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1.	DEFINITIONS AND INTERPRETATION. PURPOSE    6

2.	PURCHASE AND SALE    6

3.	PURCHASE PRICE AND PAYMENT FOR THE SHARES    7

4.	PURCHASE PRICE AND PAYMENT FOR THE FOREIGN SHARES    8

5.	NO LEAKAGE    8

6.	COVENANTS    9

7.	CLOSING    12

8.	SELLERS’ LIABILITY REGIME    14

9.	SELLERS´ JOINT AND SEVERAL GUARANTEE    17

10.	BUYER´S JOINT AND SEVERAL GUARANTEE    18

11.	PROCEEDINGS FOR BUYER’S CLAIMS    19

12.	BUYER’S LIABILITY REGIME    22

13.	GENERAL    23

14.	GOVERNING LAW AND JURISDICTION    26

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I.	Mr. Xavier Codó Grasa, an individual of legal age and Spanish nationality, with national identity card number 38.094.043-V, domicile in Spain at Príncep de Viana, 30, 3er, 08401 Granollers, Barcelona.

II.	Mr. Josep Lladós Canet, an individual of legal age and Spanish nationality, with national identity card number 46664310R, domicile in Spain at Crta. Laurea Miro 29, Sant Feliu de Llobregat, Barcelona.

III.	Mr. Felipe Lumbreras Ruiz, an individual of legal age and Spanish nationality, with national identity card number 46564302C, domicile in Spain at C. Navas de Tolosa 324 P04 3, Barcelona.

IV.	Mr. Vicente Chapaprieta Martínez, an individual of legal age and Spanish nationality, with national identity card number 43523165N, domicile in Spain at Pssg. Fabra I Puig 446 P06 3, Barcelona.

V.	Ms. Selma Casanovas Suriol, an individual of legal age and Spanish nationality, with national identity card number 46632250A, domicile in Spain at Plza. Nova 7, Castellvi de la Marca, Barcelona.

VI.	Mr. Daniel Ponsa Mussarra, an individual of legal age and Spanish nationality, with national identity card number 39.355.286D, domicile in Spain at Carrasco i Formiguera, 8, 2on 2ona de Sant Cugat del Vallès.

VII.	Ms. Cristina Cañero Morales, an individual of legal age and Spanish nationality, with national identity card number 45487120C, domicile in Spain at Crer. Carrasco I Formiguera 8 P02 2, Sant Cugat del Valles, Barcelona.

VIII.	Mr. Josep Lluis Rodríguez del Castillo, an individual of legal age and Spanish nationality, with national identity card number 37244775R, domicile in Spain at C. Sardenya 476 P01 4, Barcelona.

IX.	Mr. Jordi López Pérez, an individual of legal age and Spanish nationality, with national identity card number 77476842P, domicile in Spain at C. Cervantes 4 P02 2, Els Hostalets de Balenya, Barcelona.

X.	Ms. Mireia Montpart Planell, an individual of legal age and Spanish nationality, with national identity card number 46647665P, domicile in Spain at C. Pio Baroja 2 P11 3, Cerdanyola del Valles, Barcelona.

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XI.	Ms. Eva Costa Montmany, an individual of legal age and Spanish nationality, with national identity card number 77312116P, domicile in Spain at Crer. Anselm Clave 8 P01 1, Tona, Barcelona; and

XII.	Nucli Inversions BCN, S.L., a limited liability company, with registered office in c/ Príncep de Viana, 30, 3er, 08401 Granollers, Barcelona, registered with the Commercial Registry of Barcelona, and holding Spanish tax identification number (N.I.F.) B66509142.

XIII.	MITEK HOLDING B.V. (the “Buyer”), a private limited liability company, with registered office in Haarlem, the Netherlands, registered with The Netherlands Chamber of Commerce, and RSIN identification number 857956516.

XIV.	MITEK SYSTEMS, INC. (the “Buyer´s Guarantor” or “Mitek”), a Delaware Corporation, with registered office in San Diego, California, registered with the Delaware Division of Corporations in the United States of America, and holding tax identification number 87-0418827.

I.	Whereas Sellers are the legal owners of the entire share capital of ICAR Vision Systems, S.L. (the “Target”), which is divided into 33,387 ordinary shares with a face value of € 1 each, numbered from 1 to 33,387, both inclusive, fully subscribed for and paid in and free and clear of all Liens (each capitalized term as defined below) (the “Shares”).

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II.

Xavier Codó Grasa owns one share in ICAR SISTEMAS INFORMÁTICOS E DE IDENTIFICAÇAO LTDA a limited liability company organized and existing in accordance with the laws of Brazil, with registered office at Avenida Brigadeiro Luis Antonio, No. 3.030, sala 121, Jardim Paulista, CEP 01402-000, in the City of São Paulo, State of São Paulo, in Brazil, registered with the Board of Trade of the State of São Paulo with NIRE 35.225.195.444 and enrolled with the Brazilian Taxpayer Registry (CNPJ/MF) under No. 13.309.503/0001-95 (the “Brazilian Subsidiary”), which is fully subscribed for and paid in and free and clear of all Liens (each capitalized term as defined below) (the “Brazilian Share”).

III.

Xavier Codó Grasa owns one share in ICAR MEXICO, BUSINESS IDENTITY INTELLIGENCE, S.A. DE C.V., a Mexican Company with registered office in Avenida Insurgentes Sur número 1763, 5to Piso, Colonia Guadalupe Inn, Delegacion Alvaro Obregon, C.P. 01020, Ciudad de Mexico, registered with the Registro Público de Comercio under instrument number 125,993 of volume 2,092 and tax identification number IMB1701319U4 (the “Mexican Subsidiary”), which is fully subscribed for and paid in and free and clear of all Liens (each capitalized term as defined below) (the “Mexican Share”).

IV.	Together the Mexican Share and the Brazilian Share shall be referred to as the “Foreign Shares”.

V.	Schedule I sets forth (a) the distribution of the Shares among Sellers and (b) the title deeds pursuant to which the Shares have been acquired by each Seller (the “Title Deeds”).

VI.

Whereas Target is a Spanish company (sociedad de responsabilidad limitada) incorporated pursuant to a public deed granted in the presence of the Notary Public of Barcelona, Ms. Berta Garcia Prieto on 21 February 2001, with the number 857 of his public records, registered with the Commercial Registry of Barcelona at Hoja B-248818, Tomo 44305, Folio 151, with registered office in Cerdanyola del Vallés, (Spain), at Parc Tecnológic del Vallés, Ronda Can Fatjó, 11, Edificio Planta 1 (08290) and holding tax identification number (C.I.F.) B62811856.

VII.	Whereas Target is the direct or indirect legal owner, free and clear of all Liens, of the shares of the companies identified on Schedule VII (each, a “Subsidiary” and collectively, the “Subsidiaries”).

VIII.	Whereas Mitek is the parent company of the Buyer.

IX.	Whereas Buyer desires to purchase, pay for and acquire from Sellers, and Sellers desire to sell and transfer to Buyer in consideration of the Purchase Price (as defined below), the Shares, in each case pursuant to the terms and subject to the conditions set forth in this Agreement.

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1.	DEFINITIONS AND INTERPRETATION. PURPOSE

1.1	Definitions and Interpretation

1.2	Purpose

2.	PURCHASE AND SALE

2.1	Purchase and sale of the Shares

2.2	Purchase and sale of the Foreign Shares

2.3	Inapplicability of restrictions on transfer

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3.	PURCHASE PRICE AND PAYMENT FOR THE SHARES

3.1	Purchase Price and Purchase Price Adjustment

(a)	subtracting the amount of the difference between the aggregate Net Working Capital of the Companies and the Net Target Working Capital of the Companies. No adjustment shall be made should the aggregate Net Working Capital be greater than the Target Net Working Capital; and

(b)	subtracting the amount of any expenses incurred by or on behalf of the Companies in relation to the transaction governed by this Agreement and the Transaction Documents including, among others, fees owed to brokers, finders, investment bankers and finance professionals.

3.2	Payment of the Initial Purchase Price

(a)	by paying in cash to Sellers’ bank accounts identified in Schedule 3.2 EUR 2,231,250;

(b)	by paying the sum of EUR 1,275,000 into the Escrow Account,

(c)	by issuing 584,291 shares of common stock, USD 0.001 par value per share of Mitek (the “Mitek Common Stock”) to Sellers distributed amongst them as set out in Schedule 3.2 (such shares, the “Mitek Shares”):

3.3	The Q4 Condition

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3.4	Earn-Out

3.5	Release of the Escrow Amount

4.	PURCHASE PRICE AND PAYMENT FOR THE FOREIGN SHARES

4.1	Purchase of the Brazilian Share

4.2	Purchase of the Mexican Share

(a)	minutes of the ordinary general shareholders' meeting of the Mexican Subsidiary: the Mexican Subsidiary’s current shareholders shall hold an ordinary general meeting authorizing the terms of this transfer.

(b)	share registry book: the transfer of the Mexican Share will be entered in the share registry book of the Mexican Subsidiary by the legal and / or statutory persons responsible for this purpose.

(c)	endorsement (endoso) of the Mexican Share: the Mexican Share will be endorsed in favor of Buyer.

5.	NO LEAKAGE

(a)	the payment of any sum (as a dividend or other distribution or a return of capital or a management charge) by any Company to such Seller or any Affiliate of such Seller;

(b)	the transfer of any asset by any Company to such Seller or any Affiliate of such Seller;

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(c)	the assumption, indemnification or incurring of any liability by any Company for the benefit of such Seller or any Affiliate of such Seller; or

(d)	the grant of a waiver by any Company in favor of such Seller in respect of any sums due to it by such Seller or any Affiliate of such Seller,

6.	COVENANTS

6.1	Compliance with Securities Laws

(a)

Seller: (i) is domiciled and has its principal place of business outside the United States; (ii) certifies that it is not a U.S. person (as defined in Regulation S) and is not acquiring the Mitek Shares for the account or benefit of any U.S. person; and (iii) at the time of receipt of any Mitek Shares, Seller or persons acting on the Seller’s behalf in connection therewith will be located outside the United States.

(b)	At the time of the offering of the Mitek Shares to Seller, the communication of Seller’s order to acquire the Mitek Shares and Seller’s execution of this Agreement, Seller or persons acting on Seller’s behalf in connection therewith were located outside the United States.

(c)

Seller has not engaged, nor is it aware that any party has engaged, and Seller will not engage or cause any third party to engage, in any directed selling efforts (as defined in Regulation S) in the United States with respect to the Mitek Shares. The Mitek shares are not being acquired as a result of any advertisement, article, notice or other communication regarding the Mitek Shares published in any newspaper, magazine or similar media or broadcast over a television or radio or presented at any seminar or any other general solicitation or general advertisement.

(d)	Seller is not a “distributor” (as defined in Regulation S) or a “dealer” (as defined in the Securities Act).

(e)	Seller has been advised and acknowledges that:

(i)	the Mitek Shares have not been, and when issued, will not be registered under the Securities Act (as defined below in Clause 6.1(j)), the securities laws of any state of the United States or the securities laws of any other country;

(ii)	in issuing and transferring the Mitek Shares to Sellers pursuant hereto, Mitek is relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Securities Act;

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(iii)	as Mitek is a “reporting issuer,” it is a condition to the availability of the Regulation S “safe harbor” that the Mitek Shares not be offered or sold in the United States or to a U.S. person until the expiration of a six-month “distribution compliance period,” as defined in Regulation S following the date any such Mitek Shares are issued; and

(iv)

prior to the expiration of the six-month “distribution compliance period” (the “Restricted Period”), the Mitek Shares may be offered and sold by the holder thereof only if: (A) such offer and sale is made in compliance with the terms of this Agreement (including the lock-up in this clause 6.1); and (B) the purchaser of the Mitek Shares (1) certifies that it is not a U.S. person and is not acquiring the Mitek Shares for the account or benefit of any U.S. person, (2) agrees to resell the Mitek Shares only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration, and (3) agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Securities Act.

(f)	Seller, or his or her adviser, has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of, and protecting his or her interests in connection with, an investment in the Mitek Shares.

(g)	Seller has been provided with the opportunity to review all relevant financial information, books, records, and other information concerning Mitek, including, but not limited to, all periodic reports filed by Mitek with the Securities and Exchange Commission pursuant to

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(h)	Seller acknowledges that Mitek shall make a notation in its stock books regarding the restrictions on transfer set forth in this Clause 6 and shall transfer such shares on the books of Mitek only to the extent consistent therewith.

(i)	In particular, Seller acknowledges that Mitek shall refuse to register any transfer of the Mitek Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration.

(j)

Seller understands and agrees that each certificate or book-entry representing the Mitek Shares, or any other securities issued in respect of the Mitek Shares upon conversion thereof upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall bear the following legend (in addition to any legend required by this Agreement or under applicable state securities laws):

(k)

Neither any Seller nor any person acting on a Seller´s behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Buyer Shares. Each Seller agrees not to cause any advertisement of the Buyer Shares to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Mitek Shares.

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6.2	Representations by Non-United States persons

6.3	Transfer of the Brazilian Share

7.	CLOSING

(a)	Transfer Deed. The Parties execute in the presence of the Notary Public a share transfer deed (the “Transfer Deed”) pursuant to which, inter alia, (i) the Parties formalize (elevar a público) this Agreement; and (ii) Sellers transfer ownership and deliver the Shares to Buyer and Buyer, in turn, acquires and receives the Shares.

(b)	Payment of the Initial Price. Buyer pays the Initial Price in accordance with Clause 3.2, including instructing its transfer agent to issue the Mitek Shares, which are subscribed to by Sellers.

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(c)	Escrow Agreement. Sellers, Buyer and Bank enter into an escrow agreement with the Target as the account holder (the “Escrow Agreement”).

(d)	Exhibition of Title Deeds. Each Seller exhibits to the Notary Public the Title Deeds in respect of the Shares being transferred by it in order for the Notary Public to reflect the transfer of the Shares thereon.

(e)	Share Registry Book. The transfer of the Shares is recorded in Target’s Share Registry Book (libro registro de socios).

(f)	Resignation of Resigning Officers. Sellers deliver to Buyer letters of resignation, duly executed by each of the Board Directors and the Secretary to the Board of the Company (each, a “Resigning Officer”), pursuant to which such persons resign from their positions on the Companies’ management bodies.

(g)	Appointment of directors and secretaries. Buyer acknowledges the resignations of the Resigning Officers and makes new appointments to fill each of the positions on the Companies’ management bodies vacated by the Resigning Officers. The acceptance of such appointments is documented and notarized simultaneously in the presence of the Notary Public.

(h)	Release of Resigning Officers from liability. Buyer releases each Resigning Officer from any and all liability related to the positions held by each such Resigning Officer with the Companies before the date hereof.

(i)	Public Deed of Deposit. The Parties deposit one of the three originals of the DVD-ROM containing copies of the Data Room Documentation and execute in the presence of the Notary Public a public deed of deposit, to which the Parties enclose the document named “Employee Information”.

(j)	Foreign Investment Forms. Buyer delivers to the Notary Public a duly completed Form D-1A to notify to the Spanish General Directorate for Trade and Investment the foreign investment effected pursuant to this Agreement.

(k)	Employment Agreements. A new employment agreements with the Target for Mr. Xavier Codó Grasa is executed.

(l)	Powers of Attorney. Xavier Codó Grasa grants a power of attorney to an individual resident in Brazil, with powers to (i) represent Xavier Codó Grasa in the transfer of the Brazilian Share, including in the execution of the relevant amendment to the articles of association of the Brazilian Subsidiary, and (ii) receive services of process on behalf of Xavier Codó Grasa in Brazil.

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8.	SELLERS’ LIABILITY REGIME

8.1	Seller Warranties

8.2	Specific Indemnities of Sellers

(a)	any breach of the representations, warranties and covenants outlined in Clause 6;

(b)	any payment due or claimed under the agreement subscribed to by the Target, Mr. Codó (owner, directly or indirectly of the majority of the share capital of the Company) and Global Equity & Corporate Consulting, S.L. (“Global”) on 2 June 2016; and

(c)	any breach by any of the Companies of its obligations (including but not limited to information and security duties) when collecting or processing personal data.

8.3	Sellers’ obligation to indemnify Buyer

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(a)	Inaccuracy of Seller Warranties: any of the Seller Warranties being false, inaccurate, misleading or untruthful in any material respect as of the date hereof other than any falsehood or inaccuracy based on, resulting from or occurring in connection with Leakages to the extent redressed pursuant to the terms of Clause 6 (an “Inaccuracy of Seller Warranties”).

(b)	Any breach or violation by Sellers to perform any covenants or obligations under this Agreement and the other Transaction Documents.

(c)	Specific Indemnities.

8.4	Disclosure to Buyer

8.5	Definition of Damages

(a)	moral or reputational damages (daños morales o de imagen);

(b)	damages which are remedied by Sellers to the satisfaction of Buyer. In this regard, Buyer undertakes to use all reasonable commercial efforts to assist, and procure the assistance of the Companies, at Sellers’ expense, in remedying such breach;

(c)	damages which have been expressly taken into account when determining the Base Purchase Price or have had any impact on the calculation of the Final Price;

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(d)	damages which were accrued for on the Last Accounts of the Companies. In this respect, in calculating the amount of any Damages suffered by Buyer, any excess of accounting provisions or reserves in the Last Accounts which are unnecessary or greater than the amount of the item in respect of which it is provided or reserved shall be deducted; and

(e)	damages which (i) have not been resolved in writing by Sellers and Buyer or (ii) are not the subject of a final and binding court resolution which declares Sellers’ obligation to indemnify Buyer therefor under this Agreement.

8.6	Monetary limits

(a)	Sellers shall not be liable for any particular Claim unless the Damages pursuant to that single Claim exceed EUR 7,500 in which case Sellers shall be liable for the full amount of such single Claim (and not just the excess over such amount).

(b)	Unless the aggregate amount of the liability of Sellers for all Claims qualifying under (a) above exceeds EUR 50,000, in which case Sellers shall be liable for the full amount of all such Claims (and not just the excess over such amount). The said amount of EUR 50,000 shall be considered as a threshold figure.

(c)

The maximum aggregate liability payable by Sellers for all Claims shall not exceed the EUR amount equal to the Initial Price (and, for these purposes, the value of the Mitek Shares shall be EUR 4,781,250) plus the Earn Out paid to the Sellers in accordance with Clause 3.3, save only that (i) Claims involving willful misconduct or fraud, (ii) Claims in respect of a Specific Indemnity, (iii) Claims in relation to any breach or violation by Sellers to perform any covenants or obligations under this Agreement and the other Transaction Documents and (iv) Claims in respect of a Fundamental Seller Warranty, will not be subject to maximum liability.

8.7	Time limits

(a)

on or prior to the date falling thirty (30) days after the end of the applicable statute of limitations in case of an employment-related Claim, a social security-related Claim, a Tax-related Claim, an administrative law-related Claim or a Claim in relation to any breach or violation by Sellers to perform any covenants or obligations under this Agreement and the other Transaction Documents, respectively;

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(b)	no time limit shall apply to Claims (i) in relation to a Fundamental Seller Warranty, or (ii) involving willful misconduct or fraud; and

(c)	for all other Inaccuracies of Seller Warranties not later than 18 months after the date hereof.

8.8	Sellers’ joint liability

8.9	Exceptions to the liability of the Sellers

(a)	The Sellers shall not be liable for any claim for Inaccuracy of Seller Warranties as a consequence of any change, amendment or modification of any applicable Law or regulation or the administrative practices of any government, administrative body, agency or regulatory body, in each case occurring after the Closing Date.

(b)

If the Sellers pay the Buyer an amount in connection with a claim for Inaccuracy of Seller Warranties and afterwards the Buyer receives from a Third Party any payment or benefit in respect of such claim, the Buyer will refund the Sellers in proportion to their stake in the share capital of the Company an amount equivalent to the value of the payment received, less the aggregate costs and expenses (including Tax) incurred by the Buyer in recovering such payment from such Third Party.

9.	SELLERS´ JOINT AND SEVERAL GUARANTEE

(i)	the suspension of any enforcement proceedings brought against Sellers will in no event affect Buyer’s right to demand payment of the obligations by the Sellers´ Guarantors;

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(ii)	if Buyer were obligated to refund any amount received from Sellers by virtue of a claw-back action affecting the latter, the Sellers´ Guarantors would be required to pay Buyer the refunded amount, together with all other amounts owed by Sellers to Buyer; and

(iii)	the ratification of a composition agreement or any other type of judicial or extra-judicial settlement with Sellers will not affect the obligations undertaken by the Sellers´ Guarantors in the Sellers´ Guarantee.

10.	BUYER´S JOINT AND SEVERAL GUARANTEE

(i)	the suspension of any enforcement proceedings brought against Buyer will in no event affect Sellers´ right to demand payment of the obligations by the Buyer´s Guarantor;

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(ii)	if Sellers were obligated to refund any amount received from Buyer by virtue of a claw-back action affecting the latter, the Buyer´s Guarantor would be required to pay Sellers the refunded amount, together with all other amounts owed by Buyer to Sellers; and

(iii)	the ratification of a composition agreement or any other type of judicial or extra-judicial settlement with Buyer will not affect the obligations undertaken by the Buyer´s Guarantor in the Buyer´s Guarantee.

11.	PROCEEDINGS FOR BUYER’S CLAIMS

11.1	General

(a)	if the Claim arises from an Inaccuracy of Seller Warranties or Specific Indemnity not related to a Third Party Claim or is based on breach or violation by Sellers to perform any covenants or obligations under this Agreement and the other Transaction Documents, as set forth in Clause 11.2; and

(b)	if the Claim is related to a Third Party Claim, as set forth in Clause 11.3.

11.2	Non-Third Party Claims

(a)	Notice of Claim. Buyer shall give notice to Sellers of any Claim which does not relate to a Third Party Claim (a “Notice of Claim”) promptly after Buyer becomes aware of such Claim and, in any case, within one-month of the date on which Buyer first becomes aware of the facts that constitute the basis of such Claim.

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(b)	Notice of Response. Within 30 Business Days following delivery of any particular Notice of Claim, Sellers shall send a notice to Buyer (the “Notice of Response”) stating whether Sellers accept the Claim or reject, totally or partially, the Claim. Any failure by Sellers to send a Notice of Response to Buyer within such period shall be deemed to constitute an acceptance by Sellers to the Claim.

(c)

Good Faith Discussions. If Sellers object to the Claim (expressly or by not sending a Notice of Response to Buyer within the period referenced in Clause 11.2(b)), the Parties shall, during the one-month period following the date of delivery of the Notice of Response (or, if no Notice of Response is sent, during the one-month period following the expiration of the period referenced in Clause 11.2(b)), conduct good faith discussions with a view to agreeing to a suitable redress mechanism.

(d)	Duty to Indemnify. The Sellers shall only be bound by a duty to indemnify (on and subject to the terms of this Agreement) the Buyer in respect of Damages for which they have accepted liability or that are confirmed in a court resolution.

(e)	Submission to the courts. If no agreement is reached during the one-month period referenced in Clause 11.2(c), Buyer may submit the dispute to the procedure set forth in Clause 14.2.

11.3	Third Party Claims

(a)

If Buyer or a Company receive notice of a Third Party Claim, Buyer will give Sellers notice of such Third Party Claim within 15 Business Days of the receipt of such notice (or within 1/3 of the statutory period to respond to any such Third Party Claim, if shorter (“Notice of Third Party Claim”). Any delay by Buyer in notifying a Claim to Sellers will not prejudice the relevant indemnification rights of Buyer, unless Damages result from or are increased by such delay and, in the case of an increase, only in respect of such increase.

(b)

The notice of Buyer shall state, (i) a copy of the Third Party Claim, (ii) copies of the relevant documentation regarding the claim, (iii) reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises, and (iv) whether the Third Party Claim is in respect of or related to a customer or supplier or otherwise is susceptible of having a major or significant impact on the reputation, goodwill or business of Buyer (including the Companies) (a “Sensitive Claim”). Such notice will include copies of all relevant notices or documents (including court papers) related to the Third Party Claim, so long as such disclosure would not be in breach of third party rights or applicable Law.

(i)	if they reject that a Damage could eventually arise from the Third Party Claim, in which case Buyer shall have the right to exercise the defense which it considers most convenient, including the acceptance or opposition to the Third Party Claim, or the settlement (provided that the settlement does not imply other undertakings for Sellers

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(ii)	if they accept that a Damage could eventually arise from the Third Party Claim which is not a Sensitive Claim, additionally indicating:

(x)	their instructions to Buyer to accept and settle the Third Party Claim and assuming full responsibility for the payment of any Damages that may arise in connection with the acceptance and settlement of the Third Party Claim, provided the settlement is made according to Sellers’ instructions; or

(y)	Sellers’ assumption and control of the right of defense against the Third Party Claim at their expense. If Sellers elect to undertake any such defense against a Third Party Claim:

(1)	Sellers shall keep Buyer duly informed of the progress thereof on a timely basis;

(2)	Sellers shall be liable to Buyer for any Damages deriving from the Third Party Claim as well as for any costs, fees amounts and expenses derived from the defense of the Third Party Claim; and

(3)

Buyer will cooperate (and will cause its Affiliates to cooperate) with Sellers in the defense undertaken by Sellers and make available to Sellers, at Sellers’ expense, reasonable access to witnesses, pertinent records, materials and information in Buyer’s possession or under Buyer’s control relating thereto as is reasonably required by Sellers for the sole purpose of obtaining information in relation to the Third Party Claim, prepare the legal defense of the Third Party Claim and will also grant the necessary powers of attorney to the representatives of Sellers.

(iii)	if Sellers accept that a Damage could eventually arise from a Sensitive Claim, additionally indicating:

(x)	their instructions to Buyer to accept and settle the Sensitive Claim, and assuming full responsibility for the payment of any Damages that may arise in connection with the acceptance and settlement of the Sensible Claim, provided the settlement is made according to Sellers’ instructions; or

(y)

their decision to participate, and, to the maximum extent permitted by Law, join (but not control), at their costs, by appointing one lawyer/counsel of their choosing, the defense of such Sensitive Claim, provided that Sellers’ right to join the defense is subject to their acknowledgement in writing to Buyer that the relevant Sensitive Claim is valid and unchallengeable and a Claim from which derives Sellers’ obligation to keep Buyer indemnified and harmless and further provided that Sellers’ right to join the defense of a Sensitive Claim will not be of prejudice to the goodwill or, otherwise, to

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(z)	Sellers’ instructions for Buyer to assume and control the defense of the Sensitive Claim, in particular, any settlement agreement with such third party shall be subject to the express written consent of Sellers (not to be unreasonably withheld or delayed).

(c)	In all cases the Person that assumes the conduct of the defense of a Third Party Claim, in conducting any Proceedings in respect of that Third Party Claim, must:

(i)	act in good faith;

(ii)	liaise with the Person from whom it assumed defense of the Third Party Claim in relation to the defense of that Third Party Claim so to keep it reasonably apprised of the status of such Third Party Claim and the defense and prosecution thereof;

(iii)	provide the Party from whom it assumed defense of the Third Party Claim with reasonable access to a copy of any notice, correspondence or other document relating to the Third Party Claim; and

(iv)	act reasonably in all the circumstances, including having regard to the likelihood of success and the effect of the Proceedings on the goodwill or reputation of the Person from whom it assumed defense of the Third Party Claim.

12.	BUYER’S LIABILITY REGIME

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13.	GENERAL

13.1	Non-Compete

(a)	to refrain from operating business activities of the Target (which consists of the creation distribution or sale of hardware, sale of licensing software or rendering of services which are intended for use in reading, authenticating and validating official ID documents, and to refrain from setting up or acquiring a stake of a company dedicated to the aforementioned activity).

(b)	to refrain from using or applying for domain names, trade names, trademarks, logos, signs or any other distinguishing mark that is identical or similar to those used by the Target; and

(c)	to keep all the Confidential Information that they may have strictly secret and to refrain from using it for their own benefit or for the benefit of third parties.

(i)	Mr. Josep Lladós Canet, Mr. Felipe Lumbreras Ruiz and Mr. Daniel Ponsa Mussarra acting within the scope of their current employment and/or directorship (respectively as at the date of this Agreement) at Centre de Visió per Computador in Barcelona and Universitat Autònoma de Barcelona (the “CVC Employees”);

(ii)	Ms. Selma Casanovas Suriol acting within the scope of her current employment at Hewlett-Packard; and

(iii)	Mr. Vicente Chapaprieta Martínez acting within the scope of his current employment at Clinical and Provincial Hospital of Barcelona,

13.2	Non-Solicitation

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13.3	Confidentiality

13.4	Press releases and announcements

13.5	Taxes and Transaction Expenses

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13.6	Assignment

13.7	Amendments

13.8	Waivers

13.9	Agent for the Sellers: Notices

13.10	Language

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13.11	Severability

13.12	Counterparts

13.13	Entire Agreement; Supremacy

14.	GOVERNING LAW AND JURISDICTION

14.1	Governing Law

14.2	Jurisdiction

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I.	Certain Defined Terms. The capitalized terms set forth and used in this Agreement which are defined below have the respective meanings ascribed to them as follows:

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II.	Additional Defined Terms

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III.	Descriptive Headings; Certain Interpretations.

(a)	The table of contents and the descriptive headings (both in the Clauses of this Agreement and in the captions of the Schedules and Annexes) are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

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(b)

Except as expressly provided for in this Agreement, or as the context otherwise requires, the following rules of interpretation apply to this Agreement: (i) references to a “company” shall be construed so as to include a company, corporation or other corporate body, wherever and however incorporated or established; (ii) a reference to one gender includes any other gender and the neuter; (iii) “or” is used in the inclusive sense (and/or) and the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation”; (iv) references to Recitals, Clauses, sub-clauses, paragraphs, sub-paragraphs and Schedules are to Recitals, Clauses, sub-clauses, paragraphs, sub-paragraphs, and Schedules to this Agreement; (v) a reference to a Law includes any amendment or modification to such Law in instances where this does not increase the liability of Sellers; (vi) references to days refer to calendar days and references to times of day refer to CET and (vii) any interval or period of time defined in terms of a specified number of days preceding or succeeding a particular event shall be determined without including in such interval or period the date on which such event occurs

(c)	The Schedules and Annexes form part of this Agreement and shall have the same force and effect as if expressly ascribed to the body of this Agreement, and any reference to this Agreement shall include the Schedules. Facts, circumstances and omissions, disclosed on any particular Schedule shall be deemed to be disclosed on all Schedules.

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1.	FINANCIAL ADJUSTMENTS

1.1	The Base Purchase Price for the Shares shall be either confirmed as the Final Price or adjusted downwards after the Closing Date, on a euro per euro basis, following the determination of the financial adjustments in accordance with this Schedule 3.1.

1.2	The financial adjustments will be equal to the amount resulting from the following formula (the “Financial Adjustments”):

(a)	the addition of (in each case where applicable):

1.	cash on hand or credited to an account with a bank or other financial institution;

2.	third party trade receivables net of bad debt provisions and short-term provisions for invoices pending receipt and accruals of income;

3.	inventories net from provisions;

4.	current accounts receivables from public administrations, including VAT receivables but excluding grant receivables;

5.	the remainder of short-term current assets recorded in the normal course of business included but not limited to prepaid expenses and other debtors;

6.	advances paid to suppliers and other creditors;

7.	working capital transitory accounts which correspond to accounts serving as a suspense account until all funds are moved to the appropriate accounts; and

8.	non-trading loans between the Companies.

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(b)	Less the addition of (in each case where applicable):

1.	third party trade payables, short-term provisions (e.g. for invoices pending receipt, for price negotiation with suppliers) and accruals of expenses;

2.	current (not overdue) accounts payable to public administrations related to social security and other taxes, excluding current payables convertible into grants;

3.	other non-trade accounts payable recorded in the normal course of business;

4.	the accrual for incurred but unbilled costs associated with third party research and development expenses;

5.	balances payable to fixed assets suppliers whether in relation to tangible or intangible assets;

6.	advance payments of customers and other debtors;

7.	employee related obligations such as accrued but unpaid salaries, bonuses, holiday pay and related employee Social Security and tax payments; and

8.	the Financial Debt of the Companies (defined as indicated below).

(a)	gross financial debt including all amounts due to financial entities (loans, credit facilities, government debt, overdrafts, factoring with and without recourse and any other financial instrument), interest and bank commissions payable to financial entities, but excluding non-current payables convertible into grants;

(b)	non-trading debts between the Companies;

(c)	any break-up fees, prepayment fees or expenses that arise on termination or repayment of such financial debts and liabilities;

(d)	long term provisions for defined benefit commitments, retirement payments and extraordinary incentives;

(e)	long term provisions related to indemnities to personnel;

(f)	overdue tax balances payable related to Taxes and social security;

(g)	overdue balances payable to employees;

(h)	any net liability of the Companies to account for any amount in respect of corporate income tax payable including those included under public administration receivable;

(i)	any dividend or other distribution of profits or assets declared but not paid;

(j)	transaction costs payable or committed to be paid by the Companies and evidenced by supporting invoices.

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1.3	The Sellers and Buyer agree that, once the Closing Statements (being the finalized versions of the Draft Closing Statements following the procedure in 2.5 below) have been agreed or determined in accordance with the provisions of this ‎Schedule 3.1:

(a)	where the Financial Adjustments are zero, no adjustment shall be made to the Base Purchase Price, which shall be considered the Final Price; and

(b)	where the Financial Adjustments is a positive figure, then:

(i)	an amount equal to the Financial Adjustments shall be released to the Buyer from the Escrow Account (in accordance with the procedure set out in the Escrow Agreement); and

(ii)

where the Financial Adjustments are greater than the balance of the Escrow Account, then the Sellers shall pay to the Buyer an amount in Euros equal to the difference between the Financial Adjustments and the Escrow Amount, within five (5) Business Days of the date on which the relevant Closing Statements are agreed or determined. Any such payment shall be made in accordance with the provisions of this Agreement.

2.	PREPARATION OF THE CLOSING STATEMENTS

2.1	Within seventy five (75) days from the date of this Agreement, the Buyer will prepare and submit to the Sellers:

(a)	a combined balance sheet and a combined profit and loss statement for the Companies as of the Reference Date,

(b)	a statement setting out the calculation of the Financial Debt of the Companies, the Net Working Capital of the Companies and the Companies’ Transaction Expenses, all in accordance with the formula, items and criteria set out in this Schedule 3.1, and

(c)	the resulting Financial Adjustments as calculated and proposed by the Buyer;

2.2	In applying the definitions set out in this Schedule and determining the treatment or characterization of the relevant item or amount or type or category of item or amount in the calculation of Draft Closing Statements and Closing Statements, the following hierarchy shall be applied:

(a)	firstly, the specific accounting treatments set out in ‎Section 3 of this ‎Schedule 3.1 (the “Specific Accounting Treatments”) shall apply;

(b)	secondly, and to the extent not dealt with in the Specific Accounting Treatments, consistent accounting principles, policies and practices used in the preparation of the Companies’ accounts (the “Accounting Principles”), shall apply (including in relation to the exercise of accounting discretion and judgment); and

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(c)	thirdly, to the extent not dealt with in either the Specific Accounting Treatments or the Accounting Principles, Spanish GAAP shall apply for combined balance sheet and combined profit and loss statement for the Companies.

2.3

The Sellers shall notify the Buyer in writing (an “Objection Notice”) within thirty (30) days after receipt whether or not it accepts the Draft Closing Statements for the purposes of this Agreement. An Objection Notice shall set out the Sellers’ reasons for such non-acceptance (with sufficient detail as reasonably required by the Buyer to understand such reasons) and specify the adjustments, which, in the Sellers’ opinion, should be made to the Draft Closing Statements in order for them to comply with the requirements of this Agreement. Except for the matters specifically set out in the Objection Notice, the Sellers shall be deemed to have agreed the Draft Closing Statements in full.

2.4

If the Sellers serve an Objection Notice in accordance with paragraph ‎2.3 the Sellers shall ensure that the Buyer and the Buyer’s accountants shall be given reasonable access to the Sellers’ and the Sellers’ accountants’ working papers relating to the adjustments proposed in the Objection Notice and any other submissions by or on behalf of the Sellers in relation to the Draft Closing Statements and (b) the Sellers and the Buyer shall use all reasonable efforts to meet and discuss the objections of the Sellers and to agree the adjustments (if any) required to be made to the Draft Closing Statements, in each case within fifteen (15) Business Days after receipt by the Buyer of the Objection Notice.

2.5

If the Sellers are satisfied with the Draft Closing Statements (either as originally submitted or after adjustments agreed between the Sellers and the Buyer pursuant to paragraph ‎2.4 above) or if the Sellers fail to give an Objection Notice within the thirty (30)-day period referred to in paragraph ‎2.3, then the Draft Closing Statements (incorporating any agreed adjustments) shall constitute the “Closing Statements” for the purposes of this Agreement.

2.6

If the Sellers and the Buyer do not reach agreement within fifteen (15) Business Days of receipt by the Buyer of the Objection Notice, then the matters in dispute may be referred (on the application of either the Sellers or the Buyer) for determination by (a) PricewaterhouseCoopers Spain or (b), if PricewaterhouseCoopers Spain (i) is at the time of its appointment the auditor of any of the Parties, or is otherwise affected by any cause for incompatibility or for questioning of its independence from the Parties, or (ii) expressly declines its appointment, or (iii) fails to accept the appointment within five (5) days from its designation, or (iv) fails to complete the assigned task within the term provided for herein, by such other independent firm of chartered accountants of international standing as the Sellers and the Buyer shall agree or, failing agreement in ten (10) days, appointed at the

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(a)	The Firm shall be instructed to decide on the disputed issues on the basis of the principles, criteria and methodology set out in this Agreement;

(b)	the Sellers and the Buyer shall each prepare a written statement within ten (10) Business Days of the Firm’s appointment on the matters in dispute which (together with the relevant supporting documents) shall be submitted to the Firm for determination and copied at the same time to the other;

(c)

following delivery of their respective submissions, the Buyer and the Sellers shall each have the opportunity to comment once only on the other’s submission by written comment delivered to the Firm not later than five (5) Business Days after receipt of the other’s submission and, thereafter, neither the Sellers nor the Buyer shall be entitled to make further statements or submissions except insofar as the Firm so requests (in which case it shall, on each occasion, give the other party (unless otherwise directed) five (5) Business Days to respond to any statements or submission so made);

(d)	the Sellers and the Buyer shall each provide (and the Buyer shall cause the Target Companies to provide) the Firm promptly with all information, assistance and access to books and records which the Firm may reasonably require;

(e)	in giving its determination, the Firm shall state what adjustments (if any) are necessary, solely for the purposes of this Agreement, to the Draft Closing Statements in respect of the matters in dispute in order to comply with the requirements of this Agreement and to determine finally the Closing Statements; and

(f)	the Firm shall act as an expert (and not as an arbitrator) in making its determination which shall, in the absence of manifest error, be final and binding on the Parties and, without prejudice to any other rights which they may respectively have under this Agreement, the Parties expressly waive, to the extent permitted by Law, any rights of recourse they may otherwise have to challenge it.

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2.7	The Sellers and the Buyer shall each be responsible for their own costs in connection with the preparation, review and agreement or determination of the Closing Statements. The fees and expenses of the Firm shall be borne equally between the Sellers and the Buyer.

2.8	When the Closing Statements have been agreed or determined in accordance with the preceding paragraphs, then the amounts shown in the Closing Statements of Financial Debt of the Companies, Net Working Capital of the Companies and Companies’ Transaction Expenses shall be final and binding for the purposes of this Agreement.

3.	SPECIFIC ACCOUNTING TREATMENTS

(a)	The Draft Closing Statements shall be prepared as of the Reference Date. Regard shall only be had to information available to the Parties up to the date that the Draft Closing Statement is delivered by the Buyer to the Sellers, as it relates to the Target Companies at the Reference Date.

(b)	The Draft Closing Statements and the Closing Statements shall be prepared in Euros. Assets and liabilities in those statements denominated in a currency other than Euros shall be converted into Euros at the average exchange rate between EUR and USD for the thirty trading days prior to the Reference Date.

(c)	The Draft Closing Statements and the Closing Statements shall be prepared on the basis that the Companies are each a going concern and shall exclude the effect of the change of control or ownership of the Companies and will not take into account the effects of any post-closing reorganization or the post-closing intentions or obligations of the Buyer.

(d)	There will be no double counting (whether positive or negative) of any item to be included in the Draft Closing Statements and the Closing Statements.

(e)	The Draft Closing Statements and the Closing Statements shall not re-appraise the value of any assets of the Companies, as a result of the change in their ownership (or any changes in the business of the Companies since the date of this Agreement following such change in ownership).

4.	SAMPLE OF CALCULATION

1.	Balance sheet of the Company as of 31 May 2017

2.	Calculation of Financial Adjustments on the basis of the balance sheet of the Company as of 31 May 2017

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(a)

Within 90 days following Target’s financial statements covering the fourth financial quarter running from 1 October to 31 December 2017, Buyer shall deliver to Sellers (i) the financial statements of Target covering the fourth financial quarter, prepared in accordance with U.S. GAAP; (ii) the result of the relevant Q4 Condition calculation, which shall be based on the financial statements of Target; and (iii) documentation supporting this estimate in reasonable detail for Sellers to independently verify the Q4 Condition, together forming the “Q4 Condition Calculation”.

(b)

Sellers shall notify Buyer in writing (an “Objection Notice”) within ten days after receipt whether or not they accept the Q4 Condition Calculation. An Objection Notice shall set out the Sellers’ reasons for such non-acceptance (with sufficient detail as reasonably required by Buyer to understand such reasons) and specify the adjustments, which, in the Sellers’ opinion, should be made to the Q4 Condition Calculation in order for it to comply with the requirements of this Agreement. Except for the matters specifically set out in the Objection Notice, Sellers shall be deemed to have agreed the Q4 Condition Calculation in full.

(c)	If Sellers serve an Objection Notice in accordance with paragraph (b) above, Sellers and Buyer shall use all reasonable efforts to meet and discuss the objections of the Sellers and to agree the adjustments (if any) required to be made to the applicable Q4 Condition Calculation.

(d)	If the Sellers are satisfied with the Q4 Condition Calculation (either as originally submitted or after adjustments agreed between Sellers and Buyer) or if Sellers fail to give an Objection Notice within the ten-day period referred to in paragraph (b) above, then the Q4 Condition Calculation (incorporating any agreed adjustments) shall be final.

(e)

If Sellers and Buyer do not reach agreement within 15 Business Days of receipt by Buyer of the Objection Notice, then the matters in dispute may be referred (on the application of either Sellers or Buyer) for determination by Ernst & Young or, if (i) is at the time of its appointment the auditor of any of the Parties, or is otherwise affected by any cause for incompatibility or for questioning of its independence from the Parties, or (ii) expressly declines its appointment, or (iii) fails to accept the appointment within five days from its designation, or (iv) fails to complete the assigned task within the term provided for herein, by KPMG or such other independent firm of chartered accountants of international standing as Sellers and Buyer shall agree or, failing agreement in ten days, appointed at the earliest convenience by the President of the Institute of Chartered Accountants in

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(i)	The Firm shall be instructed to decide on the disputed issues on the basis of the principles, criteria and methodology set out in this Agreement;

(ii)	Sellers and Buyer shall each prepare a written statement within three Business Days of the Firm’s appointment on the matters in dispute which (together with the relevant supporting documents) shall be submitted to the Firm for determination and copied at the same time to the other;

(iii)

following delivery of their respective submissions, Buyer and Sellers shall each have the opportunity to comment once only on the other’s submission by written comment delivered to the Firm not later than three Business Days after receipt of the other’s submission and, thereafter, neither Sellers nor Buyer shall be entitled to make further statements or submissions except insofar as the Firm so requests (in which case it shall, on each occasion, give the other party (unless otherwise directed) three Business Days to respond to any statements or submission so made);

(iv)	Sellers and Buyer shall each provide (and Buyer shall cause the Target to provide) the Firm promptly with all information, assistance and access to books and records which the Firm may reasonably require;

(v)	in giving its determination, the Firm shall state what adjustments (if any) are necessary, solely for the purposes of this Agreement, to the Q4 Condition Calculation in respect of the matters in dispute in order to comply with the requirements of this Agreement and to determine finally the Q4 Condition Calculation; and

(vi)	the Firm shall act as an expert (and not as an arbitrator) in making its determination which shall, in the absence of manifest error, be final and binding on the Parties and, without prejudice to any other rights which they may respectively have under this Agreement, the Parties expressly waive, to the extent permitted by Law, any rights of recourse they may otherwise have to challenge it.

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1.	EARN-OUTS

(a)	pay in cash to Sellers’ bank accounts identified in Schedule 3.2 an amount in EUR equal to up to the Relevant Percentage of the Final Price, following the completion of Target’s financial audit of the 12 months prior to September 30, 2018 (the “Year One Earn-Out”) (all measurements to be calculated in accordance with U.S. GAAP) as follows:

(i)

[…***…]% of the Year One Earn-Out shall be paid if Target’s total revenue for the 12 month period prior to September 30, 2018 is or exceeds EUR […***…]; for revenue between EUR […***…] and EUR […***…],[…***…]% of the Year One Earn-Out shall be paid and the remaining amount of cash distributed will be pro-rated in accordance with Section 2 of this Schedule 3.4; if revenue does not meet or exceed EUR […***…] then no cash shall be paid; and

(ii)	[…***…]% of the Year One Earn-Out shall be paid in accordance with the EBITDA targets and calculation guidelines contained in Section 2 of this Schedule 3.4 (the “EBITDA Targets”) for Target’s fiscal year ended September 30, 2018; and

(b)	pay in cash to Sellers’ bank accounts identified in Schedule 3.2 an amount in EUR equal to up to 12.5% of the Final Price, following the completion of Target’s financial audit of the 12 months prior to September 30, 2019 (the “Year Two Earn-Out” and together with the Year One Earn-Out, the “Earn-Outs”) (all measurements to be calculated in accordance with U.S. GAAP) as follows:

(i)

[…***…]% of the Year Two Earn-Out shall be paid if Target’s total revenue for the 12 month period prior to September 30, 2019 is or exceeds EUR […***…]; for revenue between EUR […***…] and EUR […***…],[…***…]% of the Year Two Earn-Out shall be paid and the remaining amount of cash distributed will be pro-rated in accordance with Section 2 of this Schedule 3.4; if revenue does not meet or exceed EUR […***…] then no cash shall be paid; and

(ii)	[…***…]% of the Year Two Earn-Out shall be paid in accordance with the EBITDA Targets for Target’s fiscal year ended September 30, 2019.

(i)	22.5% if the Q4 Condition is not met; or

(ii)	12.5% if the Q4 Condition is met.

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(a)

Within 90 days following Target’s financial audit for the 12 month periods prior to September 30, 2018 and September 30, 2019 respectively, Buyer shall deliver to Sellers (i) each of the audited financial statements of Target, prepared in accordance with U.S. GAAP and audited by the auditor of Buyer; (ii) the result of the relevant Earn-Out Calculation, which shall be based on the relevant audited financial statements of Target; and (iii) documentation supporting these estimates in reasonable detail for Sellers to independently verify the relevant Earn-Out Calculation.

(b)

Sellers shall notify Buyer in writing (an “Objection Notice”) within ten days after receipt whether or not they accept the Earn-Out Calculation. An Objection Notice shall set out the Sellers’ reasons for such non-acceptance (with sufficient detail as reasonably required by Buyer to understand such reasons) and specify the adjustments, which, in the Sellers’ opinion, should be made to the Earn-Out Calculation in order for it to comply with the requirements of this Agreement. Except for the matters specifically set out in the Objection Notice, Sellers shall be deemed to have agreed the Earn-Out Calculation in full.

(c)	If Sellers serve an Objection Notice in accordance with paragraph (b) above, Sellers and Buyer shall use all reasonable efforts to meet and discuss the objections of the Sellers and to agree the adjustments (if any) required to be made to the applicable Earn-Out Calculation.

(d)	If the Sellers are satisfied with the Earn-Out Calculation (either as originally submitted or after adjustments agreed between Sellers and Buyer) or if Sellers fail to give an Objection Notice within the ten-day period referred to in paragraph (b) above, then the Earn-Out Calculation (incorporating any agreed adjustments) shall be final.

(e)

If Sellers and Buyer do not reach agreement within 15 Business Days of receipt by Buyer of the Objection Notice, then the matters in dispute may be referred (on the application of either Sellers or Buyer) for determination by Ernst & Young or, if (i) is at the time of its appointment the auditor of any of the Parties, or is otherwise affected by any cause for incompatibility or for questioning of its independence from the Parties, or (ii) expressly declines its appointment, or (iii) fails to accept the appointment within five days from its designation, or (iv) fails to complete the assigned task within the term provided for herein, by KMPG or such other independent firm of chartered accountants of international standing as Sellers and Buyer shall agree or, failing agreement in ten days, appointed at the earliest convenience by the President of the Institute of Chartered Accountants in Spain (the “Firm”). The Firm shall be requested to make its decision within 20 Business Days (or such later date as Sellers, Buyer and the Firm agree in writing) of confirmation and acknowledgement by the Firm of its appointment. The following provisions shall apply once the Firm has been appointed:

(i)	The Firm shall be instructed to decide on the disputed issues on the basis of the principles, criteria and methodology set out in this Agreement;

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(ii)	Sellers and Buyer shall each prepare a written statement within three Business Days of the Firm’s appointment on the matters in dispute which (together with the relevant supporting documents) shall be submitted to the Firm for determination and copied at the same time to the other;

(iii)

following delivery of their respective submissions, Buyer and Sellers shall each have the opportunity to comment once only on the other’s submission by written comment delivered to the Firm not later than three Business Days after receipt of the other’s submission and, thereafter, neither Sellers nor Buyer shall be entitled to make further statements or submissions except insofar as the Firm so requests (in which case it shall, on each occasion, give the other party (unless otherwise directed) three Business Days to respond to any statements or submission so made);

(iv)	Sellers and Buyer shall each provide (and Buyer shall cause the Target to provide) the Firm promptly with all information, assistance and access to books and records which the Firm may reasonably require;

(v)	in giving its determination, the Firm shall state what adjustments (if any) are necessary, solely for the purposes of this Agreement, to the Earn Out Calculation in respect of the matters in dispute in order to comply with the requirements of this Agreement and to determine finally the Earn Out Calculation; and

(vi)	the Firm shall act as an expert (and not as an arbitrator) in making its determination which shall, in the absence of manifest error, be final and binding on the Parties and, without prejudice to any other rights which they may respectively have under this Agreement, the Parties expressly waive, to the extent permitted by Law, any rights of recourse they may otherwise have to challenge it.

(f)	Where Sellers are entitled to Earn-Outs in accordance with this Schedule 3.4, then the corresponding Earn-Outs shall be paid by Buyer to Seller within the 30 days following the notification in paragraph (a) above or the determination in accordance with paragraphs (b) to (e) above. Any Earn-Out payments shall be made in cash to Sellers’ bank accounts identified in Schedule 3.2.

(a)	not merge (fusión) the Target with another company or spin-off (escisión) the Target without the prior written approval of the Sellers; and

(b)	operate the Target and its Subsidiaries in Buyer’s reasonable discretion and broadly consistent with the Target’s established ordinary course of business and general past practices and with due consideration for the Target Hiring Plan set

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2.	EBITDA TARGETS AND CALCULATIONS

•	Revenue measurement is based on US GAAP revenue recognition rules.

•	Revenues recorded for Target products sold by Buyer will be counted towards the earn-out targets contained in Section 1 of this Schedule 3.4.

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•	Revenues recorded by Target for Buyer products sold by Target will also be counted towards the earn-out targets contained in Section 1 of this Schedule 3.4.

•	For revenues recognized for products that contain both Buyer and Target technology, an allocation will be made based on the relative value of the related technologies included in the product being sold. Target will be given revenue credit for the proportionate revenues recognized.

•	If Year 1 revenues exceed the maximum target of […***…] EUR, the excess amount of revenues will be counted towards the revenue target for Year 2.

•	If Year 2 revenues exceed the maximum target of […***…] EUR, there will be no additional earn-out payment for the excess revenue.

•	If the revenue for the quarter ending December 31, 2017 exceeds […***…] EUR, then […***…] EUR of the earnout will be paid into the Escrow Account to be released on the first Year anniversary date. The remainder of Year 1 earnout will be then based on the Year 1 targets.

•	EBITDA measurement is based on US GAAP financial statement results

•	The EBITDA targets does not assume the capitalization of any R&D costs. The measurement of the EBITDA achievement will assume that no R&D costs are capitalized.

•	Any intercompany allocation charges to / from Target will be excluded for the calculation of the EBITDA results

•	If Year 1 EBITDA achievement exceeds the maximum target of […***…] EUR, the excess amount will be counted towards the revenue target for Year 2.

•	If Year 2 EBITDA achievement exceeds the maximum target of […***…] EUR, there will be no additional earn-out payment for the excess EBITDA.

•	EBITDA calculation will exclude stock compensation or purchase accounting related amortization costs. For example, there will be an accounting charge related to the RSUs granted to Target key employees. The related expense will not be part of the EBITDA calculation.

•	EBITDA calculation will exclude integration related costs. Such costs need to be disclosed in advance and agreed upon between Buyer and Target.

•	No EBITDA payout if revenues are below […***…] EUR in Year 1 and […***…] EUR in Year 2.

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1.	Sellers and the Companies

1.1	Existence and capacity, authorizations, valid obligations, filings and consents of Sellers. No conflict. Insolvency

(a)

Where they are a legal entity Sellers are validly incorporated, in existence, duly registered and in good standing under the Laws of their respective jurisdiction of incorporation; (i) no bankruptcy, or insolvency proceedings have been commenced or applied for under any applicable Law, against any Seller. There are no circumstances which justify or require the institution of such proceedings or any actions seeking to void or challenge this Agreement under insolvency law; and (ii) Sellers which are legal entities are not subject to any legal cause for, nor they are in the process of, dissolution or winding-up.

(b)	Each Seller has all requisite corporate power and corporate authority to enter into each of the Transaction Documents to which it is a party and to perform its respective obligations hereunder and thereunder.

(c)	The execution, delivery and performance by each Seller of this Agreement and each of the Transaction Documents to which they are a party:

(i)	have been duly authorized by all necessary corporate action on the part of that Person and (if applicable) its shareholders;

(ii)	do not, require any consent or approval from, or the giving of any notice or making of any filings to, any Governmental Authority by Sellers or a Company; and

(iii)

do not: (1) violate any applicable Law to which such persons are subject; (2) (A) require a consent, notice or approval under, conflict with, result in a violation or breach of or constitute a default under, result in the acceleration of, or (B) Except for the Phantom Shares Plan disclosed in Folder 9.03 create in any party the right to accelerate, terminate, vary or cancel, any contract to which any of such Persons is a party; (3) (A) require a consent, notice or approval under, conflict with, result in a violation or breach of or constitute a default under, result in the acceleration of, or (B) create in any party the right to accelerate, terminate, vary or cancel, any contract to which any of such persons is a party; or (4) violate the certificate of incorporation, by-laws or other organizational documents of such Person.

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(d)

This Agreement and the Transaction Documents will constitute legal, valid and binding obligations of Sellers and will be enforceable in accordance with their respective terms and conditions, except to the extent that: (i) such enforcement may be subject to bankruptcy, insolvency, reorganization or any similar proceedings or Laws in place after the execution of this Agreement or any of the Transaction Documents, as the case may be applicable; and (ii) the remedies of specific performance arising from the breach of this Agreement and/or any of the Transaction Documents may be subject to the restrictions and limits placed at the discretion of the Governmental Authority before which any claim may be brought in the future.

(e)	As of the date hereof, no Seller nor any other third party has any rights to participate in the profits of a Company nor are there any profit participation rights or similar voting rights of any Seller or any other third party with respect to a Company.

(a)	Each of the Companies is validly incorporated, in existence, duly registered and in good standing under the Laws of its jurisdiction of incorporation. Each of the Companies has full power under its constitutional documents and/or by-laws to conduct its business as conducted at the date of this Agreement.

(b)	No bankruptcy, insolvency or judicial composition proceedings have been commenced or applied for under any applicable Law, against any of the Companies. There are no circumstances which justify or require the institution of such proceedings against the Companies or any actions seeking to void or challenge this Agreement under insolvency law.

(c)	None of the Companies has received any notice that an order has been made, petition presented or meeting convened for the winding up of a Company or for the appointment of any provisional liquidator. No Company has adopted any resolution in this regard. No events have occurred which, under applicable Laws, would be reasonably likely to justify any such actions or proceedings.

(d)

None of the Companies has received any notice concerning the appointment of a receiver (including any administrative receiver or the equivalent to a receiver or administrative receiver in the relevant jurisdiction) in respect of the whole or any material part of the property, assets and/or undertaking of the Companies. Neither Sellers nor any Company have adopted any resolution in this regard. No events have occurred which, under applicable Laws, would be reasonably likely to justify any such actions or proceedings.

(e)

None of the Companies owns any security (or right or obligation to subscribe for or purchase any securities) or the whole or any part of the undertaking or business of any other Person, other than other Company. None of the Companies has entered into any joint venture, partnership, merger or consolidation with any other Person, or taken any steps having an equivalent effect. None of the Companies is a director or controls the management of any other Person, and has assumed any

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(f)	All powers of attorney granted by the Companies have been duly registered with the relevant commercial registry.

(g)

True, current and complete copies of the by-laws, certificates of incorporation (and other comparable governing documents) of each of the Companies as in effect on the date of this Agreement have been filed with, and are available from, the relevant Companies Registry when legally required and are contained in Folders 8.07; 5.17; 4.2.12; and 22.00 of the DVD-ROM. Other than the by-laws of the Companies Disclosed there are no agreements, arrangements or understandings between Sellers or any of them and any other direct or indirect shareholder of a Company or third party in relation to the exercise of shareholders’ rights in a Company or the Shares in a Company.

(h)	Folder 5.14 of the DVD-ROM contains a complete and accurate copy of all corporate resolutions adopted by the shareholders and directors, when applicable, of each of the Companies in the last five years.

(i)	No Company is a party to any contract with any current or former director or officer of a Company

(a)

The authorized capital stock of the Companies is set out in Schedule 1. The shares listed in Schedule IV constitute the whole of the issued share capital of each of the Companies. Sellers are the sole legal and beneficial owners of the Shares as listed in Schedule IV (which includes the holders of the Shares, the number, and percentage of Shares of each Company held by each such holder) and are entitled to transfer or procure the transfer of the full ownership of the Shares and with all rights attaching to them on the date hereof in the terms of this Agreement.

(b)	All of the shares of the Companies are duly authorized, validly issued, fully paid and free of any Liens and are issued in compliance with all applicable Laws. No further shares or other equity securities in the Companies have been issued, or any right to such issuance been granted.

(c)	None of the Companies have issued share certificates in connection with their shares.

(d)

There are no outstanding (i) securities convertible into or exchangeable for the capital stock of, or equity interests in, any of the Companies, (ii) options, warrants or other rights to purchase or subscribe for capital stock of, or equity interests in, any of the Companies, or (iii) contracts or understandings of any kind requiring the issuance, transfer, repurchase, redemption, reacquisition or voting of any capital stock of, or equity interests in, any of the Companies, or any such convertible or exchangeable securities or any such options, warrants or rights, to which a Company is party or by which a Company is bound.

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(e)	There is no Person who is entitled to acquire or receive any shares or other securities of any of the Companies.

(f)	Sellers or the Companies are not a party to any stockholders agreement, voting agreement, proxy, voting trust or similar agreement with respect to their shares, and there are no other contracts restricting or otherwise relating to the transfer or voting of their shares being transferred to Buyer as contemplated by this Agreement.

(g)	There are no outstanding bonds, debentures, notes or other debt securities of the Companies.

1.4

Statutory books. The statutory registers, books of account and other records of each Company required to be kept by applicable Laws in any relevant jurisdiction (i) are up to date; (ii) will be in the possession of or at the disposal of the relevant Company at the date hereof; (iii) have been maintained in all material respects in accordance with such Laws; and (iv) comprise in all material respects complete and accurate records of all information required to be recorded.

2.	Accounts, Accounts Receivable and Inventory

(a)	Folder 3.22 and 3.39 of the DVD-ROM sets out, if applicable, in respect of a Company (i) accurate copies of the audited individual financial statements for the fiscal year 2016 of each Company, together with the report of the Company’s independent auditor thereon (collectively, the “Last Accounts or the “Accounts”).

(b)

The Last Accounts were audited and provided with an auditors’ report and were prepared in accordance with applicable Law and applicable GAAP applied on a consistent basis with past practices (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the assets, liabilities, financial position and profit or loss (as applicable) of the Companies as of the dates thereof and their consolidated results of operations and cash flows for the periods ending on 31 December 2016 (the “Date of the Last Accounts”).

(c)	Except for liabilities (i) disclosed in the Accounts, (ii) incurred in the ordinary course or pursuant to the Transaction Documents since the Date of the Last Accounts or (iii) none of the Companies has, or since Date of the Last Accounts, has incurred, any liabilities.

(d)	From 31 December 2016:

(i)	each Company has been operated in the ordinary course, being any payments made in the ordinary course of trading;

(ii)	no Company has declared, authorized, paid or made any dividend or other distribution nor has any Company reduced its paid-up share capital;

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(iii)	no Company has issued or agreed to issue any share or loan capital or other similar interest;

(iv)	there has not been any redemption or other acquisition by a Company of its securities, any spin-off, reclassification or any other change affecting it share capital or any merger, consolidation or other business combination, nor has a Company, directly or indirectly, entered into any agreement or commitment to do any of the foregoing;

(v)	no Company has been involved in any transaction which has given rise to a liability to Tax on any Company other than Tax in respect of normal trading income or receipts of the Company concerned arising from transactions entered into by it in the ordinary course; and

(vi)	no Company has suffered a material adverse change.

2.2

Accounts Receivable. All of the notes and accounts receivable of the Companies reflected on the Combined Accounts, and all of the notes and accounts receivable of the Companies that have arisen since Date of the Last Accounts, (i) are reflected on the financial statements of the Companies at a value in accordance with the applicable Spanish GAAP, (ii) arose from work actually performed in the ordinary course, (iii) are valid claims for receivables and are collectible and (iv) are not subject to any defenses, counterclaims, offsets or recoupments (except to the extent any such dispute is reflected in the reserves for doubtful accounts shown on the Accounts).

2.3	Inventory. All inventories of raw materials, work-in-process and finished goods of the Companies consists of a quantity and quality usable and saleable in the ordinary course of business.

3.	Financial Debt, State Aid And Grants

3.1

Financial Debt. As of the date hereof the Companies are not a party to any agreement in respect of (i) Financial Debt granted to any of the Companies (ii) any related interest rate swap, currency contracts, hedging instruments or other derivative instruments, sureties and letters of comfort (including off-balance sheet commitments), (iii) any other financing arrangements (including, instalment purchases and bank letters or agreements confirming lines of credit)). The Companies do not have any (or are committed to have any) Financial Debt as of the date of this Agreement.

3.2	Loans granted by Companies. None of the Companies has granted or made any loans or credit arrangements to any Person save for debts arising from commercial transactions in the ordinary course.

3.3	Guarantees. Set out in Folder 3.48 of the DVD-ROM are all documents where the Companies are guarantors (under or pursuant to a guarantee, indemnity, surety bond,

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3.4

Soft loans and grants. Each Company has correctly fulfilled the conditions and obligations set forth in any of: (i) the resolutions or documents granting the loans and grants; (ii) the contracts entered into by any Company and the public authorities related to the loans and grants; (iii) the resolutions, certificates, notifications or any other type of documents issued by the Ministry of Industry or other public authorities; and (iv) the regulations governing the loans or grants or any other regulations applicable to the loans and grants.

4.	Permits and Environmental matters

4.1	Permits and Licenses. Each Company holds all the permits, certificates, licenses, approvals and/or other authorizations or consents required under applicable Laws to conduct their respective activities as conducted at the date hereof or the ownership of their assets (collectively, “Permits”).

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4.2

Environmental matters. The Companies have at all times, and are, in compliance with all material applicable environmental Laws, and have not received any communication, whether from a Governmental Authority or other Person, alleging that a Company is not in such compliance; there are no past or present actions, conditions, activities, circumstances or occurrences that would prevent such compliance in the future.

5.	Business Assets; Insurance

5.1

Ownership. Each Company has good and valid title to, or a valid and enforceable right to use, all assets (whether tangible or intangible) used or held for use in connection with their business consistent with past practice, in each case, free and clear of all Liens. No Company has (outside the ordinary course) disposed of, or agreed to dispose of, any material asset of its business included in the Accounts.

5.2

Insurances. Folder 5.10 of DVD-ROM contains a list and brief summary of all the insurance policies covering each Company (the “Insurance Policies”), which are in full force and effect, and the Companies are up-to-date with the payment of the insurance premiums relating thereto. The Insurance Policies cover the risks which are required by Law to be covered, as well as all risks usually covered by companies engaged in similar businesses to the Companies. No Company has any outstanding claim under any Insurance Policy, and to the best of Sellers’ knowledge, there are no circumstances likely to give rise to such a claim. No Company is in default with respect to its obligations under any of the Insurance Policies (including payment obligations). No Seller, nor any of the Companies have received any notification from an insurer alleging that any Insurance Policy is cancelled, null or voidable.

5.3	The Companies either own or have a valid title to use all assets required to conduct their business in the ordinary course in the manner conducted during the 12 months prior to the date hereof.

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6.	Material Contracts

6.1	Material Contracts. None of the Companies is subject to any outstanding obligations under any of the following contracts (individually, a “Material Contract” and, collectively, the “Material Contracts”):

(a)	any contract which contains a non-competition covenant that precludes or purports to preclude a Company or its Affiliates from operating in any geographic location or from hiring the staff of its choice;

(b)	any contract relating to the formation, operation or management of any joint venture, alliance or partnership except the Contracts disclosed in the Q&A and in Folder 1.03 of the DVD-ROM ;

(c)	any contract providing any Person with a material exclusive dealing arrangement or the right of first refusal or first offer or similar type provision with respect to the disposition or acquisition of any material assets of a Company;

(d)	any contract which grants any Person “most favored nation” status;

(e)	any Contract of Material Value which is:

(i)	an agreement entered into with the customers of the Companies save for those Disclosed in Folder 5.22 of the DVD-ROM;

(ii)	a purchase or supply agreement under which the Companies acquire or are supplied with goods or services save for those Disclosed in Folder 3.14 of the DVD-ROM; or

(iii)	a contract relating to the Companies’ use or ownership of or rights in any Intellectual Property Rights (whether restricting, enabling, licensing or otherwise affecting such Intellectual Property Rights), save for documents 1.03 (“CEPHIS”) and 5.22 (“Contrato firmado Flexxible”);

(f)	any contract entered into outside the ordinary course of the Companies;

(g)	any contract which contains restrictions with respect to payment of dividends or any other distribution by any Company;

(h)	any contract governing the terms by which a Company assumes any liability to Tax (except for liabilities to Taxes to be assumed pursuant to the application of mandatory Law) of any other Person;

(i)	any contract that (i) requires a consent or approval from any third party or (ii) provides for payments by a Company or (iii) permits a third party to terminate or modify such contract, in each case as a result of the execution of this Agreement or the consummation of the Transactions contemplated by this Agreement,

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(i)	All products designed, manufactured or supplied by the Companies have complied with all required applicable Laws and with all customers’ requirements; and

(ii)

(a) there has been no Proceeding pending, or to the best of Sellers’ knowledge, threatened against a Company with respect to any product liability and (b) there has not occurred any state of facts or circumstances that would give rise to any Proceeding with respect to any products manufactured, sold or distributed by or on behalf of or in the name of or for the account of a Company, including any Proceeding on account of any express or implied warranty,

7.	Litigation

7.1

Litigation. save as Disclosed in Folder 9.14 of the DVD-ROM there is no Proceeding pending or, to the best of Sellers’ knowledge, threatened against the Companies and there are no settlement agreements or similar written agreements with any Governmental Authority and no outstanding orders, judgments, stipulations, decrees, injunctions, determinations or awards issued by any Governmental Authority against or affecting the Companies.

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8.	Property

8.1	Owned Properties. The Companies do not own, and have not owned in the past, land and/or facilities.

8.2	Leased Properties. All lease agreements over the properties of the Companies are set out in Folder 16.02 of the DVD-ROM (the “Property Lease”). With respect to each Property Lease:

(a)	such Property Lease is valid, binding and in full force and effect;

(b)	the Transaction does not require the consent of any other party to such Property Lease, will not result in a breach of or default under such Property Lease;

(c)	no Company or any other party to the Property Leases is in breach or default under such lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a breach or default thereunder or would result in the premature termination of such lease;

(d)	all rents were paid in full, there are no rent arrears under any such Property Lease; and

(e)	no Company is currently subleasing, licensing or otherwise granting any Person the right to use or occupy such leased property or any portion thereof.

9.	IPR

9.1

Folders 12.02, 12.03, 12.08, 12.12, 12.13 and 12.14, and document 1.04 “Document detailing architecture of current products” contain a complete and accurate list of all (a) patented or registered Intellectual Property Rights and pending patent applications and other applications for registration of Intellectual Property Rights which any of the Companies owns or purports to own (“Registered Intellectual Property”), (b) Company Software, (c) all licenses granted by any third party to any of the Companies with respect to any Intellectual Property Rights (other than any commercially available off-the-shelf object code software licensed for internal use only under standard terms), and (d) all licenses, covenants not to sue, or similar rights granted to any third party in any Company IP (other than non-exclusive, internal use, licenses granted to end user customers in the ordinary course of business to access Company Software pursuant to the Companies’ standard form of software license or software service agreement). All Registered Intellectual Property is subsisting. No third party has challenged the validity or enforceability of any Registered Intellectual Property. All Registered Intellectual Property is valid and enforceable, and does not incur in any cause of nullity or expiry.

9.2

Intellectual Property Rights. The Companies exclusively own all right, title and interest in and to all Company IP, free and clear of all Liens. Each Person who is or was an employee or contractor of the Companies and who is or was involved in the creation or development of any Company IP has signed a valid, enforceable agreement containing confidentiality provisions protecting the Company IP. No third party (including, but not

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9.3

The Companies own or otherwise have, and after the date hereof, the Companies will own or otherwise have all Intellectual Property Rights needed to conduct the business of the Companies as currently conducted and planned to be conducted. Neither the execution, delivery, or performance of this Agreement (or any of the ancillary agreements) nor the consummation of any of the transactions contemplated by this Agreement (or any of the ancillary agreements) will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare, (a) a loss of, or Lien on, any Company IP; (b) a breach of any license agreement listed or required to be listed on Folders 12.12, 12.13, 12.14 and 12.23 of the DVD-ROM; (c) the release, disclosure, or delivery of any Company IP, including any source code, by or to any escrow agent or other Person; or (d) the grant, assignment, or transfer to any other Person of any license or other right or interest under, to, or in any of the Company IP.

9.4

No infringement. No product or service offered, marketed, licensed, or sold by any of the Companies has infringed (directly or indirectly), misappropriated, or otherwise violated or is currently infringing, misappropriating or violating any Intellectual Property Right of any third party. None of the Companies have received a notice or claim within the past six years that it has infringed or misappropriated or is offered a license to the Intellectual Property Right of any third party or otherwise alleging that the IPR used by a Company infringes any IPR or industrial property rights of a third party or amounts to an unfair competition act, and no circumstances exist which are likely to give rise to such a notice or claim. No product or service offered, marketed, licensed, or sold by any of the Companies, nor the conduct of the business of the Companies as currently conducted and as conducted in the past, does not infringe (directly or indirectly), misappropriate, or otherwise violate, and has not infringed, misappropriated, or otherwise violated, any Intellectual Property Right of any other Person, nor amounts to an unfair competition act, and there has been no such dispute nor claim asserted or threatened against the Sellers or the Companies. To the best of the Sellers’ knowledge, no Person has infringed, misappropriated, or otherwise violated, and no third party is currently infringing, misappropriating, or otherwise violating any Company IP, and no such claims have been asserted or threatened in the past. None of the Companies have an obligation to indemnify any third party against any infringement, violation or misappropriation of any Intellectual Property Right of a third party other than to customers in the ordinary course of business.

9.5

Each of the Companies has taken all reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary information including any that the Companies hold, or purport to hold, as a trade secret. None of the Companies has any duty or obligation to deliver, license, or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of any of the Companies. No Company Software is subject to

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9.6

No Company Software (a) contains any defect or error that materially and adversely affects the use, functionality, or performance of such Company Software; or (b) fails to comply with any applicable warranty or other contractual commitment relating to the use, functionality, or performance of such Company Software. No Company Software contains any “virus” or any other code designed or intended to have, or capable of: (i) disrupting, disabling, harming, or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed; or (ii) damaging or destroying any data or file without the user’s consent. 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 of any of the Companies.

10.	Information Technology and Data Protection

10.1

All of the systems used by the Companies in connection with the operation of the business of the Companies are maintained and operated exclusively by the Companies and are not wholly or partly dependent on any facilities or means, including any electronic, mechanical or photographic process, computerized or otherwise, (except for the software being located in an external server) which are not under the exclusive ownership and control of the Companies. Each of the Companies’ computer systems, hardware and software and all programs available on and run by the computer systems, perform to their optimal capacity and no errors or defects, which have not been fully remedied, have been discovered therein. Such computer systems contain no virus or potentially harmful program codes. The Companies have complied with all written policy guidelines for all parties with access to its computer systems regarding use of its computer systems, including use of the internet and e-mail, and, to the Sellers’ knowledge, such policy guidelines have been and are being complied with.

10.2

The Companies have processed personal data (including, if applicable, personal sensitive date) in compliance with applicable Law and have complied with the registration and/or notification requirements of the relevant data protection authority as set out in Folder 11 of the DVD-ROM. In particular, the Companies are in compliance with applicable Law when, for the provision of their services, they process personal data which their clients are controllers of. The Companies have not been subject to any Proceedings by Governmental Authorities in respect of data protection Laws. No assignments of personal data are or have been carried out by the Companies out of the European Union. There have been no privacy or security breaches, breakdowns, malfunctions, data loss, failures or other material defects in the IT systems of the Companies.

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11.	Tax Matters

11.1	All liabilities of each Company for Tax measured by reference to income, profits or gains earned, accrued or received on or before the Date of the Last Accounts or arising in respect of an event occurring on or before the Date of the Last Accounts are fully provided for or (as appropriate) disclosed in the Accounts.

11.2

Each Company up to and including the date hereof, has punctually complied, and is current and up-to-date, with all formal and material Tax obligations. In particular and, among other obligations, each Company has paid in full, and has deducted or withheld all Tax which it has been obliged by Law to deduct or withhold from amounts paid by it and has properly accounted to the relevant Tax authority for all amounts of Tax so deducted or withheld, and has duly and timely filed all Tax returns to be filed with the relevant Tax authorities under applicable Law and those Tax returns were correctly prepared in all material aspects.

11.3	Carry-forward losses, and any other amounts corresponding to Taxes which are pending to be offset or refunded, have been correctly reflected and declared by the relevant Company consistent with past practice.

11.4	All statements and disclosures filed by each Company to any Tax authority were properly made in due form and time and were and remain complete and accurate in all material aspects.

11.5	No action has been carried out by any Company (including, among others, the application of any kind of Tax benefit) in respect of which any consent or clearance from any Tax authority was required without having validly obtained such consent or clearance and if that was the case, such consent or clearance remains in force.

11.6

All the transactions in which each Company has been involved have been carried out for valid business reasons and not exclusively for Tax driven reasons. No Company has carried out or been involved in simulated or faked transactions. Moreover, no Company has carried out or been involved in legal transactions which are notoriously artificial or inappropriate for the achievement of the result obtained, and that do not derive relevant legal or economic effects, different from the effects that would have been obtained had the usual or appropriate acts or transactions been carried out, other than a Tax saving.

11.7	No Company have carried out, co-operated in or induced any third party to commit acts or omissions which constitute offences, infringements or breaches of Tax Law.

11.8	No Company is liable or may be found liable for Taxes owed by another Person.

11.9	Each Company has and keeps the documentation required under the Tax Law, including the documentation required for transfer pricing purposes. In any event, each Company keeps files as required for past events or decisions for the Tax periods open to audit on the date hereof, enough to evidence the accurateness and correctness of any Tax return filed by the Company.

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12.	Employment and Social Security Matters

12.1

Employees. The document named “Employee Information” enclosed to the deed of deposit sets forth, as of 15 October 2017 the number of Employees of the Companies including a breakdown of their seniority, type of employment contract, position, and annual total gross salary (both fixed and variable and in cash and in kind). The aggregate for all Employees of total annual gross salary (both fixed and variable and in cash and in kind) and any other kind of remuneration or social benefit is correctly reflected in the Accounts. The information contained in Folder Kreston (Salaries) 5.04 is complete and correct and ‒save for variations in accordance with CBA- the seniority, type of employment contract, position, and annual total gross salary (both fixed and variable and in cash and in kind) and any other kind of remuneration or social benefit of the Employees as of the date hereof are not more onerous for the relevant employer than those Disclosed.

12.2

Applicable Laws. The Company apply the Collective Agreement of “Convenio colectivo sector de empresas de ingenieria y oficinas de Estudios técnicos” according to Law. This Collective Agreement is contained in Folder 9.21 of the DVD-ROM. Each of the Companies have complied in all material respects with applicable labor and Social Security Laws and the provisions of these collective bargaining agreements (including, among others, those relating to working time, overtime, banked hours, night hours and statutory rest periods). All the standard terms and conditions of employment applicable to the Employees of the Companies comply with all applicable Laws and relevant collective bargaining agreements.

12.3	Labor Proceedings. None of the Companies has received any notices of any outstanding labor Proceedings (including, among others, administrative Proceedings related to labor, Social Security and prevention of occupational hazards matters) with respect to the Employees of the Companies.

12.4	Employment contracts. Folder 9.21 of the DVD-ROM contains the standard employment contracts of the Employees of the Companies. The Companies have not entered into any term agreement or temporary employment agreement which could be considered or construed under applicable Laws to constitute a permanent employment agreement.

12.5	Senior executives employees: None of the Companies has entered into senior executive employment contracts, and there are no Employees who (i) could claim to be senior executives of the Companies, or (ii) would be entitled to terminate their employment contracts with the Companies as a result of the change of control of the Companies.

12.6	Payments. The Companies are up to date in the payment of the all remunerations, salaries, social benefits, Social Security contributions and other payments due to the Employees of the Companies, and have complied in all material aspects with their tax and Social Security obligations in respect of the Employees of the Companies.

12.7	Pensions of undertakings: The Companies have contracted out the pensions undertakings or insurance policies regulated in the applicable collective bargaining agreements.

12.8	Group of Companies. The Companies and any other company with which they have had a corporate link prior to the date hereof do not make up a group of companies for labor

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12.9	No Golden Parachutes. No Employee of the Companies has entered into or is beneficiary of any monetary or other benefits of any nature upon their dismissal or departure from employment in the Companies other than as required by applicable Law

12.10	Trade Unions. There are no workers or union representation in connection with the Employees of the Companies.

12.11	Health & Safety Matters. The Companies comply with applicable Laws of health and hygiene at the workplace, occupational health and safety, prevention of work-related accidents in respect of the Employees of the Companies and exposure to Hazardous Materials.

12.12	Commercial and subcontracting relationships. None of the commercial relationships set out in Folder 1.03 of the DVD ROM may be deemed to be or understood as a labor relationship or as an illegal transfer of employees and, thus, the Companies are not subject to any contingencies, claims or obligations of any kind arising from such a possible labor relationship or an illegal transfer of employees.

12.13

Suppliers and contractors. The relationships between the Companies and their respective suppliers and contractors do not entail any illegal transfer of employees or any other breach of suppliers and contractors employee’s rights. The Companies (i) have undertaken all the necessary material formalities dealing with Social Security matters necessary to avoid joint and several liability regarding the labor and Social Security duties of their suppliers and contractors; (ii) have duly checked that their suppliers and contractors are up to date in the fulfillment of their labor and Social Security obligations and are duly in compliance with health and safety at work obligations in respect of their employees; and (iii) have complied with all material formalities with respect to immigration matters.

13.	Compliance With Laws

13.1	Save as Disclosed against any of the other Representations and Warranties of Sellers, the Companies are and have been, in compliance in all material respects with all applicable Laws.

14.	Anti-Corruption

14.1	Except for those matters which, individually or in the aggregate, have not had and would not reasonably be expected to result in material liability to the Companies:

(a)

no Company, nor any director of a Company has, in connection with the Companies, itself or, to the best of Sellers’ knowledge, any of its Employees, agents, representatives, sales intermediaries, or any other third party, in each case, acting on behalf of a Company, taken any action in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or other applicable bribery Law (in each case, to the extent applicable to a Company and/

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(b)

no Company, nor any director or –to the best of Sellers’ knowledge– Employee of a Company is, or in the past has been, subject to any actual, pending, or threatened Proceedings, or made any voluntary disclosures to any Governmental Authority, involving a Company in any way relating to the FCPA or other applicable bribery Law (in each case to the extent applicable to a Company and/or its directors or –to the best of Sellers’ knowledge– Employees);

(c)	each Company has made and kept books and records, accounts and other records, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of that Company as required by the FCPA or other applicable bribery Law (in each case to the extent applicable to a Company), in all material respects;

(d)	each Company has instituted policies and procedures reasonably designed to ensure compliance with the FCPA, or other applicable bribery Law (in each case to the extent applicable to a Company and/or its directors or Employees), and maintains such policies and procedures in force; and

(e)	no director of a Company is (i) an official, officer, employee, or representative of, or any Person acting in an official capacity for or on behalf of, any Governmental Authority, (ii) a party official or candidate for political office or (iii) a company, business, enterprise or other entity owned, in whole or in part, or controlled by any Person described in (i) or (ii).

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1.	Existence and capacity

1.1

Buyer and Buyer´s Guarantor each has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party and to perform its obligations thereunder and to effect and consummate the Transactions contemplated thereby. Such Transaction Documents have been, or upon execution and delivery thereof will be, duly authorized, executed and delivered by Buyer and Buyer´s Guarantor, and constitute, or upon execution and delivery thereof will constitute, legal, valid and binding obligations of Buyer and Buyer´s Guarantor, enforceable against them in accordance with their respective terms, except to the extent that (a) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally, and (b) the remedy of specific performance or injunctive and other forms of similar relief may be subject to defenses and to the discretion of the court before which any proceeding therefore may be brought.

1.2	Buyer and Buyer´s Guarantor each (i) has not been declared insolvent or bankrupt and no action or request is pending to declare it insolvent or bankrupt, (ii) has not filed for insolvency or bankruptcy and (iii) is not insolvent, bankrupt, unable to pay its debts when and as they fall due or in the process of dissolution, liquidation, compulsory administration, recovery or suspension of payments.

2.	No conflict

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