Schedule. Section IV.13(j) of the Seller Disclosure Schedule
accurately identifies and describes: (i) each item of Open Source Software that is contained in,
distributed with or used in the development of any Company Software or from which any part of
any Company Software is derived; (ii) the applicable governing license for each such item of
-29-
Open Source Software; and (iii) the Company Software to which each such item of Open Source
Software relates. The Company’s use and distribution of Open Source Software does not (w)
give rise to any “copyleft” obligation, (x) limit the Company’s ability to make, use or sell any
Company Software, (y) diminish or transfer the rights of ownership in any Company IP or
Company Software to a third Person or (z) require the Company to make any public disclosure or
general availability of source code that is Company IP. The Company has at all times complied
in all material respects, and is currently in compliance with, all of the licenses, conditions and
other requirements applicable to the Open Source Software identified (or required to be
identified) in Section IV.13(j) of the Seller Disclosure Schedule.
(k) IT Systems; Security. The Company owns or has a valid right to access
and use all Company IT Systems, and will continue to own or have the valid right to access and
use all Company IT Systems after the consummation of the transactions contemplated by this
Agreement and the other Transaction Documents. All Company IT Systems shall continue to be
available to the Company for use in the operation of the business of the Company immediately
after Closing on the same terms as such Company IT Systems were used immediately before
Closing. The Company IT Systems (i) are adequate for, and operate and perform in all material
respects as required in connection with, the operation of the business of the Company as
currently conducted, and (ii) do not contain any Computer Viruses that could (A) materially
disrupt or adversely affect the functionality of any Company IT Systems, or (B) enable or assist
any Person to gain unauthorized access to any Company IT Systems. The Company has not
experienced any material disruption to, or material interruption in, the conduct of the business of
the Company attributable to a defect, error, or other failure or deficiency of any Company IT
System. The Company has taken all reasonable measures to protect the Company IT Systems
from unauthorized intrusions, security breaches, and other losses or impairments of data and
information, to minimize the effect of Computer Viruses, and to provide for the back-up and
recovery of the data and information stored or processed using Company IT Systems without
material disruption or interruption to the conduct of the business of the Company.
(l) Source Code. No source code for any Company Software has been
delivered, licensed or made available to any escrow agent or other Person who is not, as of the
date of this Agreement, an employee or contractor of the Company subject to a binding, written
agreement imposing on such Person reasonable and adequate confidentiality obligations to the
Company with respect to such source code. The Company has no duty or obligation (whether
present, contingent or otherwise) to deliver, license or make available the source code for any
Company Software to any escrow agent or other Person. No event has occurred, and no
circumstance or condition exists, that (with or without notice or lapse of time) will, or would
reasonably be expected to, result in the delivery, license or disclosure of the source code for any
Company Software to any other Person (other than Purchaser), including the execution, delivery
or performance of this Agreement or any other Transaction Documents or the consummation of
any of the transactions contemplated hereby or thereby.
(m) Government Funding; Standards Bodies. No funding, facilities, or

personnel of any Governmental Authority or educational institution, were used to develop or
create, in whole or in part, any of the Company Owned IP. The Company has not made any
submission or suggestion to, and is not subject to any agreement with, any standards bodies or
-30-
other entities that would obligate it to grant licenses to or otherwise impair the Company’s
control of any Company Owned IP.
(n) Privacy. The Company has not made any materially incomplete,
inaccurate, misleading or deceptive statement about its collection, use and disclosure of Personal
Information, and the Company has been and is in compliance with all such statements and all
Laws and contractual obligations concerning data privacy and security. The Company has not
made, and is not making, any illegal or unauthorized collection, use or disclosure of any Personal
Information, and there has been no illegal or unauthorized access to, or use or disclosure of, any
such Personal Information. Any collection, use, or disclosure of Personal Information by the
Company is in compliance with all applicable Laws, contractual obligations and the Company’s
data protection rules, policies and procedures. There have been no data breaches involving loss
or theft, or unauthorized access, use or disclosure of Personal Information used in or related to
the business of the Company. The Company has not received notice of any claims or complaints
or been charged with the violation of any Laws concerning data privacy or security or, to Seller’s
Knowledge, has not been or currently is under investigation with respect to any violation of any
Laws concerning data privacy or security or its privacy policies or contractual obligations
concerning data privacy or security, and there are no facts or circumstances which could form a
reasonable basis for any such claim, complaint, charge or investigation. The Company has had,
and currently has, reasonable safeguards in place to protect Personal Information in its
possession or control from loss or theft, or unauthorized access, use or disclosure, including
appropriate contractual terms with service providers who process or store such Personal
Information on the Company’s behalf. The execution, delivery and performance of this
Agreement and the other Transaction Documents comply with all applicable Laws concerning
data privacy and security and with the Company’s privacy policies. Where required to do so
pursuant to any of the terms of use, terms of service or data privacy or protection policy of any
customer, partner or any other Person’s device, platform, application, operating system, website,
networked physical object (including Internet of Things (IoT)), software as a service, platform as
a service, infrastructure as a service, cloud service or similar service (each, a “Third Party
Platform”), in each case, to the extent binding upon the Company, the Company has at all times
required, via written Contracts with customers, partners and subcontractors, that such customers,
partners and subcontractors comply with all applicable privacy and data protection policies,
terms of use and terms of service of such customer, partner or Third Party Platform. The
Company does not use, and has not used, directly or indirectly, web scraping, bots, spiders or
similar methods or technology to collect data from the websites, online services or applications
of any Person.
IV.14 Contracts
(a) Section IV.14(a) of the Seller Disclosure Schedule sets forth all of the
following Contracts to which the Company is a party or a beneficiary or by which the Company
or the properties or assets of the Company are subject:
(i) Contracts with any employee or independent contractor;
-31-
(ii) Company IP Licenses and Company IP Assignments required to be
disclosed on Section IV.13(b) of the Seller Disclosure Schedule and all other Contracts relating
to the acquisition, licensing, use, transfer, development or sharing of any Intellectual Property
(excluding Off-the-Shelf Licenses);
(iii) Contracts related to each material item of Tangible Property or

asset that is leased by the Company;
(iv) loan or credit agreements, indentures, notes or other Contracts or

instruments evidencing Indebtedness of the Company or Closing Expenses;
(v) Contracts for the purchase or sale of goods or services by or from

the Company (A) with any Top Customer or Top Supplier or (B) which include terms and
conditions that materially deviate from the Company’s standard terms and conditions, the form
of which has been made available to Purchaser;
(vi) Contracts relating to any single or series of related capital

expenditures by the Company in excess of $[_______];
(vii) Contracts for (A) the sale of any of the business, properties or
assets of the Company other than in the Ordinary Course of Business, (B) the grant to any Person
of any preferential rights to purchase any of its properties or assets or (C) the acquisition by the
Company of any operating business, properties or assets, whether by merger, amalgamation,
arrangement, purchase or sale of shares or assets or otherwise (other than Contracts for the
purchase of inventory or supplies entered into in the Ordinary Course of Business);
(viii) distributor, reseller, sales representative, marketing or advertising

Contracts;
(ix) Contracts that grant to any Person other than the Company any (A)
exclusive license, supply, distribution or other rights, (B) “most favored nation” or similar
preferential rights or (C) rights of first refusal, rights of first negotiation or similar rights;
(x) Contracts providing for any minimum or guaranteed payments by

the Company to any Person in excess of $5,000 annually;
(xi) Contracts for joint ventures, strategic alliances, partnerships or

similar arrangements;
(xii) Contracts with any Governmental Authority;
(xiii) Contracts that purport to limit, curtail or restrict (A) the ability of
the Company or any of its Affiliates to compete in any geographical area, market or line of
business, (B) the Persons to whom the Company or any of its Affiliates may sell products or
deliver services, (C) the Persons the Company or any of its Affiliates may hire or solicit for hire,
or (D) the Company or any of its Affiliates from engaging in any aspect of its business;
(xiv) Related Party Arrangements; and
-32-
(xv) other Contracts that are material to the Company or the operation
of its business.
(b) Each Contract to which the Company is a party is in full force and effect
with respect to the Company and, to Seller’s Knowledge, each other party thereto, and is the
legal, valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium and similar Laws affecting creditors’ rights and remedies generally and subject, as to
enforceability, to general defenses and principles of equity (regardless of whether enforcement is
sought in a Proceeding at law or in equity). The Company is not in material default or breach
under the terms of any Contract, nor, to Seller’s Knowledge, does any condition exist that, with
notice or lapse of time or both, would constitute a material default or breach thereunder by the
Company. To Seller’s Knowledge, no other party to any Contract is in material default or breach
thereunder, nor, to Seller’s Knowledge, does any condition exist that with notice or lapse of time
or both would constitute a material default or breach by any such other party thereunder. The
Company has not received any notice of termination or cancellation under any Contract, received
any notice of breach or default in any material respect under any Contract or granted to any third
party any rights, adverse or otherwise, that would constitute a breach of any Contract. Seller has
made available to Purchaser true, correct and complete copies of all written Contracts required to
be listed on Section IV.14(a) of the Seller Disclosure Schedule (or a written description of the
material terms of any such Contract that is not written).
IV.15 Employee Benefit Plans
(a) Section IV.15(a) of the Seller Disclosure Schedule6 sets forth a correct and
complete list of (i) all “employee benefit plans” (as defined in Section 3(3) of ERISA) and (ii) all
other employee benefit plans, policies, agreements or arrangements, including all employment,
individual consulting, bonus, incentive compensation, share purchase, equity or equity-based
compensation, deferred compensation, change in control, severance, retirement, savings, profit
sharing, health, welfare, medical, dental, disability, employee loan, and retiree medical or life
insurance plans, policies, agreements, arrangements or understandings, in each case, whether
written or unwritten and whether or not subject to ERISA, and any trust escrow or other
agreement related thereto, which (A) is or has been established, maintained or contributed to by
the Company or any ERISA Affiliate, or with respect to which the Company has any direct or
indirect present or future Liability, or (B) provides benefits, or describes policies or procedures,
applicable to current or former employees or current or former independent contractors of the
Company (collectively, the “Company Plans”).
(b) True, correct and complete copies of all documents constituting the
Company Plans have been made available to Purchaser.
(c) The Company Plans have been established, administered, invested and
maintained in accordance with their terms and with all applicable Laws, and all compensation
6
NTD: We expect that this schedule will include only the SEP-IRA and the Company payment of health
insurance premiums for Owners.
-33-
and benefits have been provided to all employees of the Company in accordance with applicable
Laws.
(d) There are no claims pending or threatened or that have ever been made, by
or with respect to any Person claiming benefit payments or entitlement to benefits under any
Company Plan, other than those made in the ordinary operation of such plans, nor is there any
basis for any such claim. No Company Plan is presently under audit or examination (nor has
notice been received of a potential audit or examination) by the IRS, the Department of Labor, or
any other Governmental Authority, and no matters are pending with respect to any Company
Plan under any IRS correction program. The Company has not incurred any Liability for any
excise, income or other taxes or penalties with respect to any Company Plan, and no event has
occurred and no circumstance exists or has existed that could reasonably be expected to give rise
to any such Liability.
(e) The Company has not sponsored, maintained, contributed to or had any
Liability in respect of (i) any defined benefit plan (as defined in Section 3(35) of ERISA), (ii)
any plan subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA, (iii) a
“multiemployer plan,” as defined in Section 3(37) of ERISA, (iv) a “multiple employer plan,” as
defined in Sections 4063, 4064 or 4066 of ERISA, or (v) a “multiple employer welfare
arrangement” as defined in Section 3(40) of ERISA. None of the Company Plans provide for
post-employment life or health insurance or other welfare benefits for any current or former
employee or independent contractor or any dependent or beneficiary thereof, except as may be
required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or
similar state Laws and at the sole expense of such individual.
(f) Except as set forth in Section IV.15(f) of the Seller Disclosure Schedule,
neither the execution and delivery of this Agreement or the other Transaction Documents nor the
consummation of the transactions contemplated hereby or thereby (either alone or in
combination with any other event) will result in any payment becoming due, payable,
accelerated, vested, increased or funded to or for any current or former employee or independent
contractor of the Company.
(g) Neither the execution and delivery of this Agreement or the other
Transaction Documents nor the consummation of the transactions contemplated hereby or
thereby (either alone or in combination with any other event) will give rise to the payment of any
amount that would not be deductible by Purchaser, the Company or their respective Affiliates by
reason of Section 280G of the Code or would be subject to Tax under Section 4999 of the Code.
(h) All contributions or premiums required to be made by the Company under

each Company Plan have been made in a timely fashion and in accordance with all applicable
Laws and the terms of the applicable Company Plan. All monies withheld from employee
paychecks with respect to Company Plans have been transferred to the appropriate Company
Plans in a timely manner as required by applicable Laws.
(i) The Company will have made, on or before the Closing, all payments
required to be made to any Company Plan by the Company on or before the Closing and will
have accrued (in accordance with past practice) as of the Closing all payments due but not yet
-34-
payable under any Company Plan as of the Closing. Each Company Plan can be amended,
terminated or otherwise discontinued after the Closing Date in accordance with its terms, without
liability to Purchaser or the Company. The Company has not made any plan or commitment,
whether or not legally binding, to create any additional Company Plan or to modify or change
any existing Company Plan or increase or improve the compensation, benefits or terms and
conditions of employment or service of any current or former employee, independent contractor
or director of the Company other than as required under Law or an applicable Company Plan.
There has been no amendment to, or written interpretation or announcement by the Company
regarding any Company Plan that would increase the expense of maintaining such Company
Plan. No statement, either written or oral, has been made by the Company to any person with
regard to any Company Plan that was not in accordance with the Company Plan and that could
have an adverse economic consequence to the Company or (following the Closing) the
Purchaser.
IV.16 Labor
(a) Section IV.16(a) of the Seller Disclosure Schedule sets forth a true, correct
and complete list of all employees and independent contractors currently performing services for
the Company, and information indicating whether the person is an employee or independent
contractor and, as applicable, each person’s title, location, date of hire or engagement,
compensation (including base salary, bonus or incentive compensation arrangements and last
bonus paid), benefits, perquisites, vacation entitlements and accruals and exempt or non-exempt
classification. No employee of the Company is on a leave of absence or performing services
under a work permit or visa. The Company has filed all required informational Tax Returns with
respect to employees and independent contractors currently performing services for the
Company, and such Tax Returns are true, correct and complete.
(b) The Company is in material compliance with all applicable Laws

respecting employment, employment practices, and terms and conditions of employment,
including compliance with all applicable Laws relating to labor relations, equal employment
opportunities, fair employment practices, employment discrimination, harassment, retaliation,
reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime
compensation, child labor, hiring, promotion and termination of employees, working conditions,
meal and break periods, privacy, health and safety, workers’ compensation, “whistleblower”
rights, leaves of absence and unemployment insurance. All employees of the Company
classified as exempt under the Fair Labor Standards Act and other wage and hour Laws
applicable to the Company are properly classified. All present and former independent
contractors of the Company have been, and currently are, properly classified and treated by the
Company as independent contractors and not as employees. There are no charges, complaints,
lawsuits, or actions against the Company pending, or threatened to be brought or filed, by or with
any Governmental Authority or arbitrator in connection with the employment of any current or
former applicant, employee, consultant or independent contractor, including any claim relating to
unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wages and
hours, health and safety, or any other employment-related matter arising under applicable Laws.
-35-
(c) The Company is not delinquent in any material respect in payments to any
of its employees or independent contractors for any wages, salaries, commissions, bonuses, profit
sharing, benefits, vacation pay or other compensation for any services performed for the
Company or amounts required to be reimbursed to such employees. The Company has the right
to terminate the employment of each of its employees at will and to terminate the engagement of
any of its independent contractors without payment to such employee or independent contractor
other than for services rendered through termination and without incurring any Liability.
(d) The Company has not implemented any employee layoffs that could
implicate the WARN Act prior to Closing.
(e) No employees of the Company are represented by any labor organization

or employee association with respect to their employment with the Company. The Company is
not a party to or bound by any labor or collective bargaining agreement or similar commitments
or represented by any labor organization or employee association and there are no labor or
collective bargaining agreements or similar commitments which pertain to employees of the
Company. There is no organizing activity involving the Company pending or, to Seller’s
Knowledge, threatened by any labor organization or group of employees of the Company. The
Company has not committed any unfair labor practice.
(f) Within the three years prior to the date hereof, there has not been, or
threatened, any allegation of sexual harassment or sexual misconduct against any current or
former employee or independent contractor of the Company and no event has occurred or
circumstance exists that would serve as a reasonable basis for any such allegation of sexual
harassment or sexual misconduct. The Company has not entered into any settlement agreement
related to allegations or threatened allegations of sexual harassment or sexual misconduct by any
current or former employee or independent contractor.
IV.17 Proceedings
. There is (a) no pending or, to Seller’s Knowledge, threatened, Proceeding or audit,

examination or investigation by any Governmental Authority against the Company or any of its
properties or assets, or any of the directors, officers or employees of the Company with regard to
their actions as such, (b) no pending or threatened Proceeding by the Company against any third
party, (c) no settlement or similar agreement that imposes any ongoing obligation or restriction
on the Company, and (d) no Order imposed or, to Seller’s Knowledge, threatened to be imposed
upon the Company or any of its properties or assets, or any of the directors, officers or
employees of the Company with regard to their actions as such. Neither the Company nor any
Seller Party has received any notice of any audit, examination or investigation by any
Governmental Authority against the Company or any of its employees, properties or assets. The
Company has not settled or compromised any Proceeding or claim, whether filed or threatened
(other than a separation and release agreement entered into with a departing employee or
independent contractor in the Ordinary Course of Business).
-36-
IV.18 Compliance with Laws; Permits
(a) The Company is, and has been at all times, in compliance in all material
respects with all Laws and Orders applicable to the Company or any of its employees,
independent contractors, businesses, properties or assets. To Seller’s Knowledge, no condition
or state of facts exists that is reasonably likely to give rise to a material violation of, or a material
Liability or default under, any applicable Law or Order. The Company has not received any
notice to the effect that a Governmental Authority claims, alleges or claimed or alleged that the
Company was not in compliance in all material respects with all Laws or Orders applicable to the
Company or any of its employees, independent contractors, businesses, properties or assets. The
Company has not received any demand for settlement or indemnification to the effect that a
consumer, customer, employee, or independent contractor alleges that the Company was not in
compliance in all material respects with all Laws or contractual obligations applicable to the
Company.
(b) Section IV.18(b) of the Seller Disclosure Schedule contains a list of all
material Permits which are required for the operation of the business of the Company as
presently conducted. The Company has all material Permits required for the operation of the
Company’s business as presently conducted. The Company is not in default or violation, and, to
Seller’s Knowledge, no event has occurred which, with notice or the lapse of time or both, would
constitute a default or violation, in any material respect, of any term, condition or provision of
any material Permit to which it is a party, to which the Company’s business is subject or by
which any of its properties or assets are bound, and to Seller’s Knowledge, there are no facts or
circumstances which could form the basis for any such default or violation.
(c) Neither the Company nor any of its current or former members, managers,
partners, directors, officers, employees, agents, Affiliates or other Persons acting on behalf of the
Company has, on behalf of the Company, (i) used any corporate funds for unlawful
contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii)
made any direct or indirect unlawful payments to any foreign or domestic governmental officials
or employees from corporate funds, (iii) established or maintained any unlawful or unrecorded
fund of corporate monies or other assets, (iv) made any false or fictitious entries on the Books
and Records, (v) made any unlawful bribe, rebate, payoff, influence payment, kickback or other
unlawful payments of any nature or (vi) violated any provision of the Foreign Corrupt Practices
Act of 1977, as amended.
IV.19 Customers and Suppliers
. Section IV.19 of the Seller Disclosure Schedule lists (a) the name of the ten largest
suppliers (by dollar volume) of the Company (the “Top Suppliers”) and (b) the name of the ten
largest customers (by total contract value) of the Company (the “Top Customers”), in each case,
during the fiscal years ended [Date] and 20XX. Since [Date], neither the Company nor any
Seller Party has received notice that any Top Supplier or Top Customer intends to cease doing
business with the Company or materially decrease the volume of business that it is presently
conducting with the Company. No sources of data which are part of any Company Product are
-37-
subject to any suspension of service or access with respect to that data due to failure to conform
with applicable contractual obligations.
IV.20 Warranties and Guarantees
. Each Company Product sold, licensed, distributed, furnished, delivered or otherwise

provided by the Company has been in conformity in all material respects with all applicable
contractual commitments, express and implied warranties, and applicable Law, and the Company
does not have any material Liability (and, to Seller’s Knowledge, there is no basis for any
Proceeding, complaint, claim or demand against the Company giving rise to any material
Liability) for violations thereof. No Company Product is subject to any guaranty, warranty or
other indemnity beyond the applicable standard terms and conditions of sale in any material
respect. Section IV.20 of the Seller Disclosure Schedule includes copies of the standard terms
and conditions for each Company Product (containing applicable guaranty, warranty, and
indemnity provisions).
IV.21 Insurance
. Set forth in Section IV.21 of the Seller Disclosure Schedule is a true, correct and
complete list of all insurance policies maintained by the Company or with respect to which the
Company is a named insured or otherwise the beneficiary of coverage (collectively, the
“Policies”) setting forth, in respect of each such policy, the policy name, carrier, term, type and
amount of coverage. Such Policies are in full force and effect and are for such amounts as are
sufficient for all material requirements of Law and all Contracts. No notice of cancellation or
termination has been received by the Company or any Seller Party with respect to any of such
Policies or any retroactive material upward adjustment in premiums under any such Policies.
IV.22 Related Party Transactions
(a) None of the directors, officers, managers, employees, shareholders or

other Affiliates of the Company owns any direct or indirect interest of any kind in (other than
equity positions held in companies whose equity is publicly traded), controls or is a director,
officer, employee or partner of, or consultant to, or lender to or borrower from or has the right to
participate in the profits of, any Person that is (i) a competitor, supplier, customer, licensor,
distributor, landlord, tenant, creditor or debtor of the Company, (ii) engaged in a business related
to the business of the Company, or (iii) a participant in any transaction to which the Company is
a party.
(b) Except as set forth in Section IV.22(b) of the Seller Disclosure Schedule,
there are no Contracts or service arrangements (other than ordinary incidents or employment not
governed by a written Contract) between the Company, on the one hand, and any Seller Party or
any director, officer, manager, employee, shareholder or Affiliate thereof (or a family member or
Affiliate of any such Person), on the other hand (each such Contract or service arrangement, a
“Related Party Arrangement”). Each Related Party Arrangement is on commercially reasonable
terms no more favorable to such party than what any third party negotiating on an arms-length
basis would expect.
-38-
IV.23 Bank Accounts
. Set forth in Section IV.23 of the Seller Disclosure Schedule is a complete and correct
list of each bank account or safe deposit box of the Company, the names and locations of all
banks in which the Company has accounts or safe deposit boxes and the names of all persons
authorized to draw thereon or to have access thereto.
IV.24 Environmental Matters
. The Company possesses all Environmental Permits that are necessary for the conduct
of its business as currently conducted or otherwise required under any Environmental Law, and
is in compliance in all material respects with all such Environmental Permits and applicable
Environmental Laws. The operations of the Company have not resulted in a material claim under
any Environmental Law against the Company or any other Person whose Liability for such
claims the Company has assumed or retained. The Company is not, and has never been, subject
to any material Proceeding arising under or related to any Environmental Law which remains
unresolved.
IV.25 Brokers and Financial Advisors
the Company in connection with the transactions contemplated by this Agreement or any other
respect thereof.
IV.26 Full Disclosure
. No representation or warranty by the Company or any Seller Party in this Agreement or

in any certificate to be delivered thereby pursuant hereto, and no statement, list, certificate or
instrument furnished or to be furnished to Purchaser pursuant hereto or in connection with the
negotiation, execution or performance of this Agreement, contains any untrue statement of a
material fact or omits or will omit to state any fact necessary to make any statement herein or
therein not misleading or necessary to a complete and correct presentation of all material aspects
of the Company.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants to Seller as of the Closing Date as follows:
V.1 Organization
. Purchaser is a limited liability company duly organized, validly existing and in good
standing under the Laws of the State of [Location] and has all requisite limited liability company
power and authority to own, lease and operate its properties and assets and to carry on its
business as now conducted.
V.2 Authority
-39-
. Purchaser has all requisite limited liability company power and authority to execute and
deliver this Agreement and each other Transaction Document to which it is a party, to perform
its obligations under this Agreement and each such other Transaction Document, and to
consummate the transactions contemplated hereby and thereby. The execution, delivery and
performance of this Agreement and each other Transaction Document to which it is a party, and
the consummation of the transactions contemplated hereby and thereby, have been duly and
validly authorized by all requisite company action on the part of Purchaser, and no other
company proceedings on the part of Purchaser are necessary to authorize this Agreement and
each such other Transaction Document, or to consummate the transactions contemplated hereby
and thereby. This Agreement has been, and, when executed at Closing, each other Transaction
Document to which it is a party will be, duly and validly executed and delivered by Purchaser
and, assuming the due authorization, execution and delivery by the other Parties, this Agreement
constitutes, and each other Transaction Document when so executed and delivered will
constitute, the legal, valid and binding obligations of Purchaser, enforceable against Purchaser in
accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as
to enforceability, to general principles of equity.
V.3 No Conflicts; Consents
(a) None of the execution, delivery and performance by Purchaser of this

Agreement and of the other Transaction Documents to which Purchaser is a party, nor the
consummation of the transactions contemplated hereby or thereby, nor the compliance by
Purchaser with any of the provisions hereof or thereof will (i) conflict with, or result in the
breach of, any provision of the certificate of formation or limited liability company agreement of
Purchaser, (ii) conflict with, violate, result in the breach of, or constitute a default under any
material Contract to which Purchaser is a party or by which Purchaser or its respective properties
or assets are bound, (iii) violate any Order by which Purchaser is bound or (iv) conflict with or
result in the violation of any applicable Law, except, in the case of clauses (ii) through (iv), for
such violations, breaches or defaults as would not, individually or in the aggregate, affect the
ability of Purchaser to consummate the transactions contemplated by this Agreement or any
other Transaction Document in any material respect.
(b) No consent, waiver, approval, Order, Permit or authorization of, or

declaration or filing with, or notification to, any Governmental Authority is required on the part
of Purchaser in connection with the execution, delivery and performance of this Agreement or
any other Transaction Document, the compliance by Purchaser with any of the provisions hereof
or thereof, or the consummation by Purchaser of the transactions contemplated hereby, except
for such consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or
notifications that, if not obtained, made or given, would not, individually or in the aggregate,
affect the ability of Purchaser to consummate the transactions contemplated by this Agreement
or any other Transaction Document in any material respect.
V.4 Proceedings
-40-
. There is no Proceeding pending, or to the knowledge of Purchaser, threatened against
or involving Purchaser which would prohibit, enjoin or otherwise adversely affect Purchaser’s
performance under this Agreement or any other Transaction Document to which Purchaser is a
party or the consummation of the transactions contemplated hereby or thereby.
V.5 Sufficiency of Funds
. Purchaser has the financial ability to perform all of its obligations under this Agreement
and the other Transaction Documents to which it is a party.
V.6 Brokers and Financial Advisors
Purchaser in connection with the transactions contemplated by this Agreement or any other
respect thereof.
V.7 Capitalization
. Purchaser Parent owns __% of the issued and outstanding equity interests in Purchaser.
ARTICLE VI
COVENANTS AND AGREEMENTS
VI.1 Fees and Expenses
. Each Party shall pay its own expenses incidental to the preparation of this Agreement
and the other Transaction Documents, the carrying out of the provisions hereof and thereof and
the consummation of the transactions contemplated hereby and thereby, including fees and
disbursements of their respective attorneys, accountants, brokers, finders and investment
bankers; provided, however, that notwithstanding anything herein to the contrary, to the extent
Closing Expenses are paid by Purchaser on behalf of the Company or any Seller Party, as
applicable, on the Closing Date, such Closing Expenses shall be paid out of the consideration
payable by Purchaser hereunder for the Shares in accordance with Article II.
VI.2 Necessary Filings
. Each Party shall promptly make all filings and submissions and shall take all actions
necessary, proper or advisable under applicable Law to obtain any required approval of any
Governmental Authority with jurisdiction over the transactions contemplated hereby (except that
Purchaser shall have no obligation to take or consent to the taking of any action required by any
such Governmental Authority that could adversely affect the Company or its businesses,
properties or assets or the transactions contemplated by this Agreement and the other Transaction
Documents).
-41-
VI.3 Tax Matters
(a) Purchaser shall cause the Company to prepare and file on a timely basis all
Tax Returns of the Company due after the Closing Date. To the extent that any Tax Returns of
the Company filed after the Closing Date relate to any Pre-Closing Tax Period, such Tax Returns
shall be prepared in a manner consistent with practices of the Company as in existence as of the
date hereof except to the extent otherwise required by applicable Law. Each Seller Party shall
reimburse Purchaser for Taxes for which such Seller Party is responsible pursuant to this
Agreement but which are payable by the Company with respect to any Tax Return filed pursuant
to this Section VI.3(a) within five days after written request by Purchaser to the Seller
Representative.
(b) Purchaser, on the one hand, and each Seller Party, on the other hand, shall
provide, and shall cause the Company to provide, each other Party with such assistance as may
reasonably be requested by the other Party in connection with the preparation of any Tax Return
or any audit or other administrative or judicial Proceeding relating to Taxes. Such assistance
shall include making employees available on a mutually convenient basis to provide additional
information or explanation of material provided hereunder and shall include providing copies of
relevant Tax Returns and supporting material. The Party requesting assistance hereunder shall
reimburse the assisting Party for reasonable out-of-pocket expenses incurred in providing
assistance. The Company, each Seller Party and Purchaser agree (i) to retain all books and
records with respect to Tax matters pertinent to the Company relating to any Pre-Closing Tax
Period until expiration of the statute of limitations (and, to the extent notified by Purchaser or a
Seller Party, any extensions thereof) of the respective taxable periods, and to abide by all record
retention agreements entered into with any Taxing Authority, and (ii) to give each other Party
reasonable written notice prior to transferring, destroying or discarding any such books and
records. The Company and the Seller Parties further agree, upon request, to use their respective
best efforts to obtain any certificate or other document from any Governmental Authority or any
other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed
(including with respect to the transactions contemplated hereby).
(c) Any and all tax-sharing agreements or similar agreements with respect to
or involving the Company shall be terminated as of the Closing Date and, after the Closing Date,
the Company shall not be bound thereby or have any Liability thereunder.
(d) If, in connection with any audit, examination, investigation or other

administrative or judicial Proceeding in respect of any Tax Return of the Company with respect
to which any Purchaser Indemnitees are entitled to be indemnified (in whole or in part) pursuant
to Section VII.2(a)(iii), any Taxing Authority issues to the Company a notice of an audit,
examination, investigation or other administrative or judicial Proceeding concerning the Tax
period covered by such Tax Return (collectively, a “Tax Contest”), Purchaser shall notify the
Seller Representative of its receipt of such notice; provided, however, that the failure by
Purchaser to provide such notice shall not relieve any Seller Party of its respective obligations
under Section VII.2(a)(iii). The Company shall have the right to control any such Tax Contest;
provided that (i) the Company shall keep the Seller Representative reasonably informed with
-42-
respect to such Tax Contest and (ii) the Company shall not settle or otherwise resolve such Tax
Contest without the Seller Representative’s consent, which consent shall not be unreasonably
withheld, conditioned or delayed.
(e) All Transfer Taxes applicable to, imposed upon or arising out of the
transactions contemplated by this Agreement shall be borne by Seller. Seller shall file all
necessary Tax Returns and other documentation with respect to all such Transfer Taxes, and, if
required by applicable Law, the Parties will, and will cause their Affiliates to, join in the
execution of any such Tax Returns and other related documentation.
(f) For all purposes of this Agreement, in the case of any Taxes for any
Straddle Period, the amount of Taxes allocable to the portion of the Straddle Period ending on
the Closing Date shall be deemed to be: (i) in the case of Taxes imposed on a periodic basis
(such as real or personal property Taxes), the amount of such Taxes for the entire period
multiplied by a fraction, the numerator of which is the number of calendar days in the portion of
the Straddle Period ending on and including the Closing Date and the denominator of which is
the number of calendar days in the entire relevant Straddle Period; and (ii) in the case of Taxes
not described in (i) above (such as franchise Taxes, Taxes that are based upon or related to
income or receipts, based upon occupancy or imposed in connection with any sale or other
transfer or assignment of property (real or personal, tangible or intangible)), the amount of any
such Taxes shall be determined as if such taxable period ended as of the end of the Closing Date.
(g) In the event necessary to prevent the application of Treasury Regulation

Section 1.1502-36(d) reducing the Tax attributes of the Company, Seller shall file, at the time
and in the manner provided at Treasury Regulations Section 1.1502-36(e)(5), an election
described in Treasury Regulation Section 1.1502-36(d)(6)(i)(A) to reduce Seller’s basis in the
stock of the Company to the extent required to prevent any reduction in Tax attributes of the
Company under the provisions of Treasury Regulation 1.1502-36(d).
(h) For the avoidance of doubt, the Parties hereto agree that none of the
Parties or their Affiliates will make a ratable allocation election under Treasury Regulation
Section 1.1502-76(b)(2)(ii) or (iii) or any other similar provision of Law with respect to the
Company.
VI.4 Further Assurances
. Following the Closing, each of the Parties shall, and shall cause their respective
Affiliates to, execute and deliver such additional documents, instruments, conveyances and
assurances and take such further actions as may be reasonably required to carry out the
provisions hereof and give effect to the transactions contemplated by this Agreement. In
furtherance of and without limiting the foregoing, the Seller Parties shall perform all actions and
sign all documents reasonably requested by Purchaser to authorize the applicable Domain Name
registrar to transfer the Domain Names set forth on Section IV.13(a) of the Seller Disclosure
Schedule to Purchaser (or a designated Affiliate thereof).
VI.5 Access to Books and Records
-43-
. The Seller Parties shall preserve until the seventh anniversary of the Closing Date all
books and records possessed or to be possessed by them relating to the business of the Company
prior to the Closing. After the Closing Date, the Seller Parties shall provide Purchaser with
access, during regular business hours, to such books and records, and Purchaser and its
representatives shall have the right to make copies of such books and records at their sole cost;
provided, however, that the foregoing right of access shall not be exercisable in such a manner as
to interfere unreasonably with the normal operations and business of such Party.
VI.6 Confidentiality
. From and after the Closing, each Seller Party shall, and shall cause such Seller Party’s
Affiliates to, hold, and shall use their reasonable best efforts to cause such Seller Party’s
Affiliate’s respective officers, directors, employees, accountants, counsel, consultants, advisors,
agents and other representatives to hold, in confidence any and all information, whether written
or oral, concerning the Company, the terms of this Agreement or the transactions contemplated
hereby, except to the extent that such Person can show that such information (a) is in the public
domain through no fault of such Seller Party or any such Affiliate or representative, (b) is
lawfully acquired thereby after the Closing from sources which are not prohibited from
disclosing such information by a legal, contractual or fiduciary obligation or (c) is required to be
disclosed by a Governmental Authority, by subpoena, summons or legal process or by Law and
the Seller Parties exercise reasonable best efforts to obtain an appropriate protective order or
other reasonable assurance that confidential treatment shall be accorded such information;
provided that in the case of any disclosures made pursuant to this Section VI.6, the recipient is
informed of the confidential nature of such information. Without prejudice to the rights and
remedies otherwise available in this Agreement, the Parties each acknowledge that money
damages would not be an adequate remedy for any breach of this Section VI.6, and that
Purchaser shall be entitled to seek specific performance and other equitable relief by way of
injunction in respect of a breach or threatened breach of any provision of this Section VI.6.
VI.7 Press Releases
. No press release or public announcement related to this Agreement or the transactions

contemplated herein shall be issued or made by either Party without the approval of the other
Party, unless required by Law (in the reasonable opinion of counsel) in which case the other
Party shall have the right to review such press release, announcement or communication prior to
issuance, distribution or publication.
VI.8 Termination of Related Party Arrangements
. On or prior to the Closing, the Company shall terminate, or shall cause to be

terminated, all Related Party Arrangements without any Liability or obligation on the part of the
Company.
VI.9 Termination of Company Plans
. The Company has taken all necessary and appropriate actions, including such actions as
Buyer may reasonably require, to terminate all Company Plans, effective as of immediately prior
-44-
to the Closing, and shall provide Buyer with evidence that such Plans have been terminated no
later than three Business Days prior to the Closing Date.7
VI.10 Restrictive Covenants
(a) From the Closing Date until the five-year anniversary of the Closing Date
(the “Restricted Period”), no Seller Party shall, and each Seller Party shall not attempt to and
shall cause their respective Affiliates not to, without the prior written consent of Purchaser,
directly or indirectly, on their own behalf or on the behalf of a third party, be employed by, be
engaged in or enable others to engage in, or otherwise provide services for, including, but not
limited to, as a consultant, independent contractor or in any other capacity, purchase, own or
invest in (other than ownership for investment purposes of less than one percent (1%) of a
publicly traded company) any company or other entity or organization that engages in, operates
or is substantially involved in (x) the business (whether commercial, not for profit or
governmental) of creating, selling or otherwise providing to third parties classes, videos,
education, training, tutorials, technology or other resources for photographers, including with
respect to photography editing, galleries, studio management, and business development
resources, or (y) any other business activity that the Company engages in (each, a “Restricted
Business”), in the United States or any other jurisdiction in which the Company engages in a
Restricted Business. The Seller Parties acknowledge and agree that because this Agreement is
entered into for consideration to be received at Closing, if any Seller Party violates any of the
provisions of this Section VI.10(a), the running of the Restricted Period, as applicable, will be
extended by the time during which such breaching Seller Party engages in such violation(s).
(b) During the Restricted Period, no Seller Party shall, without the prior
written consent of Purchaser, directly or indirectly, on such Seller Party’s behalf or on the behalf
of a third party, (i) hire, solicit, persuade or induce to leave, or attempt to do any of the
foregoing, any person who is employed by, or performing services as an independent contractor
for, Purchaser, the Company or any of its Subsidiaries during the Restricted Period (or who was
an employee or independent contractor of the Company or any of its Subsidiaries at any time
during the nine months preceding the Restricted Period), or (ii) encourage or solicit (or cause to
be solicited) any current or prospective client, customer, vendor, business partner, distributor,
supplier or other business relationship of the Company or any of its Subsidiaries to terminate its
relationship with the Company or any of its Subsidiaries or otherwise interfere in any way with
such relationship; provided, however, that the provisions of this Section VI.10(b) will not be
violated (x) by general advertising or solicitation not specifically targeted at any employee or
independent contractor, client, customer, vendor, business partner, distributor, supplier or other
business relationship of the Company or any of its Subsidiaries, (y) by actions taken by any
person or entity with which such Seller Party is associated if such Seller Party is not, directly or
indirectly, personally involved in such solicitation and has not identified such employee,
independent contractor, client, customer, vendor, business partner, distributor, supplier or other
business relationship for soliciting, or (z) by such Seller Party’s serving as a reference at any
such employee’s request.
7
NTD: See footnote 3.
-45-
(c) In the event that the provisions of this Section VI.10 should ever be
deemed to exceed the time or geographic limitations or any other limitations permitted by
applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such
jurisdiction to the extent and only to the extent that they are deemed to have the broadest and
most comprehensive applicability in all respects permitted by applicable Law. Each covenant in
this Section VI.10 and each provision herein are severable and distinct covenants and provisions.
The invalidity or unenforceability of any such covenant or provision as written shall not
invalidate or render unenforceable the remaining covenants or provisions hereof, and any such
invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such
covenant or provision in any other jurisdiction. Each Seller Party specifically acknowledges and
agrees that such Seller Party has received adequate consideration in exchange for entering into
this covenant, the foregoing restrictions are reasonable and necessary to protect the legitimate
interests of Purchaser, that Purchaser would not have entered into this Agreement in the absence
of such restrictions, that any violation of such restrictions will result in irreparable injury to
Purchaser, that the remedy at law for any breach of the foregoing restrictions will be inadequate,
and that, in the event of any such breach of this Section VI.10, Purchaser, in addition to any other
relief available to it, shall be entitled to seek temporary injunctive relief before trial from any
court of competent jurisdiction as a matter of course and to seek permanent injunctive relief
without the necessity of proving actual damages. Without limiting the generality of the
foregoing, the Restricted Period shall be extended for an additional period equal to any period
during which a Seller Party is in breach of such Seller Party’s obligations under this Section
VI.10.
VI.11 Release
(a) In consideration of the execution, delivery and performance by Purchaser

of this Agreement and the other Transaction Documents, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the
Closing, each Seller Party, on such Seller Party’s own behalf and on behalf of such Seller Party’s
respective successors, predecessors and assigns (each, a “Releasor”) hereby releases and forever
discharges the Company and each of its parents, Subsidiaries, Affiliates (that currently exist or
may exist in the future), successors, assigns and predecessors and their respective present and
former owners, equityholders, directors, officers, employees, agents, attorneys, representatives,
successors, beneficiaries and heirs (individually, a “Releasee,” and collectively, “Releasees”)
from any and all claims, demands, Proceedings, causes of action, Orders, Losses and Liabilities
whatsoever and all consequences thereof (collectively, “Released Claims”), whether known or
unknown, suspected or unsuspected, both at law and in equity, which such Seller Party or any
Releasor now has, has ever had or may hereafter have against any Releasee arising prior to the
Closing or on account of or arising out of any matter, cause or event occurring prior to the
Closing. For the avoidance of doubt, nothing contained herein will operate to release any
obligations of Purchaser, any Releasee or the Company arising on or after the Closing Date
under this Agreement, any other Transaction Document or for any claim arising out of the willful
misconduct, gross negligence, fraud, or intentional misrepresentation of the Purchaser, the
Company or any Releasee (each, an “Excluded Claim”). Each Seller Party, on behalf of such
Seller Party and each other Releasor, agrees that this Section VI.11 shall act as a release of all
-46-
Released Claims, whether such Released Claims are currently known or unknown, foreseen or
unforeseen, contingent or absolute, asserted or unasserted, and each Seller Party, on behalf of
himself or herself and each other Releasor, intentionally and specifically waives any statute or
rule which may prohibit the release of future rights or a release with respect to unknown claims.
The Releasees are intended third party beneficiaries of this Section VI.11, and this Section VI.11
may be enforced by each of them in accordance with the terms hereof in respect of the rights
granted to such Releasees hereunder. If any provision of this Section VI.11 is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of this Section VI.11
will remain in full force and effect. Any provision of this Section VI.11 held invalid or
unenforceable only in part or degree will remain in full force and effect to the extent not held
invalid or unenforceable.
(b) Each Releasor irrevocably covenants that it will not, directly or indirectly,
sue, commence any Proceeding against, or make any demand upon any Releasee in respect of
any of the matters released and discharged pursuant to Section VI.11(a); provided, however, for
the avoidance of doubt, this Section VI.11(b) shall not prohibit the right to sue, commence any
Proceeding against or make any demand upon a Releasee if such action is based upon an
Excluded Claim.
(c) Other than with respect to the Excluded Claims, the release provided for in
Section VI.11(a) may be pleaded by any of the Releasees as a full and complete defense and may
be used as the basis for an injunction against any action at law or equity instituted or maintained
against any of them in violation of this Section VI.11. If, as determined by a court or other
tribunal of competent jurisdiction, any Released Claim is brought or maintained by any Releasor
against any Releasee in violation of such release, such Releasor will be responsible for all costs
and expenses, including, without limitation, reasonable attorneys’ fees, incurred by the Releasee
in defending same.
(d) Each Releasor hereby warrants, represents and agrees that such Releasor
has not heretofore assigned, subrogated or transferred, or purported to assign, subrogate or
transfer to any Person any Released Claim hereinabove released. Each Releasor hereby agrees to
indemnify, defend and hold harmless each Releasee from any such assignment, subrogation or
transfer of Released Claims.
(e) Each Releasor hereby warrants and represents that, in providing the
release contemplated in this Section VI.11, such Releasor does so with full knowledge of any
and all rights that such Releasor may have with respect to the matters set forth in this Section
VI.11 and the Released Claims released hereby, that such Releasor has had the opportunity to
seek, and has been advised to seek, independent legal advice with respect to the matters set forth
herein and the Released Claims released hereby and with respect to the rights and asserted rights
arising out of such matters, and that such Releasor is providing such release of such Releasor’s
own free will.
VI.12 Seller Representative.
(a) Appointment. Each Seller Party irrevocably appoints Seller as the Seller
Representative with power of designation and assignment as such Seller Party’s true and lawful
-47-
attorney-in-fact and agent with full power of substitution, to act for and on behalf of, and in the
name of, such Seller Party with the full power, without the consent of such Seller Party, to
exercise as the Seller Representative in its sole discretion deems appropriate, the powers which
such Seller Party could exercise under the provisions of this Agreement or the other Transaction
Documents and to take all actions necessary or appropriate in the judgment of the Seller
Representative in connection with this Agreement and the other Transaction Documents.
Without limiting the generality of the foregoing, each Seller Party hereby irrevocably grants the
Seller Representative full power and authority: (i) to give and receive notices and
communications relating to the transactions and other matters contemplated by this Agreement or
the other Transaction Documents, including those relating to indemnification claims pursuant to
Article VI and Article VII; (ii) to execute and deliver, on behalf of such Seller Party, and to
accept delivery of, on behalf of such Seller Party, such documents as may be deemed by the
Seller Representative, in its sole discretion, to be appropriate to consummate the transactions
contemplated by this Agreement; (iii) to make decisions on behalf of the Seller Parties with
respect to the transactions and other matters contemplated by this Agreement, including
regarding (A) indemnification claims and (B) amendments to this Agreement or any other
Transaction Document; (iv) to receive funds, make payments of funds on behalf of the Seller
Parties, and give receipts for funds or to receive funds for the payment of expenses of the Seller
Parties or to deposit such funds in such accounts as the Seller Representative deems appropriate
and apply such funds in payment for such expenses; (v) to provide legal advice and to engage
attorneys, accountants and other agents at the expense of the Seller Parties; (vi) to amend this
Agreement (other than this Section VI.12) or any of the instruments to be delivered to Purchaser
by such Seller Party pursuant to this Agreement; and (vii) to give such instructions and to take
such action or refrain from taking such action, on behalf of such Seller Party, as the Seller
Representative deems, in its sole discretion, necessary or appropriate to carry out the provisions
of this Agreement, including the exercise of all rights granted to the Seller Parties under this
Agreement. Purchaser and Purchaser Indemnitees, if applicable, shall be entitled to rely
exclusively upon any notices and other acts of the Seller Representative as being legally binding
acts of each Seller Party individually and the Seller Parties collectively. The appointment and
power of attorney granted by each Seller Party to the Seller Representative shall be deemed
coupled with an interest and all authority conferred hereby shall be irrevocable whether by death
or incapacity of any such Seller Party or the occurrence of any other event or events.
(b) Limitation on Liability; Release. Each Seller Party acknowledges and

agrees that the Seller Representative shall not be liable to the Seller Parties or Purchaser for any
act done or omitted hereunder as the Seller Representative. The Seller Parties shall jointly and
severally indemnify the Seller Representative and hold it harmless against any Losses incurred
without gross negligence or bad faith on the part of the Seller Representative and arising out of
or in connection with the acceptance or administration of his duties under this Agreement and the
other Transaction Documents. Without limiting the generality or effect of the foregoing, (i) the
Seller Representative may rely, and shall be fully protected in acting, upon its good faith legal
opinion as counsel or upon the advice or opinion of any attorney, accountant or consultant
retained by the Seller Representative in connection with any matter relating to this Agreement or
the transactions contemplated hereby, (ii) the Seller Representative may rely, and shall be fully
protected in relying, upon the genuineness of any document believed by it to be genuine and to
be signed by the proper party or parties, and (iii) the Seller Representative shall not be liable for
any error in judgment in the construction of this Agreement. Each Seller Party’s obligation with
-48-
respect to the Seller Representative under this Section VI.12(b) shall survive the Closing and
continue indefinitely (and shall not merge into any instrument of conveyance or be limited in
duration by any applicable statute of limitations or otherwise).
(c) Replacement of the Seller Representative. If the Seller Representative

shall be unable or unwilling to fulfill its responsibilities hereunder, then holders of a majority of
the Shares as of immediately prior to the Closing shall, within ten days after such event, appoint
a successor representative. Any such successor shall become the “Seller Representative” for
purposes of this Agreement.
ARTICLE VII
SURVIVAL; INDEMNIFICATION
VII.1 Survival
. The representations and warranties of the Seller Parties and/or the Company (other than
the Fundamental Representations and the representations and warranties set forth in Section 4.10
(the “Tax Representation”)) or of Purchaser contained in this Agreement and any certificate
delivered pursuant hereto shall survive the Closing and continue until 11:59 p.m., Eastern time,
on the date that is 18 months from the Closing Date; provided, however, that (a) the Fundamental
Representations shall survive the Closing and continue until 11:59 p.m., Eastern time, on the
tenth anniversary of the Closing Date, and (b) the Tax Representation shall survive until the
expiration of the relevant statute of limitations, including any valid extensions and suspensions
thereof (each of the foregoing time periods, a “Survival Period”); provided further that (x) any
claim or notice given under this Article VII with respect to any representation or warranty prior
to the end of the applicable Survival Period shall be preserved until such claim is finally
resolved; and (y) any claim for a willful breach of any such representation or warranty by any
Seller Party or the Company or for any matters related to fraud or intentional misrepresentation
(whether in the operation of the Company’s business prior to Closing or in connection with the
negotiation or execution of this Agreement, the other Transaction Documents or otherwise) shall
survive the Closing and continue indefinitely. All covenants of the Parties in this Agreement and
in any other Transaction Documents shall survive the Closing indefinitely until the full
performance thereof, in accordance with their terms. The Parties agree and acknowledge that the
Survival Periods set forth herein, to the extent expressly longer than the three-year survival
period permitted by Title 10, Section 8106(a) of the [Location] Code, are expressly intended to
survive for such longer periods as permitted by Title 10, Section 8106(c) of the [Location] Code.
VII.2 Indemnification
.8
(a) Seller Indemnity. Subject to Section VII.3 and without duplication of any
right to recovery herein, from and after the Closing, each Seller Party, jointly and severally, shall
compensate, reimburse, indemnify and hold harmless Purchaser and its Affiliates, officers,
directors, shareholders, agents and other representatives (collectively, the “Purchaser
8
NTD: Specific indemnities subject to ongoing due diligence. We are currently evaluating whether to include
misclassification of independent contractors among such specific indemnities.
-49-
Indemnitees”) against and in respect of any and all Losses arising out of, resulting from or
incurred by any Purchaser Indemnitee in connection with:
(i) the breach of any representation or warranty by any Seller Party or

the Company contained in this Agreement or in any certificate delivered by or on behalf of any
Seller Party or the Company with respect thereto pursuant to this Agreement;
(ii) the breach or non-fulfillment of any covenant or other agreement

made by any Seller Party contained in this Agreement;
(iii) any and all (A) Taxes of any Seller Party, (B) Pre-Closing Taxes,
(C) Liabilities of the Company for any Taxes of another Person (1) as a result of Treasury
Regulations Section 1.1502-6 (or any corresponding provision of state, local or foreign Tax Law)
or any other Person which is or has ever been affiliated with the Company or with whom the
Company otherwise joins or has ever joined (or is or has ever been required to join) in filing any
consolidated, combined, unitary or aggregate Tax Return, prior to the Closing Date or (2) as
transferee or successor, by assumption, operation of Law, Contract or otherwise, (D) any
Liability for Taxes attributable to a breach of a representation or warranty set forth in Section
IV.10 (which, notwithstanding anything herein to the contrary, shall not be subject to any
limitation in respect of any disclosure set forth in the schedules and exhibits to this Agreement),
or (E) any Transfer Taxes that are the responsibility of the Seller Parties pursuant to Section
VI.3(e);
(iv) any and all Indebtedness or Closing Expenses of the Company or

any Seller Party arising prior to or at the Closing to the extent not taken into account in
determining Final Equity Value;
(v) any and all Liabilities arising from or related to any reorganization
or restructuring prior to or in connection with the Closing, whether by way of any merger,
consolidation, combination, asset transfer, or otherwise;
(vi) any and all claims by an equity holder or former equity holder
(whether actual or purported to have been an equity holder prior to the Closing) of the Company,
or any other Person, seeking to assert, or based upon (A) ownership or rights to ownership of or
to compensation with respect to or arising under any Shares or any other equity securities of the
Company, (B) any rights of any Seller Party, including any option, preemptive rights or rights of
notice or to vote (or any other rights that would otherwise attach to the Shares if held by any
Seller Party), (C) any rights under the Company Organizational Documents, or (D) any claim
that his, her or its Shares (or any other equity securities of the Company) were wrongfully
repurchased, cancelled, terminated or transferred by the Company or any Seller Party;
(vii) the assertion against any Purchaser Indemnitee of any Losses

relating to the business, operations or assets of the Company prior to the Closing Date or the
actions or omissions of the directors, officers, shareholders, employees or agents of the Company
prior to the Closing Date, other than Losses taken into account in determining Final Equity
Value; and
-50-
(viii) any and all Proceedings, demands, Orders, costs and other
expenses (including legal fees and expenses) incident to any of the foregoing or to the
enforcement of this Section VII.2(a).
(b) Purchaser Indemnity. Subject to Section VII.3 and without duplication of

any right to recovery herein, from and after the Closing, Purchaser shall compensate, reimburse,
indemnify and hold harmless Seller and its Affiliates, agents and other representatives
(collectively, the “Seller Indemnitees”) against and in respect of any and all Losses arising out
of, resulting from or incurred by any Seller Indemnitee in connection with:
(i) the inaccuracy or breach of any representation or warranty by

Purchaser contained in this Agreement or in any certificate delivered by or on behalf of
Purchaser with respect thereto pursuant to this Agreement;
(ii) the breach or non-fulfillment of any covenant or other agreement

made by Purchaser contained in this Agreement; and
(iii) any and all Proceedings, demands, Orders, costs and other
expenses (including legal fees and expenses) incident to any of the foregoing or to the
enforcement of this Section VII.2(b).
VII.3 Limitations to Indemnification Obligations
(a) Neither any Purchaser Indemnitee nor any Seller Indemnitee (each, an
“Indemnified Party”) shall be entitled to recover for any Losses with respect to the matters set
forth in Section VII.2(a)(i) or Section VII.2(b)(i), as applicable, until the aggregate amount of all
such Losses exceeds $75,000 (the “Threshold”), in which case the Indemnified Party shall be
entitled to indemnification for the entire amount of all such Losses; provided, however, that the
Threshold shall not apply to any indemnification obligations of the Seller Parties for any
inaccuracy or breach of any of the Fundamental Representations.
(b) No Indemnified Party shall be entitled to any indemnification pursuant to

Section VII.2(a)(i) or Section VII.2(b)(i), as applicable, for Losses in excess of the Enterprise
Value.
(c) Notwithstanding anything herein to the contrary, in no event shall the

limitations set forth in this Section VII.3 apply to any indemnification obligations of the Seller
Parties or Purchaser with respect to claims for fraud, intentional misrepresentation, willful
misconduct or willful breaches by such Party.
VII.4 Calculation and Satisfaction of Obligations
(a) For the purposes of determining the amount of Losses to which an

Indemnified Party may be entitled to recover under this Article VII and for purposes of
-51-
determining whether or not an Indemnified Party is entitled to indemnification pursuant to this
Article VII, each of the representations and warranties that contains any “Material Adverse
Effect,” “material” or similar materiality qualifications shall be read as though such
qualifications were not contained therein (other than with respect to (i) clause (x) of Section IV.9
and (ii) the use of any defined term that includes the word “Material” in the title).
(b) Each Seller Party, on the one hand, and Purchaser, on the other hand,
acknowledge and agree that the other is entitled to rely upon the representations and warranties
made by such Party in this Agreement and the other Transaction Documents and that an
Indemnified Party’s right to indemnification or other remedies based upon the representations,
warranties, covenants and agreements of the Indemnifying Party shall not be affected by any
investigation or knowledge of the Indemnified Party or any waiver by the Indemnified Party of
any condition based on the accuracy of any representation or warranty or compliance with any
covenant or agreement. Such representations and warranties and covenants and agreements shall
not be affected or deemed waived by reason of the fact that the Indemnified Party knew or
should have known that any representation or warranty might be inaccurate or that the
Indemnifying Party failed to comply with any agreement or covenant. Any investigation by an
Indemnified Party shall be for its own protection only and shall not affect or impair any right or
remedy hereunder.
(c) If any Seller Party shall become obligated to pay one or more Purchaser
Indemnitees pursuant to Section VII.2(a), such amount shall be satisfied first from the Escrow
Amount deposited with the Escrow Agent, to the extent there are funds available in the escrow
account (which available funds shall be determined based on the Escrow Amount then remaining
in the escrow account, net of any Indemnification Claims asserted against such funds). To the
extent the funds held by the Escrow Agent are insufficient or unavailable to satisfy amounts
payable to Purchaser Indemnitees pursuant to Section VII.2(a), such amount shall be satisfied, at
Purchaser’s option, by (i) a transfer by the Seller to Purchaser Parent, at the direction of
Purchaser, of a number of Parent Interests calculated by dividing (A) the amount of the
applicable Losses to which such indemnification obligation relates by (B) the per unit value of
each Parent Interest then held by Seller (it being understood that the per unit value shall equal an
amount equal to the Rollover Amount divided by the total number of Parent Interests issued to
Seller pursuant to the Rollover Agreement; or (ii) a direct payment of the amount of the
applicable Losses by such Seller Party to such Purchaser Indemnitee.
VII.5 Indemnification Procedures
(a) Each claim for which an Indemnified Party may seek indemnity under this
Article VII (each such claim, an “Indemnification Claim”) shall be brought and resolved
exclusively in accordance with this Section VII.5. The Indemnified Party shall promptly give
written notice of an Indemnification Claim (each such notice, a “Claim Notice”) to the Party
indemnifying such Indemnified Party pursuant to Section VII.2(a) or Section VII.2(b), as
applicable (the “Indemnifying Party”); provided, that in any case in which the Indemnified Party
is a Purchaser Indemnitee, the Claim Notice shall be delivered to the Seller Representative and
not to any indemnifying Owner directly. Each Claim Notice shall describe the Indemnification
-52-
Claim in reasonable detail and shall indicate the amount (estimated, if necessary and to the extent
possible) of the Loss that has been or may be suffered by the Indemnified Party. No delay in or
failure to give a Claim Notice or the giving of an incomplete or inaccurate Claim Notice pursuant
to this Section VII.5(a) shall adversely affect any of the other rights or remedies which the
Indemnified Party has under this Agreement, or alter or relieve any Indemnifying Party of its
obligation to indemnify the Indemnified Party, except and only to the extent that such delay or
failure results in actual prejudice to the Indemnifying Party. The Indemnifying Party or the
Seller Representative, as applicable, shall have 30 days after its receipt of such Claim Notice to
respond in writing to such Indemnification Claim. If the Indemnifying Party or the Seller
Representative, as applicable, does not so respond within such 30-day period, the Indemnifying
Party shall be deemed to have agreed to such claim and the Indemnifying Party’s obligation to
indemnify the Indemnified Party for the full amount of all Losses related to or resulting
therefrom.
(b) In any case in which the Indemnified Party is a Purchaser Indemnitee, the
Seller Representative shall have the right, exercisable by written notice from the Seller
Representative to the Indemnified Party within ten Business Days of receipt of a Claim Notice
which relates to Losses arising or relating to a claim brought by a third party (each, a “Third
Party Claim”), to assume and conduct the defense of any such Third Party Claim, in accordance
with the limits set forth in this Agreement, with counsel selected by the Seller Representative and
reasonably acceptable to the Indemnified Party; provided, however, that the Seller
Representative shall have the right to assume and conduct the defense of any such Third Party
Claim only through the Seller Representative and only if (i) the Seller Representative first
provides written confirmation to the Indemnified Party (in form and substance reasonably
satisfactory to the Indemnified Party) of the Indemnifying Party’s indemnification responsibility
for all Losses relating to such Third Party Claim, (ii) the defense of such Third Party Claim by
the Seller Representative does not, and will not, in the reasonable judgment of the Indemnified
Party, have a material adverse effect on the business of the Indemnified Party, (iii) the
Indemnifying Party has sufficient financial resources, in the reasonable judgment of the
Indemnified Party, to satisfy the amount of any adverse monetary judgment that is reasonably
likely to result and (iv) the Third Party Claim solely seeks (and continues to seek) monetary
damages.
(c) In any case in which the Indemnified Party is a Seller Indemnitee, the
Indemnifying Party shall have the right, exercisable by written notice to the Seller Representative
within ten Business Days of receipt of a Claim Notice which relates to a Third Party Claim, to
assume and conduct the defense of any such Third Party Claim, in accordance with the limits set
forth in this Agreement, with counsel selected by the Indemnifying Party and reasonably
acceptable to the Seller Representative; provided, however, that the Indemnifying Party shall
have the right to assume and conduct the defense of any such Third Party Claim only if (i) the
Indemnifying Party first provides written confirmation to the Seller Representative (in form and
substance reasonably satisfactory to the Seller Representative) of the Indemnifying Party’s
indemnification responsibility for all Losses relating to such Third Party Claim, (ii) the defense
of such Third Party Claim by the Indemnifying Party does not, and will not, in the reasonable
judgment of the Seller Representative, have a material adverse effect on the business of the
Indemnified Party, (iii) the Indemnifying Party has sufficient financial resources, in the
reasonable judgment of the Seller Representative, to satisfy the amount of any adverse monetary
-53-
judgment that is reasonably likely to result and (iv) the Third Party Claim solely seeks (and
continues to seek) monetary damages (the conditions set forth in clauses (i) through (iv) of this
subsection (c) and clauses (i) through (iv) of subsection (b) are collectively referred to as the
“Litigation Conditions”).
(d) If the Indemnifying Party does not assume the defense of a Third Party
Claim in accordance with Section VII.5, the Indemnified Party may continue to defend the Third
Party Claim and the costs and expenses of such defense shall be additional Losses. If the
Indemnifying Party has assumed the defense of a Third Party Claim as provided in this Section
VII.5, the Indemnifying Party shall not be liable for any legal expenses subsequently incurred by
the Indemnified Party in connection with the defense of the Third Party Claim; provided,
however, that if (A) any of the applicable Litigation Conditions cease to be met, (B) the
Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third Party
Claim or (C) the Indemnifying Party has been advised by its counsel that a reasonable likelihood
exists of a conflict of interest between the Indemnifying Party and the Indemnified Party, the
Indemnified Party may assume its own defense, and the Indemnifying Party shall be liable for all
reasonable costs or expenses paid or incurred by the Indemnified Party in connection with such
defense. The Indemnifying Party or the Indemnified Party, as the case may be, shall have the
right to participate in (but not control), at its own expense, the defense of any Third Party Claim
which the other is defending as provided in this Agreement.
(e) The Indemnifying Party, if it shall have assumed the defense of any Third
Party Claim as provided in this Agreement, shall not, without the prior written consent of the
Indemnified Party or the Seller Representative, as applicable, consent to a settlement of, or the
entry of any judgment arising from, any such Third Party Claim which (x) does not include as a
term thereof the giving by the claimant or the plaintiff to the Indemnified Party a complete,
unconditional release from all Liability in respect of such Third Party Claim, (y) grants any
injunctive or equitable relief or includes an amount to be paid by any Person other than the
Indemnifying Party, or (z) may reasonably be expected to have a material adverse effect on the
business of the Indemnified Party. The Indemnified Party shall have the right to settle any
Third-Party Claim in its sole discretion, but only to the extent the defense of such Third Party
Claim has not been assumed by the Indemnifying Party. Notwithstanding any provision herein
to the contrary, any Third Party Claims for Taxes shall be exclusively subject to Section VI.3(d)
and not this Section VII.5.
VII.6 Exclusive Remedy
. Each Party agrees that an Indemnified Party’s sole and exclusive remedy after the
Closing with respect to this Agreement shall be pursuant to the provisions set forth in this Article
VII; provided, however, that the foregoing clause of this sentence shall not be deemed a waiver
by a Party of any right to specific performance or injunctive relief or any right or remedy with
respect to a claim of fraud or intentional misrepresentation. Subject to the other limitations
contained herein, the obligations of the Seller Parties under this Article VII shall not be reduced,
offset, eliminated or subject to contribution by reason of any action or inaction by the Company
that contributed to any inaccuracy or breach giving rise to such obligation, it being understood
that the Seller Parties, not the Company, shall have the sole obligation for the indemnification
obligations under this Article VII.
-54-
VII.7 Tax Treatment of Payments
. The Parties agree to treat any payments made pursuant to this Article VII as
adjustments to the Enterprise Value to the extent permitted by applicable Law.
ARTICLE VIII
MISCELLANEOUS
VIII.1 Governing Law
. This Agreement and all claims or causes of action (whether in contract, tort or
otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation,
execution or performance of this Agreement (including any claim or cause of action based upon,
arising out of or related to any representation or warranty made in or in connection with this
Agreement or as an inducement to enter into this Agreement) shall be governed and construed in
accordance with the internal Laws of the State of [Location] applicable to contracts made and
wholly performed within such State, without regard to any applicable conflicts of law principles
that would result in the application of the Laws of any other jurisdiction.
VIII.2 Consent to Jurisdiction
. Each of the Parties irrevocably submits to the exclusive jurisdiction of the [Location]
Court of Chancery and any state appellate court therefrom within the City of Wilmington and
County of New Castle in the State of [Location] (unless the [Location] Court of Chancery shall
decide not to accept jurisdiction over a particular matter, in which case any [Location] state or
federal court within the City of Wilmington and County of New Castle in the State of [Location])
(such courts, collectively, the “[Location] Courts”), for the purposes of any Proceeding arising
out of this Agreement or the other Transaction Documents or any transaction contemplated
hereby or thereby; provided that a judgment rendered by such court may be enforced in any court
having competent jurisdiction. To the extent that service of process by mail is permitted by
applicable Law, each Party irrevocably consents to the service of process in any such Proceeding
in such courts by the mailing of such process by registered or certified mail, postage prepaid, at
its address for notices provided for herein. Nothing herein shall affect the right of any Person to
serve process in any other manner permitted by Law. Each of the Parties irrevocably and
unconditionally waives any objection to the laying of venue of any Proceeding arising out of this
Agreement or the other Transaction Documents or the transactions contemplated hereby or
thereby in any [Location] Court, and hereby further irrevocably and unconditionally waives and
agrees not to plead or claim in any such court that any such Proceeding brought in any such court
has been brought in an inconvenient forum.
VIII.3 WAIVER OF JURY TRIAL
. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE

TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER TRANSACTION DOCUMENTS AND FOR ANY
COUNTERCLAIM WITH RESPECT THERETO.
VIII.4 Specific Performance
-55-
. The Parties agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the Parties shall be entitled to seek an
injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the
terms and provisions of this Agreement in the [Location] Courts, without bond or other security
being required, this being in addition to any other remedy to which they are entitled at law or in
equity.
VIII.5 Entire Agreement; Amendments and Waivers
. This Agreement, the Seller Disclosure Schedule and the other Transaction Documents
(including the schedules and exhibits hereto and thereto) represent the entire understanding and
agreement between the Parties with respect to the subject matter hereof and thereof and can be
amended, supplemented or changed, and any provision hereof or thereof can be waived, only by
written instrument making specific reference to this Agreement or such other Transaction
Document, as applicable, signed by the Party against whom enforcement of any such
amendment, supplement, modification or waiver is sought. No action taken pursuant to this
Agreement or any other Transaction Document, including any investigation by or on behalf of
either Party, shall be deemed to constitute a waiver by the Party taking such action of compliance
with any representation, warranty, covenant or agreement contained herein. The waiver by any
Party of a breach of any provision of this Agreement shall not operate or be construed as a
further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No
failure on the part of any Party to exercise, and no delay in exercising, any right, power or
remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of
such right, power or remedy by such Party preclude any other or further exercise thereof or the
exercise of any other right, power or remedy.
VIII.6 No Third-Party Beneficiaries
. This Agreement, the Seller Disclosure Schedule and the other Transaction Documents
(including the schedules and exhibits hereto and thereto) are not intended to, and shall not,
confer upon any other Person any rights or remedies hereunder, except for Article VII, which is
for the benefit of the Indemnified Parties covered thereby, and Section VI.11, which is for the
benefit of the Releasees.
VIII.7 Notices
. All notices, requests and other communications to any Party hereunder shall be in
writing and shall be deemed given (a) when delivered if delivered in person, (b) on the third
Business Day after dispatch by registered certified mail, (c) on the next Business Day if
transmitted by national overnight courier or (d) on the date delivered if sent by email (provided
confirmation of email receipt is obtained), in each case as follows:
If to Purchaser or, following the Closing, the Company, to:
[Name]
[Address]
-56-
Attention:
Email:
With copies (which shall not constitute notice) to:
[Name]
[Address]
Attention:
Email:
If to any Seller Party, the Seller Representative, or, prior to the Closing, the
Company, to:
[●]
[●]
[●]
Attention: [●]
Email: [●]
With a copy (which shall not constitute notice) to:
[Name]
[Address]
Attention:
Email:
VIII.8 Severability
. If any term or other provision of this Agreement is determined by a court of competent

jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or public
policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in
full force and effect and shall in no way be affected, impaired or invalidated so long as the
economic and legal substance of the transactions contemplated by this Agreement is not affected
in any manner adverse to either Party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the Parties as closely as possible to
the fullest extent permitted by applicable Law in an acceptable manner to the end that the
transactions contemplated by this Agreement are fulfilled to the extent possible.
VIII.9 Assignment; Binding Effect
. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be
assigned, in whole or in part, by operation of Law or otherwise, by any of the Parties without the
prior written consent of the other Parties, except that Purchaser may assign, in its sole discretion,
-57-
any or all of its rights, interests and obligations under this Agreement to one or more of its
Affiliates, but no such assignment shall relieve Purchaser of any of its obligations hereunder.
Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of,
and be enforceable by, the Parties and their respective successors and permitted assigns. Any
purported assignment not permitted under this Section VIII.9 shall be null and void.
VIII.10Counterparts
. This Agreement may be executed in multiple counterparts, each of which will be

deemed to be an original copy of this Agreement and all of which, when taken together, will be
deemed to constitute one and the same agreement. The exchange of a fully executed Agreement
(in counterparts or otherwise) by electronic transmission in .PDF format or by facsimile shall be
sufficient to bind the Parties to the terms and conditions of this Agreement.
[Signature Page Follows]
-58-
IN WITNESS WHEREOF, each of the Parties have caused this Agreement to be duly
executed and delivered as of the date first written above.
Purchaser:
[NAME]
By:
Name:
Title:
[Signature Page to Stock Purchase Agreement]

Company:
[NAME]
By:
Name:
Title:

Seller:
[NAME]
By:
Name:
Title:
Seller Representative:
[NAME]
By:
Name:
Title:
Owners:
[Name]

SCHEDULE A
CLOSING STATEMENT
EXHIBIT A
FORM OF ROLLOVER AGREEMENT
(see attached)
EXHIBIT B
FORM OF ESCROW AGREEMENT
(see attached)

Stock Purchase Agreement

Uploaded by

Copyright:

Available Formats

Stock Purchase Agreement

Uploaded by

Document Information

Original Description:

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Stock Purchase Agreement

Uploaded by

Copyright:

Available Formats

STOCK PURCHASE AGREEMENT

STRICTLY PRIVATE AND CONFIDENTIAL DRAFT FOR DISCUSSION PURPOSES

THIS DRAFT AGREEMENT REMAINS SUBJECT TO THE COMPLETION OF

Exhibit A Form of Rollover Agreement

SELLER DISCLOSURE SCHEDULE

WHEREAS, as part of the Acquisition and pursuant to a Rollover Agreement, dated as of

NOW, THEREFORE, in consideration of the premises, covenants and representations set

I.1 Certain Definitions

. The following terms shall have the following meanings:

“Closing Expenses” means, as of immediately prior to Closing, any and all

“Company Consents” means the consents, approvals, waivers, authorizations,

“Company IT Systems” means any Technology, hardware, peripheral devices,

“Company Products” means all products and services (including Company

“Contract” means any contract, agreement, indenture, note, bond, lease,

“Enterprise Value” means $15,000,000.

“Environmental Laws” means all applicable Laws and Orders of any

“Environmental Permits” means all material Permits issued pursuant to

“ERISA” means the Employee Retirement Income Security Act of 1974, as

“Escrow Agent” means [Bank Name]

“Escrow Amount” means $[_______].

“Fundamental Representations” means the representations and warranties of each

“Governmental Authority” means any government or governmental or quasi-

“Indebtedness” means any Liability, without duplication, (i) in respect of

“IRS” means the Internal Revenue Service of the United States.

“Material Adverse Effect” means any change, effect, event, occurrence or

“Measurement Date” means [Date].

“Off-the-Shelf Licenses” means licenses for commercial, “off-the-shelf” Software

“Open Source Software” means any Software that is subject to or licensed,

“Parent Interests” means the Common Units of Purchaser Parent to be issued to

“Permits” means any approvals, authorizations, consents, licenses, permits,

“Person” means any individual, corporation, partnership, limited liability

“Personal Information” means, in addition to any definition provided by the

“Proceeding” means any suit, claim, action, litigation, application, arbitration,

“Purchaser Parent” means [Name], a [Location] limited partnership.

“Seller’s Knowledge” means the actual knowledge of either of the Owners, in

“Technology” means all Software, computer systems (other than peripheral

“Transaction Documents” means this Agreement and each of the Seller

I.2 Cross Reference Table

I.3 Interpretive Matters

(c) Exhibits/Schedules. The exhibits and schedules to this Agreement are

(e) Headings. The provision of a Table of Contents, the division of this

(f) Herein. The words such as “herein,” “hereinafter,” “hereof,” and

II.1 Purchase and Sale Transaction of Company Shares; Rollover.

II.3 Calculation of Equity Value

(a) Determination of Estimated Equity Value. Attached hereto as Schedule A

(b) Determination of Final Equity Value.

(c) Payment of Adjustment to Estimated Equity Value. At such time as the

II.4 Payments at Closing

(d) to Seller, an amount in cash equal to the Estimated Equity Value.

II.6 Deliveries of the Parties

. At or prior to the Closing:2 [PER ATTORNEY CALL, MLB TO REVISE LANGUAGE TO

(i) the Escrow Agreement, duly executed by each of Purchaser and

(ii) the Rollover Agreement, duly executed by Purchaser Parent;

(iii) evidence of the approval of this Agreement, the Transaction

(v) the payments set forth in Section 2.4(d); and

(vi) all other Transaction Document to which Purchaser or Purchaser

(i) original stock certificates evidencing all of the Shares, duly

(ii) the Escrow Agreement duly executed by Seller;