Form 8-K

8-K — DOMO, INC.

Accession: 0001104659-26-085819

Filed: 2026-07-22

Period: 2026-07-22

CIK: 0001505952

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2620768d3_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm2620768d3_ex2-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2620768d3_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2620768d3_ex99-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2620768d3_8k.htm · Sequence: 1

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0001505952

2026-07-22

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 22, 2026

DOMO,

INC.

(Exact name of Registrant as Specified in Its

Charter)

Delaware

001-38553

27-3687433

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

802 East 1050 South

American Fork, UT 84003

84003

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (801) 899-1000

(Former Name or Former Address, if Changed

Since Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

B Common Stock, par value $0.001 per share

DOMO

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

Asset Purchase Agreement

On July 22, 2026, Domo, Inc., a Delaware

corporation (the “Company”), and Progress Software Corporation, a Delaware corporation (“Progress”), entered

into an Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which Progress has agreed to acquire

substantially all of the assets and employees, excluding the Company’s net operating loss (“NOL”) carryforwards,

and assume certain liabilities of, the Company used in the operation of its business of providing software platforms,

applications, tools and related technologies for business intelligence, data visualization, reporting and dashboarding, data

integration and analytics, embedded and distributed analytics, workflow and process automation, AI-powered data products and AI

agents, and data governance and data management, in each case delivered on a cloud-based, hosted, on premises or hybrid basis to

enterprise, commercial and governmental customers (the “AI and Data Platform Business”). The transactions contemplated

by the Purchase Agreement are collectively referred to as the “Transactions”.

The Company’s board of directors unanimously

(i) determined that the Purchase Agreement and the Transactions are fair to, and in the best interests of, the Company and its stockholders,

(ii) approved and declared advisable the execution, delivery and performance of the Purchase Agreement and the consummation of the Transactions,

(iii) directed that the Purchase Agreement and the Transactions be submitted to the Majority Stockholders (as defined below) for approval

by written consent in lieu of a meeting in accordance with Section 228 of the General Corporation Law of the State of Delaware, as amended,

Article VIII Section 5 of the Amended and Restated Certificate of Incorporation of the Company, Section 2.10 of the Bylaws of the Company,

and (iv) resolved to recommend that the Company’s stockholders approve this Agreement and the Transactions.

Following execution of the Purchase

Agreement, on July 22, 2026, the Majority Stockholders (as defined below) executed a stockholder written consent (the “Written

Consent”) approving and adopting the Purchase Agreement and approving the Transactions. No further approval of the

stockholders of the Company is required to approve the Purchase Agreement and the Transactions.

At the closing of the Transactions (the “Closing”),

Progress will acquire the AI and Data Platform Business for an aggregate purchase price of approximately

$400 million, subject to (i) a downward adjustment equal to the amount by which the cash acquired by Progress at Closing is less

than $25 million and (ii) an adjustment for indebtedness of the AI and Data Platform Business or the purchased assets that remains

outstanding and is not repaid at or prior to the Closing (the “Purchase Price”).

The Company does not intend to liquidate following

the Closing. The Company’s board of directors will evaluate alternatives for the use of cash proceeds from the Transactions. Those

alternatives are currently expected to include using such cash proceeds to fund, at least in part, the acquisition of assets that will

allow the Company to potentially derive a benefit from the NOLs and certain other tax attributes, which will be retained by the Company

as described below.

The Purchase Agreement provides that the Company

will retain the Company’s NOLs and certain other tax attributes.

Also on July 22, 2026, in light of the significance of the NOLs to the Company following the completion of the Transactions, the

Company’s board of directors adopted a Tax Benefits Preservation Plan in order to protect against a possible limitation on the Company’s

ability to use the Company’s NOLs and certain other tax attributes to reduce potential future U.S. federal income tax obligations.

The terms of the Tax Benefits Preservation Plan are disclosed in a separate Current Report on Form 8-K filed by the Company with the Securities

and Exchange Commission (the “SEC”) on the date hereof.

Additionally, the Purchase Agreement provides

for customary “no-shop” restrictions under which the Company has agreed, subject to certain exceptions with respect to unsolicited

bids, not to directly or indirectly solicit competing proposals or to enter into discussions concerning, or provide confidential information

in connection with, any unsolicited competing proposals. The Company has also agreed to cease all existing discussions with third parties

regarding any competing proposals. Notwithstanding the “no-shop” restrictions described above, prior to receipt of the Written

Consent and subject to the satisfaction of certain other conditions and under certain circumstances specified in the Purchase Agreement,

the Company’s board of directors had the right to terminate the Purchase Agreement to enter into a definitive agreement for a superior

proposal and the Company’s board of directors had the right to change its recommendation in favor of the Transactions.

Each of Progress and the Company have made customary

representations, warranties and covenants in connection with the Transactions. The obligations of Progress and the Company to consummate

the Transactions are subject to the satisfaction or waiver of certain customary conditions, including, among other things, the expiration

or termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and the filing

with the SEC of an information statement relating to the approval of the Transactions by a requisite majority of stockholders of the Company.

There is no financing condition to consummate the Transactions. The Purchase Agreement also provides each of Progress and the Company

with customary termination rights.

The Company will be required to pay Progress a

termination fee equal to $13.5 million (the “Termination Fee”) if the following circumstances are met: (i) the Company terminates

the Purchase Agreement due to the Closing not occurring by November 30, 2026 at a time when Progress could have terminated the Purchase

Agreement due to the Company’s breach of any of its representations, warranties, covenants or agreements under the Purchase Agreement

in a manner that would result in the failure of a closing condition and its failure to cure such breach within the period specified in

the Purchase Agreement; (ii) after the date of the Purchase Agreement but on or before the date of any such termination, a competing proposal

is announced or disclosed and not withdrawn; and (iii) within eighteen months after the date of such termination, the Company enters into

a definitive agreement with respect to such competing proposal (or publicly approves or recommends that the Company’s stockholders

or otherwise does not oppose, in the case of a tender or exchange offer, such competing proposal) or the Company consummates such competing

proposal. The Company will also be required to pay Progress the Termination Fee if the Purchase Agreement is validly terminated by Progress

due to any of the following: (i) the Forbearance Agreement (as defined in the Purchase Agreement) has terminated, expired or otherwise

ceased to be in full force and effect (without a replacement or extension on terms reasonably acceptable to Progress then in effect),

or any forbearance or waiver granted thereunder has ceased to apply; (ii) the administrative agent, the collateral agent or any lender

under the Company’s credit agreement has accelerated, or declared due and payable prior to its stated maturity, any indebtedness

under the Company’s credit agreement and commences the exercise of any enforcement or other remedies (including foreclosure upon

or taking possession of any collateral) against the Company, any Transferred Subsidiary, any Purchased Asset or any asset of any Transferred

Subsidiary (each as defined in the Purchase Agreement); (iii) any Event of Default (as defined in the Credit Agreement) has occurred and

is continuing that is not subject to forbearance under the Forbearance Agreement; (iv) at any time following delivery of the Written Consent,

the approval of the Company’s stockholders (or the Written Consent evidencing the same) has been amended, modified, rescinded, revoked,

withdrawn or invalidated; and (v) the Company has breached any of its representations, warranties, covenants or agreements under the Purchase

Agreement in a manner that would result in the failure of a closing condition and has not cured within the period specified in the Purchase

Agreement and a Material Adverse Effect (as defined in the Purchase Agreement) has occurred and is continuing at such time. The Company

would have been required to pay Progress the Termination Fee if the Purchase Agreement had been validly terminated (i) by Progress if

the Majority Stockholders had failed to deliver the Written Consent within the period specified in the Purchase Agreement or if, prior

to Progress’s receipt of the Written Consent, the Company’s board of directors had changed its recommendation in favor of

the Transactions; or (ii) by the Company, if, prior to Progress’s receipt of the Written Consent and subject to other conditions

specified in the Purchase Agreement, the Company had terminated the Purchase Agreement to enter into a definitive agreement for a superior

proposal.

The foregoing descriptions of the Purchase Agreement

and the Transactions do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement, a copy

of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.

The Purchase Agreement contains representations

and warranties that the parties made to each other as of specific dates. The assertions embodied in those representations and warranties

were made solely for purposes of the Purchase Agreement and may be subject to important qualifications and limitations agreed to by the

parties in connection with negotiating the terms of the Purchase Agreement. In addition, such representations and warranties: (i) may

not be accurate or complete as of any specified date; (ii) are modified and qualified in important part by the underlying disclosure schedules;

(iii) may be subject to a contractual standard of materiality different from those generally applicable to investors; or (iv) may have

been used for the purpose of allocating risk among the parties to the Purchase Agreement, rather than establishing matters as facts. Moreover,

information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which

subsequent information may or may not be fully reflected in the Company’s public disclosures. For the foregoing reasons, the representations

and warranties should not be relied upon as statements of factual information.

Voting and Support Agreement

Concurrently with the execution and delivery of

the Purchase Agreement, Progress entered into a Voting and Support Agreement (the “Support Agreement”) with stockholders of

the Company holding sufficient voting power to approve the Transactions under applicable law and the Company’s organizational documents

(such stockholders, the “Majority Stockholders”), pursuant to which the Majority Stockholders agreed, among other things,

to execute and deliver a written consent approving and adopting the Purchase Agreement and the Transactions and to comply with certain

transfer and other restrictions with respect to their shares of the Company’s common stock, in each case subject to the terms and

conditions of the Support Agreement.

Item 7.01 Regulation FD Disclosure.

On July 22, 2026, the Company issued a press

release announcing its entry into the Purchase Agreement and other matters. A copy of the press release is attached hereto as Exhibit

99.2 and incorporated herein by reference into this Item 7.01.

The information in this Item 7.01 (including Exhibit

99.2) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference

in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set

forth by specific reference in such a filing.

Important Information for Stockholders

The Company will prepare an information statement

on Schedule 14C for its stockholders with respect to the approval of the Transactions. When completed, the information statement will

be mailed to the Company’s stockholders. The Company may be filing other documents with the SEC as well. Stockholders will be able

to obtain free copies of these documents (if and when available) and other documents filed with the SEC by the Company through the website

maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free

of charge on the Company’s internet website at https://domoinvestors.com or by contacting the Company’s Investor Relations

by phone at (801) 899-1000.

Forward-Looking Statements

This Current Report on Form 8-K contains statements

that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section

21E of the Exchange Act. The Company has identified some of these forward-looking statements with words like “believe,” “may,”

“could,” “would,” “might,” “should,” “expect,” “intend,” “plan,”

“target,” “anticipate” and “continue,” the negative of these words, other terms of similar meaning

or the use of future dates. Forward-looking statements in this Current Report include, but are not limited to, statements regarding the

Company’s ability to consummate the Transactions. Risks, uncertainties and other important factors that could cause actual results

to differ from those expressed or implied in the forward-looking statements include: the Company’s ability to close the Transactions,

the expected time of closing or the expected benefits therefrom; uncertainties as to the effects of disruption from the pending disposition

of the AI and Data Platform Business making it more difficult to maintain relationships with employees, licensees, other business partners

or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of Progress’

or the Company’s control; transaction costs; actual or contingent liabilities; uncertainties as to whether tax benefits will be

realized. For further information regarding risks and uncertainties associated with the Company’s business, please refer to the

Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended

January 31, 2026, and its Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2026. The Company undertakes no obligation

to update any forward-looking statements, which speak only as of the date of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

2.1

Asset Purchase Agreement, dated July

22, 2026, by and between Domo, Inc. and Progress Software Corporation.*

99.1

Voting and Support Agreement, by

and among Cocolalla, LLC, Joshua James and Progress Software Corporation*

99.2

Press Release issued by Domo, Inc., dated July 22, 2026

104

Cover Page Interactive Data File (embedded within the Inline

XBRL document).

* Schedules and exhibits to this agreement

have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules and exhibits

to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DOMO, INC.

July 22, 2026

/s/ Tod Crane

Name:

Tod Crane

Title:

Chief Financial Officer

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2620768d3_ex2-1.htm · Sequence: 2

Exhibit 2.1

ASSET PURCHASE AGREEMENT

by and between

PROGRESS SOFTWARE

CORPORATION,

as Buyer,

and

DOMO, INC.,

as Seller,

Dated as of July 22,

2026

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

Section 1.1

Definitions

ARTICLE II PURCHASE AND SALE OF PURCHASED ASSETS

Section 2.1

Purchase and Sale of Purchased Assets

Section 2.2

Excluded Assets

Section 2.3

Transfer and Assumption of Assumed Liabilities

Section 2.4

Excluded Liabilities

Section 2.5

Purchase Price; Purchase Price Adjustments.

Section 2.6

Purchase Price Allocation.

Section 2.7

Consents from Third Parties.

Section 2.8

Withholding

ARTICLE III THE CLOSING

Section 3.1

The Closing

Section 3.2

Closing Transactions; Deliverables

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER

Section 4.1

Organization and Qualification; Seller Capitalization;

Subsidiaries.

Section 4.2

Corporate Authority; Board Recommendation.

Section 4.3

No Conflict; Filings and Consents.

Section 4.4

SEC Filings; Financial Statements.

Section 4.5

No Undisclosed Liabilities; Indebtedness.

Section 4.6

Material Contracts.

Section 4.7

Sufficiency of Assets

Section 4.8

Real Property.

Section 4.9

Title to Purchased Assets

Section 4.10

Litigation

Section 4.11

Labor Matters.

Section 4.12

Employee Benefit Plans.

Section 4.13

Intellectual Property.

Section 4.14

Data Protection and Privacy.

Section 4.15

Taxes.

Section 4.16

Environmental Matters.

Section 4.17

Insurance

Section 4.18

Brokers

Section 4.19

Customers

Section 4.20

Suppliers

Section 4.21

Compliance with Laws.

Section 4.22

Transactions with Affiliates or Related Persons

Section 4.23

Certain Business Practices.

Section 4.24

Absence of Certain Developments

Section 4.25

Continued Solvency

Section 4.26

Information Supplied

Section 4.27

Bank Accounts

Section 4.28

Government Contracts

Section 4.29

No Other Representations and Warranties

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BUYER

Section 5.1

Organization and Qualification

Section 5.2

Authority

Section 5.3

No Conflict; Required Filings and Consents.

Section 5.4

Litigation

Section 5.5

Brokers

Section 5.6

Funds

Section 5.7

Solvency

Section 5.8

Information Supplied

Section 5.9

Acknowledgement of No Other Representations or Warranties

ARTICLE VI COVENANTS AND ADDITIONAL AGREEMENTS

Section 6.1

Conduct of Business Pending the Closing.

Section 6.2

Written Consent; Information Statement.

Section 6.3

Access to Information; Customer Contacts; Confidentiality;

Cooperation in Litigation.

Section 6.4

Notification of Certain Matters; Transaction Litigation

Section 6.5

Consents and Approvals.

Section 6.6

Further Assurances

Section 6.7

Public Announcements

Section 6.8

Employees and Employee Benefits.

Section 6.9

Bulk Transfer Laws

Section 6.10

Non-Solicitation.

Section 6.11

Name Changes

Section 6.12

Further Agreements.

Section 6.13

Insurance

Section 6.14

Credit Support Cooperation

Section 6.15

Restrictive Covenants

Section 6.16

Software Code

Section 6.17

Post-Closing Deliveries

Section 6.18

Termination of Affiliate Arrangements; Contracts

Section 6.19

Release

Section 6.20

Financial Statement Preparation; Scope of Delivery

Section 6.21

Landlord Consent

ARTICLE VII TAX MATTERS

Section 7.1

Section 338 Elections

Section 7.2

Transfer Taxes

Section 7.3

Cooperation

Section 7.4

Tax Returns; Tax Contests and Tax Covenants.

ARTICLE VIII CONDITIONS TO CLOSING

Section 8.1

Conditions to Each Party’s Obligation

Section 8.2

Conditions to Obligations of the Buyer

Section 8.3

Conditions to Obligations of the Seller

100

ARTICLE IX TERMINATION

101

Section 9.1

Termination

101

Section 9.2

Effect of Termination

104

Section 9.3

Expenses and Other Payments.

104

ARTICLE X INDEMNIFICATION

106

Section 10.1

Survival

106

Section 10.2

Indemnification.

106

Section 10.3

Claims Procedures

107

Section 10.4

Third Party Claims.

108

Section 10.5

Tax Treatment of Indemnity Payment

109

Section 10.6

Determination of Losses.

109

Section 10.7

Payments

110

ARTICLE XI GENERAL PROVISIONS

110

Section 11.1

Amendment; Waiver

110

Section 11.2

Notices

110

Section 11.3

Severability

111

Section 11.4

Entire Agreement; Third-Party Beneficiaries

111

Section 11.5

Assignment

111

Section 11.6

Specific Performance

112

Section 11.7

Governing Law; Venue; Waiver of Jury Trial.

112

Section 11.8

Affiliate Liability

114

Section 11.9

General Interpretation.

114

Section 11.10

Captions

115

Section 11.11

Counterparts

115

Section 11.12

Waiver of Conflicts

116

iii

EXHIBITS

Exhibit A

Definitions

Exhibit B

Purchase Price Allocation Methodology

Exhibit C

Form of Bill of Sale and

Assignment and Assumption Agreement

Exhibit D

Form of IP Assignment Agreement

Exhibit E

Form of Restrictive Covenant

Agreement

Exhibit F

Form of Written Consent

SCHEDULES

Schedule I

Knowledge of the

Seller

Schedule II

Transferred Subsidiaries

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT

(this “Agreement”) is made as of July 22, 2026 by and between Domo, Inc., a Delaware corporation (the “Seller”),

and Progress Software Corporation, a Delaware corporation (the “Buyer”).

WHEREAS, the Seller and its

Subsidiaries are engaged in the Business;

WHEREAS, upon the terms and

subject to the conditions set forth herein, the Seller desires to sell and transfer to the Buyer, and the Buyer desires to acquire from

the Seller, the Purchased Assets;

WHEREAS, in connection with

the acquisition of the Purchased Assets by the Buyer, and upon the terms and subject to the conditions set forth herein, the Buyer desires

to assume from the Seller all responsibilities, duties, liabilities and obligations of the Seller constituting Assumed Liabilities hereunder;

WHEREAS, as of the date hereof,

the Seller Board has unanimously (a) determined that this Agreement and the Transactions are fair to, and in the best interests of,

the Seller and its stockholders, (b) approved and declared advisable the execution, delivery and performance of this Agreement and

the consummation of the Transactions, (c) directed that this Agreement and the Transactions be submitted to the Majority Stockholders

for approval by Written Consent in lieu of a meeting in accordance with Section 228 of the DGCL, Article VIII Section 5

of the Seller Charter and Section 2.10 of the Seller Bylaws, and (d) resolved to recommend that the Majority Stockholders, on

behalf of the Seller’s stockholders, approve this Agreement and the Transactions;

WHEREAS, concurrently with the

execution and delivery of this Agreement, and as a condition and inducement to the Buyer’s willingness to enter into this Agreement

and to consummate the Transactions, the Majority Stockholders, in their capacity as stockholders of the Seller, are executing and delivering

a Voting and Support Agreement in favor of the Buyer (the “Support Agreement”); and

WHEREAS, as of the date hereof,

the board of directors of the Buyer (the “Buyer Board”) has unanimously approved the execution, delivery and performance

of this Agreement and the Transactions.

NOW, THEREFORE, in consideration

of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereto

hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1           Definitions.

As used in this Agreement, the capitalized terms have the respective meanings ascribed to such terms in Exhibit A or as otherwise

defined elsewhere in this Agreement.

ARTICLE II

PURCHASE AND SALE OF PURCHASED ASSETS

Section 2.1           Purchase

and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, upon the Closing, the Buyer hereby

agrees to purchase from the Seller, and the Seller hereby agrees to sell, convey, transfer, assign and deliver to the Buyer, free and

clear of all Liens (other than the Permitted Liens), all of the Seller’s right, title and interest in, to and under all of the

assets of the Seller, other than the Excluded Assets (the “Purchased Assets”), wherever located, whether real, personal

or mixed, tangible or intangible, as the same shall exist as of the Closing, including, without duplication, (x) the Transferred

Subsidiaries (including, for the avoidance of doubt, the indirect transfer of all of the assets held by a Transferred Subsidiary as of

immediately prior to the Closing, unless expressly included in the list of Excluded Assets), and (y) the following assets and properties:

(a)            all

equity interests of each of the Transferred Subsidiaries (the “Purchased Shares”) and the corporate seals, Organizational

Documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporation organization for

each of the Transferred Subsidiaries;

(b)            all

Cash Equivalents of the Seller and each of its Subsidiaries (including, for the avoidance of doubt, the Excluded Subsidiaries);

Seller’s interests in the real property leases listed on Section 2.1(c) of the Disclosure Schedule (the “Transferred

Leased Real Property”), together with all buildings, structures, installations, fixtures, trade fixtures, building equipment

and other improvements owned by the Seller located on or attached to the Transferred Leased Real Property;

(d)            all

fixed assets and tangible personal property owned by or otherwise in the control of the Seller, including (i) all furniture, fixtures,

machinery, equipment, supplies, computer hardware and Software, and (ii) all other fixed assets and tangible personal property used

in or related to the Business (collectively, the “Tangible Personal Property”), except the Tangible Personal Property

listed on Section 2.2(k) of the Disclosure Schedule;

(e)            all

Transferred Intellectual Property and goodwill associated therewith, and all rights to sue for past, present and future infringements

thereof, including the right to receive proceeds and damages therefrom, including the Registered Intellectual Property listed in Section 4.13(a) of

the Disclosure Schedule identified as owned (or purported to be owned) by the Seller;

(f)            all

data, databases, data sets, data files and other collections of data or rights in data owned by the Seller or licensed under Assumed

Contracts, including all Business Data, and all rights in, to and under any of the foregoing (including all rights to access, use, store,

process, exploit and disclose the same), in each case to the extent transferable and subject to applicable Law;

(g)            all

of the Seller’s Contracts and its and their rights thereunder (the “Assumed Contracts”), expressly excluding

the Contracts set forth in Section 2.2(c) of the Disclosure Schedule;

(h)            all

of the Seller’s accounts, billed and unbilled receivables and other amounts due to the Seller;

(i)            all

of the Seller’s claims, deposits, prepaid expenses, advance payments, causes of action, choses in action, rights of recovery, rights

of set-off and rights of recoupment, except to the extent in respect of any Excluded Asset;

(j)            all

of the Seller’s rights under warranties, indemnities and all similar rights against third parties related to any Purchased Asset,

any Transferred Subsidiary or any Assumed Liability;

(k)            all

of the Seller’s franchises, approvals, permits, licenses, orders, registrations, certificates, variances and similar rights obtained

from a Governmental Entity, including those listed in Section 4.21(b) of the Disclosure Schedule, to the extent transferable;

(l)            all

of the Seller’s books, records, supplier lists, customer lists, customer files and records, business forms, creative materials,

advertising and promotional materials and other printed or written materials associated with the Business (subject, in the case of personnel

records, to any required consent by Employees, it being understood that the Seller and the Buyer shall cooperate in good faith and use

their respective reasonable best efforts to obtain such consent on or prior to the Closing Date);

(m)            all

of the Seller’s goodwill associated with the Business and the Purchased Assets; and

(n)            all

of the Benefit Plans, other than those Benefit Plans that either (i) are maintained by Seller or any Subsidiary (excluding, for

the avoidance of doubt, any Transferred Subsidiary), including, without limitation, the Seller Equity Plans, the Seller ESPP and the

Seller Equity Awards, or (ii) are terminated pursuant to Section 3.2(c)(xii), in either instance, including any assets

related thereto, whether or not held in trust (such Benefit Plans, excluding Benefit Plans under clauses (i) and (ii), the “Purchased

Benefit Plans”).

Section 2.2           Excluded

Assets. Each of the Parties expressly understands and agrees that, notwithstanding anything to the contrary contained herein, the

following assets and properties of the Seller or, solely to the extent listed on Section 2.2 of the Disclosure Schedule,

any Transferred Subsidiary, in each instance, prior to the Closing (the “Excluded Assets”) shall be excluded from

the Purchased Assets and shall remain assets and properties of the Seller, as applicable, following the Closing:

(a)            the

corporate seals, Organizational Documents, minute books, stock books, Tax Returns, books of account or other records having to do with

the corporate organization of the Seller and each Excluded Subsidiary;

(b)            all

insurance policies of the Seller and all rights to applicable claims and proceeds under insurance policies of the Seller or any replacement

or renewal policies therefor; provided, however, that nothing in this Section 2.2(b) is intended to diminish

or nullify the rights granted to the Buyer in Section 6.13;

Contracts listed in Section 2.2(c) of the Disclosure Schedule;

(d)            all

Benefit Plans other than the Purchased Benefit Plans, including any assets related thereto, whether or not held in trust;

(e)            all

Tax attributes, including all net operating loss carryforwards, Tax refunds, credits, and prepayments of the Seller, to the extent permitted

to be retained by Seller under applicable Law;

(f)            all

rights to any Action, suit or claim of any nature available to or being pursued by the Seller, whether arising by way of counterclaim

or otherwise, solely to the extent in respect of any other Excluded Asset or Excluded Liability;

(g)            all

guarantees, warranties, indemnities and similar rights in favor of the Seller solely in respect of any other Excluded Asset or Excluded

Liability;

(h)            all

rights of the Seller under the Transaction Documents;

(i)            all

records and correspondence prepared by or on behalf of the Seller in connection with the sale of the Purchased Assets to the Buyer;

(j)            (i) all

attorney-client privilege and attorney work-product protections held by Seller (“Legal Privileges and Protections”),

including but not limited to those in connection with legal advice rendered to the Seller (including its Board of Directors and any committee

thereof) or concerning the Transactions or any of the Transaction Documents, (ii) all documents and information subject to the Legal

Privileges and Protections described in clause (i) of this Section 2.2(j) and (iii) all documents maintained

by Seller in connection with the Transactions or any of the Transaction Documents;

(k)            the

Tangible Personal Property listed on Section 2.2(k) of the Disclosure Schedule;

(l)            the

Leases set forth in Section 2.2(l) of the Disclosure Schedule (the “Excluded Leases”);

(m)            all

equity interests of any Subsidiary of the Seller that is not a Transferred Subsidiary (each, an “Excluded Subsidiary”);

and

(n)            the

Intellectual Property listed in Section 2.2(n) of the Disclosure Schedule (the “Excluded Intellectual Property”)

(o)            assets

set forth in Section 2.2(o) of the Disclosure Schedule.

Section 2.3           Transfer

and Assumption of Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, concurrently with the purchase

of the Purchased Assets at the Closing, the Seller shall convey, assign and transfer to the Buyer, and the Buyer shall assume and agree

to pay, perform and discharge when due, all Liabilities of the Seller, other than (x) the Excluded Liabilities set forth in Section 2.4,

(y) any Liabilities of Seller or any of its Subsidiaries to the extent they arise as a result of any pre-Closing breach by the Seller

or any of its Subsidiaries of any Contract included in the Purchased Assets, or (z) Liabilities relating to the Excluded Assets

(collectively, the “Assumed Liabilities”), including, for the avoidance of doubt, but subject to the aforementioned

exclusions, Liabilities arising in connection with the following:

(a)            any

Purchased Asset;

(b)            the

employment or termination of employment or services of the Transferred Employees, in each case solely to the extent arising after the

Closing;

in all instances to Section 2.4(f), and without limiting the generality of Section 2.3(b), solely those severance

obligations set forth in Section 2.3(c) of the Disclosure Schedule, in each case to the extent arising after the Closing

Date;

(d)            any

Liabilities in respect of Taxes imposed on, or relating to, any Purchased Asset or Assumed Liability, including without limitation, any

Taxes of any Transferred Subsidiary, for any taxable period beginning after the Closing Date (excluding, for the avoidance of doubt,

any Taxes described in Section 2.4(k) or Section 2.4(n));

(e)            the

actual amount of all fees, costs and expenses incurred or otherwise payable on account of services provided by any third party to the

Seller or any of its Subsidiaries at or prior to the Closing, in each case in connection with the negotiation, preparation, execution

and performance of this Agreement, the other Transaction Documents and the Transactions, payable to the third party advisors listed in

Section 2.3(e) of the Disclosure Schedule, up to an amount not to exceed $15,000,000 (the “Assumed Seller Transaction

Expenses”); provided that, for the avoidance of doubt, the Buyer shall have no obligation to assume or pay any such

fees, costs or expenses in excess of $15,000,000 (any such excess amounts, the “Excess Seller Transaction Expenses”);

(f)            all

Third Party Claims to the extent (i) exclusively related to the Business, the Purchased Assets or the Assumed Liabilities and (ii) arising

with respect to the operation of the Business, and the basis for which occurred, from and after the Closing (the “Assumed Third

Party Claims”); provided that, for the avoidance of doubt, and notwithstanding anything contained herein to the contrary,

the Assumed Third Party Claims shall not include, and the Buyer shall not assume, any Third Party Claim relating to (x) the Excluded

Claims, (y) Excluded Employment Matters or (z) any Liabilities with respect to the Actions set forth in Section 2.3(f) of

the Disclosure Schedule;

(g)            any

Liability arising out of or relating to any immigration Law obligation, filing, petition, application, work permit, visa or other immigration-related

approval with respect to any Transferred Employee, to the extent arising out of or resulting from (i) the Buyer’s or any of

its Affiliates’ termination of such Transferred Employee’s employment or (ii) any other action or omission of the Buyer

or any of its Affiliates with respect to such Transferred Employee, in each case, solely to the extent occurring after the Closing; and

(h)            the

Purchased Benefit Plans, including any assets related thereto, whether or not held in trust (but only to the extent such Liability arises,

and the basis for which occurred, with respect to events occurring following the Closing Date and excluding any Liabilities set forth

in Section 2.4(e)).

In the event that, from and after the Closing,

any Action or claim is made against the Buyer (or any of its Affiliates, including, after the Closing, the Transferred Subsidiaries)

with respect to any of the Assumed Liabilities, Buyer (and each of its Affiliates, including, after the Closing, the Transferred Subsidiaries)

will have, and the Seller and each of the Excluded Subsidiaries hereby assigns to the Buyer and its Affiliates, any defense, counterclaim

or right of setoff that would have been available to the Seller or any of its pre-Closing Subsidiaries, or in respect of the Business,

if such claim had been asserted against the Seller, any of its pre-Closing Subsidiaries or the Business. The assumption, from and after

the Closing, by the Buyer (or any of its Affiliates) of the Assumed Liabilities and the transfer of the Assumed Liabilities by the Seller

will in no way expand the rights or remedies of any Person against the Buyer (or any of its Affiliates, including, after the Closing,

the Transferred Subsidiaries) or the Seller or their respective officers, directors, employees, stockholders and advisors as compared

to the rights and remedies that such Person would have had against such parties had the Buyer (or any of its Affiliates) not assumed

the Assumed Liabilities.

Section 2.4           Excluded

Liabilities. Notwithstanding any provision in this Agreement to the contrary, at and following the Closing, the Seller shall retain

and remain responsible for paying, performing and discharging when due, and the Buyer shall not assume, the following Liabilities (the

“Excluded Liabilities”), whether arising prior to, on or after the Closing Date:

(a)            any

Liabilities in respect of any Excluded Asset;

(b)            any

Liability arising out of or related to the employment or engagement or termination of employment, engagement or service of any Employee, Individual

Independent Contractor or other service provider of the Seller or any Subsidiary (including any Transferred Subsidiary) who is set forth

in Section 2.4(b) of the Disclosure Schedule (collectively, the “Excluded Employees” and, such Liabilities,

the “Scheduled Employee Liabilities”);

Liability arising out of or relating to the employment or engagement, or the termination of employment, engagement or service, of any

current or former applicant, Employee, officer, director, Individual Independent Contractor or other individual service provider

of the Seller or any Subsidiary (including any Transferred Subsidiary) (including the Excluded Employees), in each case to the extent

arising or accruing on or prior to the Closing, or based on or related to any facts, events, practices, circumstances, acts or omissions

occurring on or prior to Closing, in both cases including any such Liabilities relating to (i) any violation of applicable Laws

with respect to equal employment opportunity, the WARN Act, harassment, discrimination or retaliation (including whistleblower retaliation),

wrongful termination, wages, hours, overtime or other compensation or fees of any kind, worker classification, overtime classification,

statutory entitlements, employee benefits, leaves of absence, immigration, or workers’ compensation or other similar employment,

labor or benefits Laws, in each case, as the applicable Laws are in effect on or prior to the Closing; (ii) accrued but unpaid wages,

salaries, commissions, bonuses, incentive compensation, fees, expense reimbursements, vacation, sick leave, paid time off, notice, pay

in lieu of notice, statutory entitlements or other compensation or employment-related amounts earned, accrued or otherwise attributable

to any period ending on or prior to the Closing; (iii) the pro rata amount of any bonus or commission as measured through the Closing

Date payable pursuant to any bonus or commission plan, Contract or other similar arrangement adopted or otherwise entered into by Seller

or any Subsidiary (including any Transferred Subsidiary) at any time prior to the Closing but excluding any annual bonus payable pursuant

to the annual bonus plan for Seller and its pre-Closing Affiliates for the current fiscal year, a copy of which was made available to

Buyer; and (iv) any separation, severance, consulting or settlement arrangement or agreement entered into or agreed to by Seller

or any of its Subsidiaries (including the Transferred Subsidiaries) on or prior to the Closing with any Employee, Excluded Employee,

applicant, officer, director, Individual Independent Contractor or other service provider (collectively, the “Pre-Closing

Employee Liabilities”);

(d)            any

Liability arising under the WARN Act to the extent arising out of, relating to or resulting from any employment loss, plant closing,

mass layoff, collective redundancy, group termination or similar event occurring on or prior to the Closing or otherwise attributable

to pre-Closing headcount changes or employment losses (collectively, the “Pre-Closing WARN Liabilities”);

(e)            any

Liability of Seller or any Subsidiary (including any Transferred Subsidiary) or any of its ERISA Affiliates arising out of or relating

to any Benefit Plan of Seller or any of its Subsidiaries (including the Transferred Subsidiaries) other than the Purchased Benefit Plans,

including, without limitation, with respect to (i) any claims the basis for which occurred on or prior to the Closing Date under

any such Benefit Plan (including, without limitation, any self-insured welfare plan (as defined in Section 3(1) of ERISA)),

whether or not reported, made or outstanding as of the Closing Date, and (ii) any Liability arising as a result of any failure to

comply with any applicable Laws or the terms of any such Benefit Plan (the “Excluded Benefits Claims”);

(f)            any

Liability arising out of or otherwise relating to (i) the termination of employment of the Excluded Employees, (ii) any immigration

Law obligation, filing, petition, application, work permit, visa or other immigration-related approval with respect to any Employee or

Transferred Employee, to the extent arising out of or resulting from any act, omission, violation, noncompliance or failure of the Seller

or any of its Affiliates occurring on or prior to the Closing Date, including any failure to obtain, maintain, amend, renew or comply

with any such filing, petition, application, work permit, visa or approval, or (iii) the application of Sections 280G or 4999 of

the Code, including (A) any excise Tax imposed under Section 4999 of the Code on any “disqualified individual”

(as defined in Section 280G(c) of the Code) in connection with the Transaction, (B) any loss, disallowance or non-deductibility

of any Tax deduction otherwise available to the Seller, any Transferred Subsidiary or the Buyer as a result of the application of Section 280G

of the Code in connection with the Transactions, and (C) any obligation to gross-up, indemnify, reimburse, compensate or otherwise

make whole any Person for any Tax described in clause (A) (together with any payroll, employment or similar Taxes imposed with respect

to any of the foregoing) ((i), (ii) and (iii), collectively, the “Excluded Employee Liabilities”);

(g)            any

Liability arising out of or relating to any severance, separation, retention, change-in-control, transaction bonus or other payments

or benefits arising pursuant to any Contracts or agreements, plans, commitments or arrangements entered into or agreed to by Seller or

any of its Subsidiaries (including any Transferred Subsidiary) prior to Closing that are to be paid or provided to any Person, including

any Transferred Employee or any current or former officer, director, applicant, Employee, Excluded Employee, Individual Independent

Contractor or other service provider of the Seller, in each case whether such obligation to pay or provide such payments or benefits

arises before, on or after the Closing, in each instance, other than those Liabilities expressly set forth in Section 2.3(c) of

the Disclosure Schedule (the “Transaction Bonus Liabilities” and, together with the Scheduled Employee Liabilities,

Pre-Closing Employee Liabilities, the Excluded Employee Liabilities, the Pre-Closing WARN Liabilities, the Excluded Benefits Claims,

and any claims related to any matters set forth on Section 2.3(f) of the Disclosure Schedule, the “Excluded

Employment Matters”);

(h)            any

Liability arising out of or otherwise relating to any Action commenced or asserted against the Seller, any of its Subsidiaries (including

any Transferred Subsidiary) or any of their respective Representatives relating to the negotiation, execution, delivery or performance

of this Agreement or any other Transaction Document or the consummation of any of the Transactions, including, but not limited to, any

Actions commenced or asserted by any lender to the Seller or any Subsidiary (including any Transferred Subsidiary) or any of the pre-Closing

stockholders of the Seller or otherwise related to the foregoing, including, for the avoidance of doubt, any derivative claims associated

therewith (the “Excluded Transaction Claims”);

(i)            any

Liability arising out of or relating to any Action, threatened Action, internal complaint or grievance, including by any current or former

applicant, Employee, Excluded Employee, officer, director, Individual Independent Contractor or other service provider, that was

commenced or asserted prior to the Closing against the Seller, any of its Subsidiaries or any of their respective Representatives, or

that arises out of or relates to any facts, events, circumstances, acts or omissions occurring or existing on or prior to the Closing,

including any Action arising under federal or state securities Laws or otherwise with respect to any Excluded Employment Matter (the

“Pre-Closing Actions” and, together with the Excluded Transaction Claims, the “Excluded Claims”);

(j)            any

Liability with respect to the Excluded Leases or Subleases related thereto;

(k)            any

Liability in respect of (i) any Taxes of, or imposed on, the Seller for any taxable period with respect to any income or gain recognized

from the transfer of Purchased Assets under this Agreement, (ii) any other Taxes of, or imposed on, the Seller not described in

Section 2.3(d) for any taxable period; (iii) Taxes imposed on, or relating to, any Purchased Asset or Assumed Liability,

including, without limitation, any Taxes of any Transferred Subsidiary, for any Pre-Closing Tax Period; and (iv) Seller’s

allocable share of Transfer Taxes pursuant to Section 7.3.

(l)            any

Liability for indemnification, contribution or reimbursement obligations of the Seller or any Transferred Subsidiary, whether arising

by Contract, operation of Law or otherwise, in each case to the extent relating to any act, omission, event, occurrence or state of facts

existing or occurring on or prior to the Closing, in each case, except to the extent of amounts actually recovered by Buyer pursuant

to any representation and warranty policy obtained by Buyer in connection with the Transactions (taking into account the deductible thereunder);

provided that, to the extent such amounts are reasonably expected to be covered under any representation and warranty policy obtained

by Buyer, (x) Buyer shall use commercially reasonable efforts (which, for the avoidance of doubt, shall not require the commencement

of any Action against any insurer) to make a claim under any representation and warranty policy obtained by Buyer in connection with

the Transactions and (y) for the avoidance of doubt, Buyer may make a claim against the Seller and any insurer under any such representation

and warranty policy simultaneously; provided, further, that to the extent Buyer receives recoveries from both Seller and

the insurer, in the aggregate, in excess of its actual Losses with respect to any such claim, Buyer shall remit such excess to Seller

within thirty (30) days of Buyer’s receipt thereof;

(m)            any

Indebtedness of the Seller or any of its Subsidiaries, including, but not limited to, any Transaction Expenses and Excess Seller Transaction

Expenses (not including, for the avoidance of doubt, the Assumed Seller Transaction Expenses);

(n)            any

Bulk Sales Liabilities;

(o)            any

Liability arising out of or related to the Contracts or other matters set forth in Section 2.4(o) of the Disclosure

Schedule;

(p)            any

Liabilities of Seller or any of its Subsidiaries (including any Transferred Subsidiary) to the extent they arise as a result of any pre-Closing

breach by the Seller or any of its Subsidiaries of any Contract included in the Purchased Assets;

(q)            any

Liability arising out of or relating to the acceleration of the vesting, payment or delivery of any Seller Option, Seller RSU or other

equity or equity-based award issued by Seller or its Subsidiaries (including the Transferred Subsidiaries), in each case to the extent

such acceleration occurs pursuant to the terms of any Seller Equity Plan or this Agreement; and

(r)            all

Third Party Claims to the extent (i) related to the Business, the Purchased Assets or the Assumed Liabilities and (ii) arising

with respect to the operation of the Business, and the basis for which occurred, prior to the Closing, in each case, except to the extent

of amounts actually recovered by Buyer pursuant to any representation and warranty policy obtained by Buyer in connection with the Transactions

(taking into account the deductible thereunder); provided that, to the extent such amounts are reasonably expected to be covered

under any representation and warranty policy obtained by Buyer, (x) Buyer shall use commercially reasonable efforts (which, for

the avoidance of doubt, shall not require the commencement of any Action against any insurer) to make a claim under any representation

and warranty policy obtained by Buyer in connection with the Transactions, and (y) for the avoidance of doubt, the Buyer may make

a claim against the Seller and any insurer under any representation and warranty policy simultaneously; provided, further,

that to the extent Buyer receives recoveries from both Seller and the insurer, in the aggregate, in excess of its actual Losses with

respect to any such claim, Buyer shall remit such excess to Seller within thirty (30) days of Buyer’s receipt thereof.

Section 2.5           Purchase

Price; Purchase Price Adjustments.

(a)            In

consideration for the sale and transfer of the Purchased Assets, and on the terms and subject to the conditions of this Agreement, at

the Closing, the Buyer shall (i) pay to the Seller an amount in cash equal to (A) the Base Purchase Price, minus (B) the

amount, if any, by which the Minimum Cash Amount exceeds the Estimated Closing Cash (the “Estimated Cash Shortfall”),

minus (C) the Estimated Closing Indebtedness (the “Closing Cash Payment”), and (ii) assume the Assumed

Liabilities. The Closing Cash Payment shall be subject to adjustment following the Closing in accordance with this Section 2.5,

and as so adjusted shall be the “Final Closing Cash Payment”. The Final Closing Cash Payment, together with the assumption

of the Assumed Liabilities, shall be the “Purchase Price”. For the avoidance of doubt, (x) no adjustment to the

Closing Cash Payment shall be made under clause (B) if the Estimated Closing Cash equals or exceeds the Minimum Cash Amount, and

(y) there shall be no upward adjustment to the Closing Cash Payment or the Final Closing Cash Payment under Section 2.5(f) on

account of Closing Cash in excess of the Minimum Cash Amount. The Purchase Price shall be allocated as provided for in Section 2.6.

(b)            At

least three (3) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a written statement (the

“Estimated Closing Statement”) setting forth the Seller’s good faith estimate of (i) (A) Closing Cash

(the “Estimated Closing Cash”), and (B) Closing Indebtedness (the “Estimated Closing Indebtedness”),

in each case determined as of immediately prior to the Closing, and (ii) on the basis of the foregoing, the Seller’s resulting

calculation of the Closing Cash Payment. The Estimated Closing Statement shall be accompanied by reasonable documentation supporting

the calculations set forth therein, including relevant schedules and underlying spreadsheets. Following delivery of the Estimated Closing

Statement, the Seller shall make its Representatives reasonably available to discuss the Estimated Closing Statement with the Buyer and

shall consider in good faith, and revise the Estimated Closing Statement to reflect, any reasonable comments of the Buyer prior to the

Closing.

ninety (90) days after the Closing Date, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a

written statement (the “Final Closing Statement”) setting forth the Buyer’s calculation of (i) (A) Closing

Cash, and (B) Closing Indebtedness, in each case determined as of immediately prior to the Closing, and (ii) on the basis of

the foregoing, the resulting Final Closing Cash Payment.

(d)            After

receipt of the Final Closing Statement, the Seller shall have thirty (30) days (the “Review Period”) to review the

Final Closing Statement. During the Review Period, the Seller and the Seller’s Representatives shall have reasonable access to

the working papers of the Buyer and its Representatives relevant to the review of the Final Closing Statement. On or prior to the last

day of the Review Period, the Seller may object to the Final Closing Statement by delivering written notice to the Buyer of any dispute

the Seller has with respect to the calculation, preparation or content of the Final Closing Statement (the “Notice of Disagreement”);

provided that if the Seller does not deliver a Notice of Disagreement to the Buyer before the expiration of the Review Period,

the Final Closing Statement will be final, conclusive and binding on the Parties. Such Notice of Disagreement shall identify in reasonable

detail those items and amounts to which the Seller objects (the “Disputed Items”), as well as the Seller’s alternative

calculations of such items and amounts (including supporting documentation). The Notice of Disagreement may not be amended, supplemented

or modified, and any item that the Seller fails to identify in the Notice of Disagreement shall be deemed final and binding between the

Parties and shall be precluded as a Disputed Item or used for purposes of calculation of a Disputed Item. Upon the Buyer’s receipt

of the Notice of Disagreement, the Buyer and its Representatives shall be permitted to review the documentation and calculations used

by the Seller and its Representatives in preparation of the Notice of Disagreement. If the Notice of Disagreement is delivered by the

Seller on or prior to the last day of the Review Period, then the Final Closing Statement (as revised in accordance with this ‎Section 2.5)

shall become final and binding upon the Seller and the Buyer on the earlier of (A) the date the Seller and the Buyer resolve in

writing all differences they have with respect to the Disputed Items and (B) the date all Disputed Items are finally resolved in

writing by the Accounting Firm.

(e)            During

the thirty (30) day period following the delivery of a Notice of Disagreement, the Seller and the Buyer shall seek in good faith to resolve

in writing any differences that they have with respect to the Disputed Items specified in the Notice of Disagreement and agree on a final

and binding determination of such Disputed Items. If any Disputed Item specified in the Notice of Disagreement remains in dispute at

the end of such thirty (30) day period, then the Seller and the Buyer shall engage the Accounting Firm to resolve any and all such Disputed

Items and, no later than ten (10) Business Days following such engagement, shall submit to the Accounting Firm in writing their

respective positions with respect to any and all Disputed Items that remain in dispute and that were included in the Notice of Disagreement.

The Seller and the Buyer shall jointly instruct the Accounting Firm that it (1) shall review only the Disputed Items that were included

in the Notice of Disagreement and that remain in dispute, (2) shall make its determination in accordance with the requirements of

this Section 2.5 and based solely on the written submissions of the Seller and the Buyer and their respective Representatives

and not by independent review, (3) shall not assign a value to any Disputed Item greater than the greatest value for such item claimed

by the Buyer, on the one hand, or the Seller, on the other hand, nor less than the smallest value for such item claimed by the Buyer,

on the one hand, or the Seller, on the other hand, within the Final Closing Statement and Notice of Disagreement, respectively, and (4) shall

render its written decision as promptly as practicable, but in no event later than fifteen (15) days after submission to the Accounting

Firm of the last to be submitted of all Disputed Items in dispute or such longer period as the Accounting Firm may reasonably require;

provided, however, that the Parties agree that the failure of the Accounting Firm to strictly conform to any deadline or

time period contained herein shall not render the determination of the Accounting Firm invalid and shall not be a basis for seeking to

overturn any determination rendered by the Accounting Firm. For the avoidance of doubt, neither the Seller nor the Buyer shall initiate

any ex parte communications with the Accounting Firm, although any party may respond to any questions posed by the Accounting

Firm in any manner requested by the Accounting Firm. Judgment may be entered upon the determination of the Accounting Firm in any court

having jurisdiction over the Party against which such determination is to be enforced. The scope of the disputes to be resolved by the

Accounting Firm shall be limited to whether there were mathematical errors in the Final Closing Statement and whether the Closing Cash,

and the Closing Indebtedness as calculated in the Final Closing Statement were calculated in accordance with the applicable definitions

herein and this ‎Section 2.5, and the Accounting Firm is not authorized or permitted to make any other determination.

Any determination by the Accounting Firm, and any work or analysis performed by the Accounting Firm in connection with its resolution

of any dispute under this Section 2.5, shall not be admissible in evidence in any Action between the Seller and the Buyer,

other than to the extent necessary to enforce any payment obligation under Section 2.5(f). Without limiting the generality

of the foregoing, the Accounting Firm is not authorized or permitted to make any determination as to any matter contemplated by this

Agreement, except as set forth in this ‎Section 2.5. The Accounting Firm’s determination shall be accompanied by

a certificate of the Accounting Firm that it reached its decision in accordance with the provisions of this ‎Section 2.5.

The certificate of the Accounting Firm shall be final, conclusive and binding on the Parties, absent manifest error or fraud. The fees

and expenses of the Accounting Firm in its capacity as such shall be borne by the Seller and the Buyer in inverse proportion as such

Parties may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting

Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees, costs and expenses

of the Buyer incurred in connection with its preparation of the Final Closing Statement, its review of any Notice of Disagreement and

its preparation of any written submission to the Accounting Firm shall be borne by the Buyer, and the fees, costs and expenses of the

Seller incurred in connection with its review of the Final Closing Statement, its preparation of any Notice of Disagreement and its preparation

of any written submission to the Accounting Firm shall be borne by the Seller.

(f)            Within

five (5) Business Days after the Final Closing Cash Payment is finally determined in accordance with this Section 2.5

(including by failure to timely deliver the Notice of Disagreement), one of the following additional adjustments shall be made:

(i)            if

the Final Closing Cash Payment exceeds the Closing Cash Payment (such excess amount, the “Excess Amount”), then the

Buyer shall pay, or cause to be paid, to the Seller an amount equal to the Excess Amount by wire transfer of immediately available funds

to such bank account of the Seller or any of its Affiliates designated in writing by the Seller; provided, however, that

no portion of the Excess Amount, if any, shall be attributable to any increase in the amount of Closing Cash above the Minimum Cash Amount;

(ii)           if

the Closing Cash Payment exceeds the Final Closing Cash Payment (such shortfall amount, the “Shortfall Amount”), then

the Seller shall pay, or cause to be paid, to the Buyer an amount equal to the Shortfall Amount by wire transfer of immediately available

funds to such bank account of the Buyer or any of its Affiliates designated in writing by Buyer; or

(iii)          if

the Final Closing Cash Payment is equal to the Closing Cash Payment, then no further action or adjustment shall be made.

(g)            Any

payment made pursuant to this Section 2.5 shall be treated by the Parties as an adjustment to the Purchase Price for all

Tax purposes, except to the extent otherwise required by applicable Law.

Section 2.6           Purchase

Price Allocation.

(a)            Within

one hundred twenty (120) days following the Closing, the Buyer shall deliver a draft allocation of the Purchase Price (including any

Assumed Liabilities and any other amounts required to be treated as consideration for the Purchased Assets (including, for the avoidance

of doubt, the Transferred Subsidiaries) for U.S. federal income Tax purposes) (the “Tax Purchase Price”) as between

(i) as to the portion of the Tax Purchase Price allocable to the equity interests in the Section 338 Subsidiaries, as applicable,

among the assets of such Section 338 Subsidiaries and (ii) as to the portion of the Tax Purchase Price allocable to all other

Purchased Assets, among such Purchased Assets (the allocation described in this Section 2.6(a), the “Purchase Price

Allocation”) to Seller for its review and comment. The Purchase Price Allocation shall be prepared in accordance with Section 338

and Section 1060 (in each case, as applicable) of the Code, the Treasury Regulations promulgated thereunder (as applicable), and

the methodology set forth on Exhibit B.

(b)            The

Seller shall be entitled to propose to Buyer any reasonable changes (such proposal, an “Allocation Objection Notice”)

to the draft Purchase Price Allocation within twenty (20) days of its receipt thereof. If Seller timely delivers an Allocation Objection

Notice to Buyer, the Parties shall negotiate in good faith and shall use their reasonable efforts to agree upon the Purchase Price Allocation.

If the Parties are unable to resolve any dispute with respect to the draft Purchase Price Allocation within twenty (20) days after the

delivery of the Allocation Objection Notice, such dispute shall be resolved by the Accounting Firm, with costs being borne in inverse

proportion as the parties may prevail (as determined by the Accounting Firm in writing) on the matters resolved by the Accounting Firm.

Purchase Price Allocation, as finally determined pursuant to the procedures set forth in Section 2.6(b), shall be binding

on the Parties, and the Parties agree to use such Purchase Price Allocation for all Tax purposes. The Parties shall file, or cause to

be filed, all Tax Returns, including Internal Revenue Service (“IRS”) Form 8594 and IRS Form 8883 (or any

comparable form under state, local or foreign Tax Law) and any required attachments thereto, as applicable, in accordance with such Purchase

Price Allocation. Neither the Buyer nor the Seller nor their respective Affiliates shall take any position in any Tax Return, audit,

or otherwise, that is inconsistent with such Purchase Price Allocation, nor shall the Buyer or the Seller or their respective Affiliates

in any way represent that such Purchase Price Allocation is not correct, unless otherwise required by applicable Law. Any adjustments

to the components of the Purchase Price pursuant to this Agreement shall be allocated in a manner consistent with the Purchase Price

Allocation.

Section 2.7           Consents

from Third Parties.

(a)            Notwithstanding

anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any asset (including any Permit)

or any claim or right or any benefit arising under or resulting from such asset if an attempted assignment thereof, without the consent

of a Third Party, would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect

to any party to an agreement concerning such asset, or would in any way adversely affect the rights of the Seller or, upon transfer,

the Buyer or any Transferred Subsidiary under such asset. If any transfer or assignment by the Seller to, or any assumption by the Buyer

of, any interest in or liability, obligation or commitment under any asset requires the consent of a Third Party, then such assignment

or assumption shall be made subject to such consent being obtained and, until the earlier of (x) the date such consent is obtained

and (y) the date that is twelve (12) months after the Closing, the Seller shall use reasonable best efforts to obtain such consent.

From the date of this Agreement and until the earlier to occur of the Closing and the termination of this Agreement in accordance with

Section 9.1, the Parties shall use their reasonable best efforts to obtain all permits, consents, approvals and authorizations

of all Third Parties that are necessary, proper or advisable to consummate the Transactions (e.g., with respect to the Leased

Real Property, Intellectual Property and other ordinary course Contracts), subject to Section 6.5; provided,

however, that none of the Seller or the Buyer shall be obligated to pay any consent fees, compensation payments or other consideration

required by any Third Party in connection with obtaining any such permit, consent, approval or authorization. Nothing in this Section 2.7

shall limit, modify or otherwise affect any condition to the obligations of Buyer to consummate the Transactions as set forth in Article VIII.

(b)            If

any such permit, consent, approval or authorization is not obtained prior to the Closing, then, if reasonably requested by the Buyer,

the Seller shall, at the sole cost of the Buyer, cooperate in any lawful and reasonable arrangement reasonably proposed by the Buyer

under which the Buyer shall obtain the economic claims, rights and benefits under the asset, Permit (including any foreign Permit), claim

or right with respect to which the Third Party consent has not been obtained prior to Closing in accordance with this Agreement. Such

reasonable arrangement may include (i) the subcontracting, sublicensing or subleasing to the Buyer of any and all rights of the

Seller against the other party to such Third Party agreement arising out of a breach or cancellation thereof by the other party, and

(ii) the enforcement by the Seller of such rights, with the Buyer being solely responsible for the performance and discharge of

the Seller’s obligations, in each case, to the extent permitted by applicable Law and the underlying Contract(s). Notwithstanding

anything to the contrary in this Agreement, from and after the Closing, any and all costs and other expenses incurred by either Party

due to the Buyer’s use of, or the Buyer’s reliance on, any of the Seller’s Permits shall be borne exclusively by the

Buyer, and the Buyer shall indemnify the Seller for such costs and expenses, as well as any and all Losses of the Seller Indemnified

Parties relating to the Buyer’s use of, or reliance on, the Seller’s Permits.

limiting the foregoing, with respect to any asset, claim, right or Contract for which a Third Party consent has not been obtained prior

to the Closing (each, a “Non-Assigned Asset”), from and after the Closing until the earlier of (i) the date such

consent is obtained and such Non-Assigned Asset is assigned to the Buyer and (ii) the expiration of the term of such Non-Assigned

Asset in accordance with its terms as in effect as of the Closing: (A) the Seller shall, and shall cause its Affiliates to, (1) continue

to use reasonable best efforts to obtain such consent for the period set forth in ‎Section 2.7(a) and (2) hold

such Non-Assigned Asset, and all monies, benefits and other proceeds received thereunder, in trust for the benefit of, and shall promptly

pay or deliver the same to, the Buyer; (B) to the extent the Buyer receives the economic claims, rights and benefits of a Non-Assigned

Asset pursuant to this ‎Section 2.7, the Buyer shall pay, perform and discharge, in a timely manner, the corresponding

obligations of the Seller or its Affiliates to the extent arising under such Non-Assigned Asset from and after the Closing (other than

any such obligation to the extent it constitutes an Excluded Liability or arises out of a breach or default occurring on or prior to

the Closing); and (C) the Seller shall not, and shall cause its Affiliates not to, amend, modify, terminate, renew, extend or grant

any consent or waiver under any such Non-Assigned Asset, or take any action (or omit to take any action) that would impair, diminish

or adversely affect the rights or benefits of the Buyer therein, in each case without the prior written consent of the Buyer (which may

be granted or withheld in the Buyer’s sole discretion).

Section 2.8           Withholding.

Notwithstanding anything in this Agreement to the contrary, the Buyer and its Affiliates and agents shall be entitled to deduct and withhold

from any amounts otherwise payable pursuant to this Agreement to any Person such amounts as are required to be deducted and withheld

with respect to the making of such payment under any provision of U.S. federal, state, local or foreign Tax Law; provided, however,

that if the Buyer (or any such Affiliate or agent) determines that any deduction or withholding is required in respect of a payment pursuant

to this Agreement, except with respect to payments that are treated as compensation for services under applicable Law or, to the extent

the Seller fails to provide the documentation set forth in Section 3.2(c)(iv), the Buyer shall (a) use commercially

reasonable efforts to provide written notice to the Seller no less than two (2) days prior to the date on which such deduction or

withholding is to be made with a written explanation of the requirement to deduct or withhold and (b) use commercially reasonable

efforts to cooperate with the Seller to mitigate any such requirement to the maximum extent permitted by applicable Law. To the extent

that amounts are so withheld and paid over to the applicable taxing authority, such withheld amounts shall be treated for all purposes

of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

ARTICLE III

THE CLOSING

Section 3.1           The

Closing. On the terms and subject to the conditions of this Agreement, the consummation of the Transactions (the “Closing”)

shall take place remotely by electronic (including pdf, DocuSign or otherwise) exchange of documents and signatures at 7:00 a.m., Eastern

Time, on the date that is the second (2nd) Business Day following the satisfaction (or, to the extent permitted by Law, the

waiver) of the conditions set forth in Article VIII (other than conditions that, by their nature, are to be satisfied on

the Closing Date, but subject to the satisfaction (or, to the extent permitted by Law, the waiver) of such conditions) or at such other

time, date or place as the Seller and the Buyer may mutually agree upon in writing. The date on which the closing occurs is referred

to in this Agreement as the “Closing Date.”

Section 3.2           Closing

Transactions; Deliverables. Upon the terms and subject to the conditions set forth in this Agreement, the Parties shall consummate

the following transactions at the Closing:

(a)            the

Buyer shall pay to the Seller an amount equal to the Closing Cash Payment in immediately available funds by wire transfer in accordance

with written instructions provided by the Seller not less than three (3) Business Days prior to the Closing Date;

(b)            (i) the

Seller shall deliver drafts of the Payoff Letters to the Buyer at least five (5) Business Days prior to the Closing Date, and shall

deliver executed copies of the Payoff Letters to the Buyer at least two (2) Business Days prior to the Closing Date, and (ii) on

behalf of the Seller and its Subsidiaries, the Buyer shall pay the amount payable to each counterparty or holder of the Closing Indebtedness

to be discharged at the Closing pursuant to such Payoff Letters in accordance with the wire instructions specified in such Payoff Letter,

in full satisfaction of such Closing Indebtedness;

Seller shall deliver, or cause to be delivered, to the Buyer the following documents and other items duly executed by the applicable

parties:

(i) one or more bills of sale, assignment

and assumption agreements, endorsements, assignments and other instruments of conveyance

and assignment (without covenant or warranty except as provided hereunder), substantially

in the form attached hereto as Exhibit C, executed by the Seller and the Excluded

Subsidiaries, pursuant to which (A) the Seller and each Excluded Subsidiary shall sell,

assign, transfer, convey and deliver to Buyer all of such Person’s right, title and

interest in, to and under the Purchased Assets and (B) the Buyer shall assume and agree

to pay, perform and discharge when due the Assumed Liabilities (the “Bill of Sale

and Assignment and Assumption Agreement”);

(ii) a certificate of an authorized officer

of the Seller in his or her capacity as such, dated as of the Closing Date, stating that

the conditions specified in Section 8.2(a), Section 8.2(b) and

Section 8.2(d) have been satisfied;

(iii) a certificate executed by the Secretary

of the Seller certifying that attached thereto is a true and correct copy of the resolutions

of the Seller Board or unanimous written consent of the Seller Board authorizing the execution

and delivery of the Transaction Documents to which the Seller is a party and the performance

by the Seller of the Transactions;

(iv) a duly executed and completed IRS Form W-9

from the Seller;

(v) lien releases, UCC-3 termination statements

or other instruments, in form and substance reasonably satisfactory to the Buyer, evidencing

the release and discharge, at or prior to the Closing, of all Liens (other than Permitted

Liens) on the Purchased Assets and the assets of the Transferred Subsidiaries;

(vi) duly executed stock powers, share transfer

forms, assignments of equity interests and other instruments of transfer, in each case sufficient

to vest in the Buyer good and valid title to all equity interests of each Transferred Subsidiary,

free and clear of all Liens (other than Permitted Liens);

(vii) to the extent practicable in a jurisdiction

in which a Transferred Subsidiary is incorporated, certificates of good standing (or local

equivalent documents) from the secretary of state or equivalent Governmental Entity of the

jurisdiction under the Laws in which each Transferred Subsidiary is organized, in each case,

dated within thirty (30) days prior to the Closing Date;

(viii) an Intellectual Property assignment

agreement, substantially in the form attached hereto as Exhibit D (the “IP

Assignment Agreement”), together with separate assignments, in form and substance

reasonably acceptable to the Buyer and suitable for recordation with the applicable Governmental

Entity, in respect of (A) the Patents, (B) the Marks, (C) the registered Copyrights

and (D) the Internet Domain Names, in each case included in the Transferred Intellectual

Property (collectively with the IP Assignment Agreement, the “IP Assignments”);

(ix) all other consents, filings, certificates,

documents, instruments and other items required to be delivered by the Seller pursuant to

this Agreement, and all such other documents, certificates and instruments as the Buyer shall

reasonably request to give effect to the Transactions or to vest in the Buyer good, valid,

insurable and marketable title in and to the Purchased Assets free and clear of all Liens,

except Permitted Liens; and

(x) a restrictive covenant agreement, substantially

in the form attached hereto as Exhibit E, duly executed by the Founder;

(xi) evidence, in form and substance reasonably

satisfactory to Buyer, the (A) the Capchase Agreement has been terminated and all Liens

granted thereunder on the Purchased Assets and the assets of the Transferred Subsidiaries

have been fully released and discharged and (B) the Affiliate Contracts have been settled,

paid off, eliminated or terminated in accordance with Section 6.18(a);

(xii) copies of executed consents, resolutions,

plan amendments and other evidence reasonably satisfactory to the Buyer that each Transferred

Subsidiary has terminated (A) each Benefit Plan maintained by such Transferred Subsidiary

that is intended to be qualified under Section 401(a) of the Code in each case

in accordance with its terms and all applicable Laws, with each such termination to be effective

no later than the day immediately prior to the Closing Date, and (B) each other Benefit

Plan maintained by such Transferred Subsidiary that Buyer has, prior to the Closing, requested

be terminated, in each case, in accordance with its terms and all applicable Laws, with each

such termination to be effective no later than immediately prior to the Closing; and

(xiii) duly executed resignation letters,

effective as of the Closing, of each director and officer of each Transferred Subsidiary,

in a form reasonably acceptable to the Buyer.

(d)            at

least five (5) Business Days prior to the Closing Date, the Seller shall provide, or cause to be provided, to the Buyer such documents

as the Buyer may reasonably request to confirm the Seller’s compliance with Section 6.1(b)(viii) and Section 6.1(b)(xx),

including with respect to the recognition, incurrence, payment, acceleration, delay or prepayment of accounts receivable, accounts payable

and other current Liabilities relating to the Business.

(e)            the

Buyer shall deliver to the Seller the following duly executed documents and other items:

(i) the Bill of Sale and Assignment and Assumption

Agreement;

(ii) the IP Assignments;

(iii) such other instruments of assumption

providing for the assumption of the Assumed Liabilities as may be necessary, in form and

substance reasonably satisfactory to the Seller;

(iv) a certificate of an authorized officer

of the Buyer in his or her capacity as such, dated as of the Closing Date, stating that the

conditions specified in Section 8.3(a) and Section 8.3(b) have

been satisfied; and

(v) a certificate executed by the Secretary

of the Buyer certifying that attached thereto is a true and correct copy of written consent

of the Buyer Board authorizing the execution and delivery of the Transaction Documents to

which the Buyer is a party and the performance by the Buyer of the Transactions.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SELLER

Except as set forth in (a) the

Seller SEC Documents filed (but not furnished) by the Seller with the SEC and publicly available on or after April 16, 2026 and

at least three (3) Business Days prior to the date of this Agreement (excluding any disclosures set forth under the caption “Risk

Factors” and any disclosure of risks included only in any “forward-looking statements” disclaimer contained in any

Seller SEC Document, in each case to the extent they are general, cautionary or predictive in nature (it being understood that specific

historical factual information contained within such headings, disclosures or statements shall not be excluded)) or (b) the disclosure

schedule delivered by the Seller to the Buyer simultaneously with the execution of this Agreement (the “Disclosure Schedule”),

the Seller represents and warrants to the Buyer as follows. Each numbered Section in the Disclosure Schedule shall be deemed to

qualify the corresponding Section of this Article IV and any other Section of this Agreement to which the application

of such disclosure is reasonably apparent on the face of such disclosure.

Section 4.1           Organization

and Qualification; Seller Capitalization; Subsidiaries.

(a)            Each

of the Seller and each of the Transferred Subsidiaries is duly organized, validly existing and in good standing under the laws of the

jurisdiction in which it is organized. Each of the Seller and each Transferred Subsidiary has requisite corporate or other legal entity,

as applicable, power and authority to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently

conducted. Each of the Seller and each Transferred Subsidiary is duly qualified to do business in each jurisdiction where the nature

of its business or its ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualified

has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b)            The

Seller has delivered or caused to be delivered to the Buyer accurate and complete copies of the currently effective certificate of incorporation

of the Seller (the “Seller Charter”) and bylaws of the Seller (the “Seller Bylaws”), and the Organizational

Documents of each Transferred Subsidiary, in each case as in full force and effect as of the date of this Agreement. The Seller is not

in violation of the Seller Charter or the Seller Bylaws, and the Transferred Subsidiaries are not in violation of their respective Organizational

Documents.

authorized capital stock of the Seller consists of (i) 3,263,659 shares of Class A Common Stock of the Seller, par value $0.001

per share (“Class A Common Stock”), (ii) 500,000,000 shares of Class B Common Stock of the Seller,

par value $0.001 per share (“Class B Common Stock”), and (iii) 10,000,000 shares of Preferred Stock of the

Seller, par value $0.001 per share (“Preferred Stock”). As of 5:00 p.m., Eastern Time, on July 17, 2026 (such

time and date, the “Capitalization Date”), (A) 3,263,659 shares of Class A Common Stock were issued and

outstanding; (B) 43,772,502 shares of Class B Common Stock were issued and outstanding; (C) no shares of Preferred Stock

were issued and outstanding; and (D) no shares of Seller Common Stock were held by the Seller as treasury shares. From the Capitalization

Date to the date hereof, the Seller has not issued or granted any equity securities other than pursuant to the exercise or settlement

of Seller Equity Awards granted prior to the date hereof.

(d)            As

of the Capitalization Date, there were outstanding the following (collectively, the “Seller Equity Awards”): (i) Seller

Options to acquire 33,242 shares of Class B Common Stock having a weighted average exercise price of $27.68 per share, (ii) warrants

to purchase 1,215,287 shares of Class B Common Stock having a weighted average exercise price of $0.10 per share (the “Seller

Warrants”), and (iii) Seller RSUs in respect of 4,915,535 shares of Class B Common Stock. In addition, as of the

Capitalization Date, approximately 210,000 shares of Class B Common Stock are subject to outstanding purchase rights under the Seller

ESPP (based on the closing price per share of Seller Common Stock of $3.48 on July 17, 2026 and assuming employee contributions

continue until the purchase date at the levels in place as of the Capitalization Date).

(e)            Except

for the Seller Common Stock, Seller Equity Awards and Seller Warrants, there are no (i) outstanding shares of capital stock or other

equity or voting securities of the Seller, (ii) securities convertible into or exchangeable or exercisable for shares of capital

stock or other equity or voting securities of the Seller, or (iii) options, warrants, calls, subscriptions, preemptive rights, rights

of first refusal or other rights, agreements or commitments obligating the Seller to issue, transfer, sell, repurchase or redeem any

such securities.

(f)            Section 4.1(f) of

the Disclosure Schedule sets forth, as of the date of this Agreement, an accurate and complete list of the Transferred Subsidiaries,

together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Transferred Subsidiary, (ii) each

jurisdiction in which each Transferred Subsidiary is qualified or licensed to do business as a foreign entity, (iii) the number

and class of shares (or equity interests) of each Transferred Subsidiary duly issued and outstanding, (iv) the names of all stockholders

or other equity owners of each Transferred Subsidiary and (v) the name of each director and officer (or equivalent) of each Transferred

Subsidiary. Except for the Transferred Subsidiaries, the Seller does not own, directly or indirectly, any Subsidiaries or any equity

interest in any other Person, and the Seller and the Transferred Subsidiaries are the only entities that participate in the conduct of

the Business or that own any of the Purchased Assets. The Seller owns, directly or indirectly, all of the outstanding shares of capital

stock or equity interests of, and has the power to direct or cause the direction of the management and policies of, each Transferred

Subsidiary. The outstanding shares of capital stock or equity interests of each Transferred Subsidiary are validly issued, fully paid

and non-assessable (or comply with such similar concepts applicable to Transferred Subsidiaries that are organized outside of the United

States), were issued in compliance with applicable Laws, and were not issued in violation of any purchase or call option, right of first

refusal, subscription right, preemptive right or any similar right. All such shares or other equity interests represented as being owned

by the Seller or any Transferred Subsidiary are owned by them, and will be transferred to the Buyer at the Closing, free and clear of

any and all Liens (other than restrictions on transfer arising under applicable securities Laws).

(g)            With

respect to each Transferred Subsidiary, there are (i) no other shares of capital stock, or other securities issued and outstanding

or reserved for issuance, (ii) no rights to receive shares on a deferred basis or otherwise, (iii) no stock appreciation rights

or other similar rights, (iv) no securities convertible into or exchangeable or exercisable for shares of capital stock, ownership

interests, voting securities or other securities, (v) no agreements or other rights to acquire or subscribe from any such Transferred

Subsidiary, and no obligation of any such Transferred Subsidiary to issue capital stock, voting securities or other ownership interests

in or any securities convertible into or exchangeable for capital stock or other securities of any Transferred Subsidiary, and (vi) no

restrictions relating to the rights of the Seller to vote or to dispose of (or cause to be voted or disposed of) any shares of the capital

stock (or other securities) of any of the Transferred Subsidiaries. No bonds, debentures, notes or other indebtedness of any Transferred

Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on

which stockholders may vote, are issued or outstanding. There are no rights or obligations, contingent or otherwise (including rights

of first refusal of any Transferred Subsidiary), of any Transferred Subsidiary to repurchase, redeem or otherwise acquire any outstanding

securities of any Transferred Subsidiary or to provide funds to or make any investment (in the form of loan, capital contribution or

otherwise) in any Person. There are no stockholder agreements, voting trusts, proxies or other similar agreements, arrangements or understandings

to which any Transferred Subsidiary is a party, or by which it or they are bound. There are no registration rights or other similar agreements,

arrangements or understandings to which any Transferred Subsidiary is a party, or by which any such Transferred Subsidiary is bound,

obligating any such Transferred Subsidiary with respect to its securities.

(h)            Each

Excluded Subsidiary does not own, lease or otherwise hold any assets, properties or rights (other than cash and other assets incidental

to maintaining such Excluded Subsidiary's corporate existence, and other than any assets, properties or rights that constitute Purchased

Assets), is not party to or bound by any Contract (other than any Contract solely relating to its dissolution, winding up or maintenance

of such Excluded Subsidiary’s corporate existence, and other than any Contract that constitutes a Purchased Asset), does not have

any Liabilities (other than Liabilities incidental to maintaining such Excluded Subsidiary’s corporate existence, and other than

any Liabilities that constitute Assumed Liabilities), and does not conduct any business or operations of any kind other than in connection

with the foregoing.

Section 4.2           Corporate

Authority; Board Recommendation.

(a)            The

Seller has the requisite corporate power and authority to execute, deliver and enter into this Agreement and the other Transaction Documents

to which the Seller is a party and to consummate the Transactions. The execution and delivery by the Seller of this Agreement and any

other Transaction Document to which the Seller is a party and the consummation of the Transactions have been duly authorized by all necessary

corporate action on the part of the Seller, except for the Seller Stockholder Approval, which will be obtained by the Written Consent

approving and adopting this Agreement and approving the sale of the Purchased Assets pursuant hereto and the other Transactions, by the

holders of a majority of the voting power of the outstanding shares of Seller Common Stock entitled to vote thereon, voting as a single

class in accordance with Section 271 of the DGCL (the “Seller Stockholder Approval”). The Seller Stockholder

Approval obtained by the delivery of the Written Consent of the Majority Stockholders is the only vote or consent of the holders of any

class or series of Seller capital stock necessary to approve and adopt this Agreement and to approve the sale of the Purchased Assets

and the other Transactions, and no other vote, consent or approval of, or meeting of, the holders of any other class or series of Seller

capital stock is required in connection therewith. As of the date of this Agreement, the Majority Stockholders are the record and beneficial

owners of, and have the right to vote, shares of Seller Common Stock representing voting power sufficient to constitute the Seller Stockholder

Approval, and the execution and delivery by the Majority Stockholders of the Written Consent is sufficient, without the vote, consent

or approval of any other holder of Seller capital stock, to obtain and constitute the Seller Stockholder Approval in accordance with

the DGCL, the Seller Charter and the Seller Bylaws. As of the date of this Agreement, the Seller Board, by resolutions duly adopted by

unanimous vote of the directors present at a meeting duly called and held at which a quorum of directors of the Seller was present, has

(i) determined that this Agreement and the Transactions are fair to, and in the best interests of, the Seller and its stockholders,

(ii) approved and declared advisable the execution, delivery and performance of this Agreement and the consummation of the Transactions,

(iii) directed that this Agreement and the Transactions be submitted to the Majority Stockholders for approval by Written Consent

in accordance with Section 228 of the DGCL, Article VIII Section 5 of the Seller Charter and Section 2.10 of the

Seller Bylaws, and (iv) resolved to recommend that the Seller’s stockholders approve this Agreement and the Transactions (clauses

(i) through (iv), collectively, the “Board Recommendation”). As of the date of this Agreement, the

Board Recommendation has not been rescinded, withdrawn, amended or modified.

(b)            The

Seller has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by the Buyer, this Agreement

constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforcement

may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws of general application relating to creditors’

rights generally or by general principles of equity. When each other Transaction Document to which the Seller is or will be a party has

been duly executed and delivered by the Seller (assuming due authorization, execution and delivery by each other party thereto), such

Transaction Document will constitute the Seller’s legal, valid and binding obligation, enforceable against it in accordance with

its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws of

general application relating to creditors’ rights generally or by general principles of equity.

the accuracy of the representation of Buyer set forth in the last sentence of Section 5.2, the Seller Board has taken all

action necessary to render inapplicable to this Agreement, the Support Agreement and the Transactions (including the sale of the Purchased

Assets and the Buyer’s acquisition of the Purchased Assets and the equity interests of the Transferred Subsidiaries) the restrictions

on business combinations set forth in Section 203 of the DGCL and any other Takeover Law, and any anti-takeover or similar provision

in the Seller Charter or Seller Bylaws, that is or could become applicable to the Buyer, this Agreement, the Support Agreement or any

of the Transactions. No other Takeover Law applies or purports to apply to Buyer, this Agreement, the Support Agreement or any of the

Transactions.

Section 4.3           No

Conflict; Filings and Consents.

(a)            The

execution and delivery of this Agreement (and the other Transaction Documents to which the Seller is a party) by the Seller does not,

and the performance of this Agreement (and the other Transaction Documents to which the Seller is a party) by the Seller and the consummation

of the Transactions will not, (i) conflict with or violate (whether after the giving of notice, lapse of time or both) any provision

of the Seller Charter or Seller Bylaws, or the Organizational Documents of any Transferred Subsidiary, (ii) conflict with or violate

(whether after the giving of notice, lapse of time or both) any Law applicable to the Seller or any Transferred Subsidiary or by which

any Purchased Asset or any asset or property of any Transferred Subsidiary is bound or affected, or (iii) except as set forth in

Section 4.3(a) of the Disclosure Schedule, violate, conflict with or result in a default (whether after the giving of

notice, lapse of time, or both) under, or give rise to a right of termination, amendment, acceleration or cancellation of any obligation

of, or loss of a material benefit under, any Material Contract or Permit related to the Business, allow the imposition of any fees or

penalties or require the making of any payment, or result in the creation of any Lien (other than Permitted Liens) upon any of the Purchased

Assets or the assets and properties of the Transferred Subsidiaries under the terms of any Material Contract or Permit related to the

Business to which the Seller or any Transferred Subsidiary is a party or by which the Seller, any Transferred Subsidiary or any Purchased

Asset or any assets or properties of any Transferred Subsidiary is bound or subject, except, in the case of Section 4.3(a)(ii) and

Section 4.3(a)(iii), for any such conflicts, violations or other occurrences that, individually or in the aggregate, would

not reasonably be expected to have a Material Adverse Effect.

(b)            The

execution and delivery of this Agreement (and the other Transaction Documents to which the Seller is a party) by the Seller do not, and

the performance of this Agreement (and the other Transaction Documents to which the Seller is a party) by the Seller and the consummation

of the Transactions will not, require any consent, approval, authorization or permit of or filing with or notification to any Governmental

Entity, except for (i) the filing with the SEC of the preliminary and definitive Information Statement relating to the approval

of this Agreement and the Transactions by Written Consent, (ii) the mailing of the Information Statement and any notices required

under Section 228 of the DGCL, Regulation 14C under the Exchange Act and the Seller Charter and Seller Bylaws, (iii) such reports

under the Exchange Act as may be required to be filed by the Seller in connection with this Agreement, the sale of the Purchased Assets

and the other Transactions and (iv) compliance with the HSR Act and other Antitrust Laws and FDI Laws.

Section 4.4           SEC

Filings; Financial Statements.

(a)            Since

February 1, 2024, the Seller has filed with or otherwise furnished to (as applicable) the SEC, on a timely basis, all registration

statements, prospectuses, forms, reports, definitive proxy statements, schedules and documents required to be filed or furnished by it

under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Sarbanes-Oxley

Act (such documents and any other documents filed or otherwise furnished by the Seller with the SEC, as have been supplemented, modified

or amended since the time of filing, collectively, the “Seller SEC Documents”). As of their respective filing dates

or, if supplemented, modified or amended since the time of filing (or in the case of Seller SEC Documents that are registration statements

filed pursuant to the requirements of the Securities Act, as of their respective effective dates) and prior to the date hereof, as of

the date of the most recent such supplement, modification or amendment, the Seller SEC Documents (i) did not contain any untrue

statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements

made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects

with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the Sarbanes-Oxley Act, each as in

effect on the date each such document was filed with or furnished to the SEC. None of the Subsidiaries of the Seller is, or has at any

time been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. As of the date of this

Agreement, there are no outstanding or unresolved comments from the SEC staff with respect to any Seller SEC Document, and none of the

Seller SEC Documents is the subject of any ongoing SEC review, inquiry, investigation or other proceeding.

(b)            The

Seller Financial Statements (i) complied as of their respective dates of filing in all material respects with the then applicable

accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in

accordance with GAAP (as in effect in the United States on the date of such Seller Financial Statements) applied on a consistent basis

during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal

and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q or Form 8-K under the Exchange Act), (iii) were

prepared from, and are consistent with, the books and records of the Seller and its consolidated Subsidiaries, and (iv) fairly present

in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in common

stock equity of the Seller and its consolidated Subsidiaries as of the dates and for the periods referred to therein (except as may be

indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments and as

may be permitted by the SEC on Form 10-Q or Form 8-K under the Exchange Act).

Seller maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under

the Exchange Act) reasonably designed to provide reasonable assurance (i) that transactions are recorded as necessary to permit

preparation of financial statements in conformity with GAAP consistently applied, (ii) that transactions are executed in accordance

with the general or specific authorization of management and (iii) regarding prevention or timely detection of the unauthorized

acquisition, use or disposition of the Seller’s properties or assets. Except as disclosed in the Seller SEC Documents, since February 1,

2024, neither the Seller nor, to the Knowledge of the Seller, the Seller’s independent registered public accounting firm has identified

or been made aware of (i) any “significant deficiency” or “material weakness” (each as defined in Rule 12b-2

under the Exchange Act) in the Seller’s internal control over financial reporting that has not been subsequently remediated or

(ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Seller’s

internal control over financial reporting.

(d)            The

“disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)

utilized by the Seller are reasonably designed to provide reasonable assurance that all material information (both financial and non-financial)

required to be disclosed by the Seller in the reports that it files or submits under the Exchange Act is recorded, processed, summarized

and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed

is accumulated and communicated to the management of the Seller, as appropriate, to allow timely decisions regarding required disclosure

and to enable the chief executive officer and chief financial officer of the Seller to make the certifications required under the Exchange

Act with respect to such reports.

Section 4.5           No

Undisclosed Liabilities; Indebtedness.

(a)            Neither

the Seller nor any Transferred Subsidiary has any Liabilities of any type required to be recorded or reflected on a balance sheet, including

the footnotes thereto, prepared in accordance with GAAP, consistently applied, except (i) those that are adequately reflected or

reserved against in the most recent balance sheet in the Seller Financial Statements as of the date of such balance sheet, (ii) those

that are specifically disclosed in the Disclosure Schedule, (iii) those that have been incurred in the ordinary course of the Business

since the date of the most recent balance sheet in the Seller Financial Statements (none of which results from any breach of Contract,

tort, infringement or misappropriation of any Intellectual Property Right or violation of Law), and (iv) those arising out of this

Agreement or the Transactions. As of the date hereof, there are no (A) unconsolidated Subsidiaries of the Seller, or (B) off-balance

sheet arrangements to which the Seller or any of the Transferred Subsidiaries is a party of any type required to be disclosed pursuant

to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act that have not been so described in the Seller SEC Documents

or any obligations of the Seller or any of the Transferred Subsidiaries to enter into any such arrangements.

(b)            Section 4.5(b) of

the Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all indebtedness for borrowed

money of the Seller and each Transferred Subsidiary, specifying for each item the obligor, the holder, the outstanding principal amount,

accrued and unpaid interest as of the date hereof, the maturity date, and the amount of any prepayment, make-whole, breakage, defeasance,

termination or similar premiums, fees or penalties in connection with the prepayment or termination thereof at the Closing. Except as

set forth in Section 4.5(b) of the Disclosure Schedule, (i) neither the Seller nor any Transferred Subsidiary is

in default under, or in breach or violation of, any such indebtedness for borrowed money or any other Indebtedness, (ii) no event

has occurred that (with or without notice, lapse of time or both) would constitute a default or event of default under, or give any holder

of any such indebtedness for borrowed money or any other Indebtedness the right to accelerate, demand payment of, or exercise any other

rights or remedies with respect to, any such Indebtedness, and (iii) neither the Seller nor any Transferred Subsidiary has received

any written notice from any holder, lender or agent in respect of any such indebtedness for borrowed money or any other Indebtedness

asserting any default, event of default, acceleration or right of acceleration thereunder.

Section 4.6           Material

Contracts.

(a)            Section 4.6(a) of

the Disclosure Schedule lists each of the following Contracts to which the Seller or a Transferred Subsidiary is a party as of the date

hereof or by which they or their assets are otherwise bound, except for Contracts that are Excluded Assets, Benefit Plans or Reorganization

Documents (the “Material Contracts”):

(i) any Contract that involves, as parties

thereto, the Seller or any Transferred Subsidiary, on the one hand, and any of the directors,

officers or other Affiliates of the Seller or any Transferred Subsidiary (excluding any Transferred

Subsidiary) or any Person that owns or controls more than ten percent (10%) of any class

of capital stock or other equity interest of the Seller and each such Person’s respective

directors, officers or other Affiliates, on the other hand;

(ii) any Contract that is in respect of the

indemnification of a director or executive officer of the Seller;

(iii) any Contract that establishes or relates

to a joint venture, partnership or similar arrangement involving the Seller or any Transferred

Subsidiary;

(iv) any Contract that is a license of Owned

Intellectual Property material to the Business as currently conducted granted by the Seller

or any Transferred Subsidiary, but excluding (A) any nonexclusive license to Owned Intellectual

Property granted in the ordinary course of business for the Business Products on Seller’s

form of end customer agreement or standard terms of service (copies of which have been Made

Available to Buyer); (B) any non-disclosure agreements of the Seller or any Transferred

Subsidiary on Seller’s form of agreement (which form has been Made Available to Buyer)

or otherwise entered into in the ordinary course of business on customary terms; (C) any

employee or contractor agreements of the Seller or any Transferred Subsidiary on Seller’s

form of agreement or a Contract with equivalent terms made in the ordinary course of business

(copies of which have been Made Available to Buyer) solely for purposes of enabling such

employee or contractor to perform services for the Seller or any Transferred Subsidiary;

(D) nonexclusive feedback licenses and nonexclusive licenses to use trademarks, in each

case that are incidental to the subject matter of the applicable agreement in which they

are incorporated; and (E) licenses to a service provider granted in the ordinary course

of business on customary terms solely for the purpose of allowing such service provider to

provide services to the Seller or any Transferred Subsidiaries (collectively, the “Non-Scheduled

Outbound Contracts”);

(v) any Contract that is a license of a Seller

Licensed Intellectual Property material to the Business as currently conducted granted to

the Seller or any Transferred Subsidiary, but excluding (A) Seller Licensed Intellectual

Property relating to “shrink wrap,” “click wrap,” “click-through,”

or similar generally commercially available end-user licenses to Software that (1) has

not been modified or customized for any of the Seller or any Transferred Subsidiary, (2) is

licensed for an annual fee under $100,000 and (3) is not incorporated into or integrated

with the Business Products or Developing Business Products; (B) any non-disclosure agreements

of the Seller or any Transferred Subsidiary on Seller’s form of agreement (which form

has been Made Available to Buyer) or otherwise entered into in the ordinary course of business

on customary terms; (C) any employee or contractor agreements of the Seller or any Transferred

Subsidiary on Seller’s form of agreement or a Contract with equivalent terms (copies

of which have been Made Available to Buyer) entered into in the ordinary course of business

solely for purposes of enabling such employee or contractor to perform services for the Seller

or any Transferred Subsidiary; (D) licenses for Open Source Software; (E) nonexclusive

feedback licenses and nonexclusive licenses to use trademarks, in each case that are incidental

to the subject matter of the applicable agreement; and (F) licenses to the Seller or

any Transferred Subsidiary granted in the ordinary course of business on customary terms

and solely for the purpose of enabling the Seller or applicable Transferred Subsidiary to

provide services to the licensor (collectively, the “Non-Scheduled Inbound Contracts”);

(vi) any Contract that involves a sharing

of profits, losses, costs or liabilities in an amount or of a value in excess of $500,000

with any Person (other than any (A) Transferred Subsidiary or (B) merchant that

uses the Seller’s online platform);

(vii) any Contract that relates to the lease

of (A) each Leased Real Property or (B) personal property that requires the payment

by the Seller or any Transferred Subsidiary of more than $500,000 per year;

(viii) any Contract that grants to any Person

any option, right of first offer or right of first refusal or similar right to purchase,

lease, sublease, license, use, possess or occupy any assets or properties of the Seller or

any Transferred Subsidiary that have a value in excess of $500,000;

(ix) any Contract relating to Indebtedness

in an aggregate principal amount in excess of $500,000;

(x) any guarantee of any obligation of another

Person (other than any Transferred Subsidiary) in an amount or of a value in excess of $500,000;

(xi) any Contract that (A) contains any

express restrictions prohibiting the Seller or any Transferred Subsidiaries or, after the

Closing, the Buyer or any of their respective Affiliates, from competing or engaging in any

material respect in any line of business or geographic area or soliciting or hiring any Person

or that otherwise limit the freedom of any of the Seller or its Affiliates to compete with

any Person, restrict the research, development, manufacture, marketing, distribution, sale,

supply, license or marketing of the Business Products or Developing Business Products or

limit the freedom of the Seller or its Subsidiaries to use any Owned Intellectual Property

prior to the Closing Date or (B) containing a “most-favored nation” or exclusivity

provision;

(xii) any Contract (A) relating to the

disposition or acquisition of assets by the Seller or its Subsidiaries with a value or purchase

price greater than $500,000 after the date hereof other than in the ordinary course of the

Business or (B) pursuant to which the Seller or any Transferred Subsidiary will acquire

any material ownership interest in any other Person or other business enterprise other than

any Subsidiary of the Seller;

(xiii) any Contract pursuant to which the

Seller or any Transferred Subsidiary has, directly or indirectly, made any material loan,

capital contribution to or other investment, in each case in an amount in excess of $500,000,

in, any Person (other than the Seller or any Transferred Subsidiary and other than (x) extensions

of credit or advancement of funds in the ordinary course of the Business consistent with

past practice and (y) investments in marketable securities in the ordinary course of

the Business);

(xiv) any collective bargaining agreement

or other Contract with any labor union, works council, employee representative body or other

labor organization (collectively, “Union Contract”);

(xv) any Contract providing for the settlement,

release, waiver or other resolution of any Action, threatened Action, internal complaint

or grievance involving any current or former applicant, Employee, Excluded Employee, officer,

director, Individual Independent Contractor or other individual service provider, or

otherwise relating to any labor or employment matter, in each case, that has any unsatisfied,

ongoing or continuing obligations;

(xvi) any Contract with any current employee,

officer, or director, that (A) is not terminable at will in the United States or, (B) is

not terminable with minimum statutory notice or severance outside the United States;

(xvii) any Contract with any current Individual

Independent Contractor or other individual non-employee service provider that is not terminable

on less than thirty (30) days’ advance written notice;

(xviii) any Contract with any professional

employer organization (“PEO”), employer of record (“EOR”),

or any similar staffing, leasing or personnel services agency or organization;

(xix) any Contract with any current or former

employee, officer, director, Individual Independent Contractor or other individual service

provider that contains any deferred compensation, retention bonus, change of control payment

or benefit, severance entitlement in the United States, severance entitlement outside the

United States that is in excess of minimum statutory severance requirements, notice of termination

or pay in lieu entitlements in the United States or notice of termination or pay in lieu

entitlements outside the United States that are in excess of the minimum statutory notice

requirements, gratuity, end of service, or other similar arrangement for the benefit of any

Employee;

(xx) any Contract providing for the settlement

or other resolution of any Action that has any continuing payment obligation in excess of

$500,000 and pursuant to which the Seller or any Transferred Subsidiary has any material

outstanding obligation;

(xxi) any Contract with a Top Customer or

a Top Supplier;

(xxii) any Assumed Contract under which the

Seller or a Transferred Subsidiary has agreed to or has an obligation to indemnify any Person

for or against any interference, infringement, dilution, misappropriation or other violation

with respect to any Intellectual Property, other than in the ordinary course of business

consistent with past practice;

(xxiii) any Contract that contains “take

or pay”, minimum purchase, minimum spend or requirements commitments, or that obligates

the Seller or any Transferred Subsidiary to purchase its total requirements of any product

or service from a third party, in each case involving payments in excess of $500,000 per

year, including any non-cancelable commitments relating to cloud infrastructure, hosting

or data center services;

(xxiv) any Contract with any Governmental

Entity;

(xxv) any dealer, distributor, reseller, original

equipment manufacturer, value-added reseller, channel, referral, sales representative or

similar Contract relating to the marketing, distribution, resale or referral of the Business

Products;

(xxvi) any Contract relating to letters of

credit, surety bonds, performance bonds, security deposits or similar credit support instruments

issued by or for the benefit of the Seller or any Transferred Subsidiary;

(xxvii) any power of attorney granted by the

Seller or any Transferred Subsidiary that is currently in effect (other than powers of attorney

granted in the ordinary course of business that do not materially impair the operations of

the Business); and

(xxviii) any other Contract material to the

Business.

(b)            The

Seller has delivered or Made Available to the Buyer copies of each Material Contract (except for any purchase orders), each of which

is correct and complete in all material respects.

Material Contract is a valid and binding obligation of the Seller or the applicable Transferred Subsidiary party thereto and, (i) to

the Knowledge of the Seller, each Material Contract is a valid and binding obligation of the other party or parties thereto enforceable

against such party or parties in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance,

reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles

(whether considered in a proceeding in equity or at Law), and is in full force and effect; (ii) except as set forth in Section 4.6(c) of

the Disclosure Schedule, the Seller or the applicable Transferred Subsidiary party thereto is not in material breach or default under

any Material Contract; (iii) Seller has not been given notice of cancellation of a Material Contract and, to the Knowledge of the

Seller, none of the Material Contracts has been validly canceled by the other party thereto; (iv) to the Knowledge of the Seller,

no other party is in material breach of, violation of, or default under any Material Contract; (v) except as set forth in Section 4.6(c) of

the Disclosure Schedule, no event has occurred that, with or without notice or lapse of time or both, would constitute a material breach

or default by the Seller or any Transferred Subsidiary under, or would result in the termination of, or permit the acceleration of or

other change to any material right or obligation or the loss of any material benefit under, any Material Contract, (vi) except as

set forth in Section 4.6(c) of the Disclosure Schedule, the Seller has not received any written claim of breach or default,

or to the Knowledge of the Seller, oral claim of breach or default, under any such Material Contract, and (vii) neither the Seller

nor any Transferred Subsidiary has received any written notice or, to the Knowledge of the Seller, oral notice of the intention of any

other party to terminate, fail to renew, renegotiate or materially modify any Material Contract. There are no pending material disputes

regarding any Material Contracts.

Section 4.7           Sufficiency

of Assets. Except for the Excluded Assets, the Purchased Assets, together with the assets, properties, rights, Contracts, Permits, Intellectual

Property, Systems, Business Data, books and records of the Transferred Subsidiaries and Transferred Employees, constitute all of the

assets, properties, rights, Contracts, Permits, Intellectual Property, Systems, Business Data, books and records and personnel necessary

and sufficient to conduct the Business, on a standalone basis, in all material respects in the manner conducted by the Seller and its

Subsidiaries during the twelve (12)-month period immediately prior to the Closing and as currently conducted. All items of Tangible Personal

Property required or necessary for the operation of the Business in the manner presently conducted by the Seller are in good operating

condition, normal wear and tear excepted. No Transferred Subsidiary conducts, or has at any time conducted, any business other than the

Business. No Transferred Subsidiary owns, or has any obligation to acquire, any equity interest in any Person other than another Transferred

Subsidiary.

Section 4.8           Real

Property.

(a)            The

Seller does not own any real property.

(b)            Section 4.8(b) of

the Disclosure Schedule sets forth, as of the date of this Agreement, a correct and complete list of all of the real property leased,

subleased or licensed to the Seller or any Transferred Subsidiary or any office space that the Seller or any Transferred Subsidiary has

a right to occupy under a services or membership agreement (the “Leased Real Property”), including (i) the address

for any such leased real property; (ii) the title and date of and the parties to each Contract evidencing the applicable lease or

sublease of each such leased real property, and any and all amendments, modifications, and side letters relating thereto, if any (each

a “Lease”); (iii) the remaining term of each Lease (other than the Excluded Leases) (including any renewal options

and their terms); (iv) the amount of any security deposit or letter of credit held by the landlord; (v) whether any sublease,

license or other occupancy agreement exists with respect to any portion of the premises (collectively, “Subleases”);

and (vi) whether any subordination, non-disturbance and attornment agreement is in effect between the tenant and any mortgagee or

ground lessor. The Seller has provided the Buyer with correct and complete copies of each Lease.

as set forth in Section 4.8(c) of the Disclosure Schedule, as of the date of this Agreement, (i) the Seller or

a Transferred Subsidiary, as applicable, has valid leasehold interests in the Leased Real Property, in each case, free and clear of all

Liens (other than Permitted Liens), (ii) each Lease is in full force and effect, (iii) all rent and other material sums and

charges payable thereunder are current and (iv) neither the Seller nor the Transferred Subsidiary party to such Lease has received

written notice that it is currently in default in any material respect with respect thereto. Neither the Seller nor any Transferred Subsidiary

is in material breach or default under or has received any written notice of default by any landlord of a Lease that remains outstanding,

and, to the Knowledge of the Seller, no such landlord is in default under its Lease beyond any applicable notice, grace or cure period

thereunder.

(d)            Except

as set forth in Section 4.8(d) of the Disclosure Schedule, there is no Person other than the Seller or a Transferred

Subsidiary in possession of any portion of the Leased Real Property, and no Contract grants any Person (other than the Seller or any

Transferred Subsidiary) the right of use or occupancy of any portion of the Leased Real Property.

(e)            The

Seller’s and the Transferred Subsidiary’s, as applicable, use of the Leased Real Property complies in all material respects

with all applicable Laws, covenants, conditions, restrictions, easements, disposition agreements and similar matters affecting the Leased

Real Property. All material Permits (including certificates of use and occupancy) required in connection with the use, occupation and

operation of the Leased Real Property, in each case to the extent required to be obtained by the Seller or a Transferred Subsidiary,

as applicable, under each applicable Lease, have been obtained and are in effect.

(f)            There

are no pending or, to the Knowledge of the Seller, threatened condemnation, fire, health, safety, building, zoning or other land use

regulatory legal proceedings relating to any portion of the Leased Real Property that are reasonably expected to materially and adversely

affect the current use, occupancy or value thereof. To the Knowledge of the Seller, no fact or condition exists that could result in

the termination or material reduction of the current access from the Leased Real Property to existing roads or to water, sewer or other

utility services presently serving the Leased Real Property to the extent such services are material to the use of the Leased Real Property.

(g)            Except

as set forth in Section 4.8(g) of the Disclosure Schedule, (i) no Lease (other than the Excluded Leases) requires

the consent of the landlord to the assignment of such Lease to the Buyer or the consummation of the Transactions, (ii) no Lease

(other than the Excluded Leases) contains any provision that would give the landlord thereunder any right of termination, recapture,

acceleration or modification of any term or condition of such Lease or right to receive any transfer premium as a result of a change

of control of any Transferred Subsidiary, and (iii) no Lease (other than the Excluded Leases) requires payment of any transfer,

assignment or similar fee to the landlord in connection with the Transactions.

Section 4.9           Title

to Purchased Assets. The Seller or a Transferred Subsidiary has good and valid title to, or a valid and enforceable license or leasehold

interest in, or other legal rights to possess or use all of the Purchased Assets and assets and properties of the Transferred Subsidiaries,

free and clear of all Liens (other than Permitted Liens). At the Closing, the Buyer will acquire from the Seller and good and valid title

to, or a valid and enforceable license or leasehold interest in, or other legal rights to possess or use, all of the Purchased Assets

and the assets and properties of the Transferred Subsidiaries, free and clear of all Liens (other than Permitted Liens). None of the

Purchased Assets or assets or properties of the Transferred Subsidiaries is subject to any Lien securing Indebtedness that will not be

released and discharged at or prior to Closing, other than Permitted Liens.

Section 4.10           Litigation.

Except as set forth in Section 4.10 of the Disclosure Schedule, there are no, and during the past six (6) years there

have not been any, Actions pending and, to the Knowledge of the Seller there are no Actions pending, nor are there any unresolved disputes

reasonably expected to give rise to any Action, by or against the Seller or any Transferred Subsidiary (including any of their respective

assets, properties or rights or any of their respective officers or directors in their capacity as such), that (a) are material

to the Business, the Purchased Assets, the assets, business or properties of any Transferred Subsidiary, or the Assumed Liabilities,

(b) relate to or affect any current or former applicant, employee, officer, director, Individual Independent Contractor or

other individual service provider of the Seller or any of its Subsidiaries (including any Excluded Employee) or any Top Customer or Top

Supplier or (c) challenge or seek to prevent, enjoin, materially delay, make illegal or otherwise interfere with the Transactions.

To the Knowledge of the Seller, no event has occurred and no circumstance exists that would reasonably be expected to give rise to, or

serve as the basis for, any such Action. Neither the Seller nor any Transferred Subsidiary, nor the Business or any of the Purchased

Assets or assets or properties of any Transferred Subsidiary, is subject to any outstanding Order, and neither the Seller nor any Transferred

Subsidiary is subject to any continuing settlement agreement or similar agreement with, or, to the Knowledge of the Seller, continuing

investigation by, any Governmental Entity, in each case that would reasonably be expected to prevent or materially delay the consummation

of the Transactions. There are no Orders binding upon the Seller or any Transferred Subsidiary that enjoin, prohibit, materially restrict

or materially affect the Business, any of the Purchased Assets or any assets or properties of any Transferred Subsidiary. There are no

Actions pending or threatened against any executive officer or director of the Seller or any Transferred Subsidiary in his or her capacity

as such that would reasonably be expected to prohibit, materially restrict or materially affect the Business, any of the Purchased Assets

or any assets or properties of any Transferred Subsidiary that are material to the Business.

Section 4.11           Labor

Matters.

(a)            Section 4.11(a) of

the Disclosure Schedule sets forth a true, correct and complete list, as of the date hereof, of all current Employees of the Seller and

any Transferred Subsidiary as of the date hereof, including Employees on any leave of absence, whether paid or unpaid and whether authorized

or unauthorized, setting forth for each such employees: (i) name; (ii) employing entity; (iii) work location by country,

state and city, including remote work status; (iv) title or position and full-time or part-time status; (v) hire date or any

longer recognized seniority date; (vi) current annual salary or hourly rate; (vii) target bonus, commission or other variable

or incentive compensation for the current fiscal year and previously completed fiscal year; (viii) any accrued but unpaid bonus,

commission or other variable compensation for the current and the most recently completed fiscal year; (ix) accrued and unused vacation

and sick time for the current calendar year; (x) approximate average weekly hours; (xi) overtime exempt or non-exempt classification

(if applicable); (xii) visa or work permit status, including type, status and expiration date, if applicable; and (xiii) whether

the individual is presently on a leave of absence and, if so, the type of leave and anticipated return date if known.

(b)            Section 4.11(b) of

the Disclosure Schedule sets forth a true, correct and complete list, as of the date hereof, of all Persons who are currently providing

services to the Seller or any Transferred Subsidiary and are compensated other than as Employees, including consultants, Individual

Independent Contractors, officers, directors, leased employees and temporary employees, setting forth for each such Person: (i) name;

(ii) engaging entity; (iii) brief description of services; (iv) location by country and state; (v) whether full-time

or part-time (and, if part-time, approximate weekly hours); (vi) engagement dates; (vii) whether engaged directly or through

a staffing agency; (viii) fees or benefits provided and (ix) whether services are required by Seller or any Transferred Subsidiary

to be exclusive to the Seller or any Transferred Subsidiary.

Seller has Made Available to Buyer (i) forms of offer letters and forms of employment agreements with all current Employees of the

Seller or any Transferred Subsidiary (including Seller’s form confidentiality, non-disclosure, invention assignment and restrictive

covenant agreements) and, to the extent any individual employment agreement with a current Employee or Excluded Employee materially deviates

from such forms, a copy of such individual agreement; (ii) a description of any agreements related to any such Employees outside

employment or engagement with any third party known to Seller or its Subsidiaries; and (iii) the Seller’s current written

employment policies, current employee handbook and internal employment regulations applicable to employees.

(d)            The

employment of the U.S.-based Employees and Excluded Employees who are currently employed by Seller or the Transferred Subsidiaries are

terminable at will, and no Employee or Excluded Employee currently employed by the Seller or Transferred Subsidiaries is entitled to

advance notice, severance or other termination entitlements upon termination, except for minimum statutory notice, severance or other

termination entitlements for any non-US based Employees or Excluded Employees employed by Seller or the Transferred Subsidiaries. Except

as set forth in Section 4.11(d) of the Disclosure Schedule, none of the current Employees, Individual Independent

Contractors or other individual service providers of Seller or the Transferred Subsidiaries have terminated their employment or engagement

nor, to the Knowledge of the Seller, have expressed an intention to terminate such employment or engagement, nor has the Seller or any

Transferred Subsidiary given notice of termination to any of such Persons. Neither the execution, delivery or performance of this Agreement

nor the consummation of any of the transactions contemplated hereunder will or may (either alone or in conjunction with any other event)

provide any Employee, Individual Independent Contractor or other individual service provider with a right to terminate their employment

or engagement with the Seller or Transferred Subsidiaries. Section 4.11(d) of the Disclosure Schedule lists all Liabilities

of Seller or the Transferred Subsidiaries to any employee that result from the termination by Buyer, Seller, or the Transferred Subsidiaries

of such Person’s employment or provision of services, a change of control of Seller or the Transferred Subsidiaries, or a combination

thereof.

(e)            All

current Employees and Excluded Employees of the Seller and Transferred Subsidiaries are legally authorized to work in the jurisdiction

in which such Employee or Excluded Employee provides services to Seller or the Transferred Subsidiaries, as applicable. Seller and the

Transferred Subsidiaries have not hired, recruited or referred for a fee any Employee or Excluded Employee who is not legally authorized

to be employed or engaged in the jurisdiction in which such Person is providing services to Seller or Transferred Subsidiaries, as applicable,

or knowingly employed or engaged any Person who is not legally authorized to be employed or engaged in the jurisdiction in which such

Person is providing services to Seller or Transferred Subsidiaries or continued to employ or engage a person knowing the Person ceased

to be legally authorized to be employed or engaged in the jurisdiction in which such Person is providing services to the Seller or Transferred

Subsidiaries, as applicable. Seller and the Transferred Subsidiaries have properly completed all reporting and verification requirements

pursuant to, have retained all documents required by, and have otherwise materially complied with, all applicable Laws relating to immigration

control for all of the employees, including but not limited to the Form I-9 for individuals in the United States. Seller and the

Transferred Subsidiaries have not received any notice from any Governmental Entity that the Seller or any Transferred Subsidiary is in

violation of any applicable Law pertaining to immigration control or that any current Employee or Excluded Employee of the Seller or

Transferred Subsidiaries is not legally authorized to be employed in the jurisdiction in which such Employee or Excluded Employee is

or was providing services to the Seller or Transferred Subsidiaries (as applicable) or is or was using an invalid social security number

or other governmental identifying number and there is no pending or to the Seller’s Knowledge, threatened Action, charge or complaint

under the Immigration Reform and Control Act of 1986 or similar Law outside of the United States against Seller or any of the Transferred

Subsidiaries.

(f)            Seller

and the Transferred Subsidiaries are, and have been for the last four (4) years, in compliance in all material respects with all

applicable Laws respecting employment, employment practices and terms and conditions of employment, including applicant and employee

background checks, immigration laws, anti-discrimination, harassment and retaliation laws, the WARN Act, vacation and/or paid time off,

employee privacy, verification of employment eligibility, employee leave laws, classification of workers as employees and independent

contractors, classification of employees as overtime exempt and non-exempt (if applicable), classification of individuals leased from

or otherwise engaged through a PEO, EOR, staffing agency or other third party, wage and hour laws, employee leasing and joint employment

laws, profit-sharing, benefits-in-kind, remuneration for inventions, overtime work, occupational and safety and health laws, and termination

of employment. There are, and have been for the last four (4) years, no Actions pending, reasonably expected to the Knowledge of

the Seller, or threatened, against the Seller or any Transferred Subsidiary in connection with the employment or engagement of any current

or former applicant, officer, director, Employee, Excluded Employee, Individual Independent Contractor or other individual service

provider, including any claims for actual or alleged harassment, discrimination or retaliation based on race, national origin, age, sex,

sexual orientation, religion, disability or other protected characteristics or activities, or tortious conduct, breach of contract, wrongful

termination, defamation, intentional or negligent infliction of emotional distress, wage and hour, pay inequity, misclassification, interference

with contract or interference with actual or prospective economic disadvantage, or other employment-related claims. There are no claims

pending, reasonably expected or to the Knowledge of the Seller, threatened against the Seller or Transferred Subsidiaries under any workers’

compensation, short-term disability, or long-term disability plan or policy. Except as would not be expected to result in material liability

to the Seller or any Transferred Subsidiary, the Seller and Transferred Subsidiaries (i) have provided all Employees, Excluded Employees

and other service providers with all wages, salaries, fees, severance or termination pay, stock options, bonuses, commissions, other

incentive pay, and all other compensation and benefits that are due to be paid to or on behalf of such employees or service providers,

(ii) have withheld and reported all amounts required by Law to be withheld and reported with respect to wages, fees, and other payments

or compensation to employees or other service providers, and (iii) are not liable for any payment or remittance required under applicable

Law to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment insurance

benefits, social security or other benefits or obligations for Employees, Excluded Employees or other service providers (other than routine

payments or remittance to be made in the normal course of business and consistent with past practice).

(g)            Except

as would not be reasonably expected to result in material liability to the Seller or any Transferred Subsidiary, Seller and the Transferred

Subsidiaries have correctly classified all Employees, Excluded Employees, and non-employee service providers (including the proper classification

of workers as independent contractors and consultants and employees as overtime exempt or non-exempt) in the last four (4) years.

To the Knowledge of Seller, no Employee, Excluded Employee or other service provider of Seller or the Transferred Subsidiaries is in

material violation of any term of any employment or service agreement, non-disclosure agreement, invention assignment agreement, non-competition

agreement or restrictive covenant to a former employer or other Person relating to the right of any such Person to be employed by or

perform services for Seller or the Transferred Subsidiaries, as applicable.

(h)            Except

as set forth in Section 4.11(h)(i) of the Disclosure Schedule, in the last four (4) years, no allegations of sexual

harassment, sexual misconduct, harassment, discrimination, retaliation, violence or similar misconduct have been made internally to or

threatened in writing or, to the Knowledge of the Seller, orally, against any Employee or any Excluded Employee, or any officer, director, Individual

Independent Contractor or other individual service provider of Seller or the Transferred Subsidiaries in their capacity as such. There

is no claim or formal investigation pending or threatened in writing or, to the Knowledge of the Sellers, orally, by any Governmental

Entity or third party with respect to any Employee or any Excluded Employee, or any officer, director, Individual Independent Contractor

or other individual service provider in connection with the foregoing. Except as set forth in Section 4.11(h)(ii) of

the Disclosure Schedule, neither Seller nor the Transferred Subsidiaries have entered into any settlement agreement or conducted any

formal investigation related to allegations of sexual harassment, sexual misconduct, harassment, discrimination, retaliation, violence

or similar misconduct related to any Employee or any Excluded Employee, or any officer director, Individual Independent Contractor

or other individual service provider of Seller or the Transferred Subsidiaries in their capacity as such. To the Knowledge of the Seller,

there are no facts that would reasonably be expected to give rise to a claim of sexual harassment, sexual misconduct, harassment, discrimination,

retaliation, violence or similar misconduct against or involving Seller, the Transferred Subsidiaries, or any of their Employees or any

Excluded Employees, or any officers, directors, Individual Independent Contractors or other individual service providers acting

in their capacity as such.

(i)            In

the last four (4) years, neither Seller nor any Transferred Subsidiaries have ever had any strike, slowdown, work stoppage, boycott,

picketing, lockout, or labor dispute, or threat of any of the foregoing. To the Knowledge of the Seller, there are no, and for the past

four (4) years have not been, any organizational efforts, or proceedings of any labor union, labor organization or other employee

collective group (“Union”) to organize any Employees or other service providers of Seller or any Transferred Subsidiary.

There are no Actions, suits, claims, labor disputes or grievances pending or, to the Knowledge of the Seller, threatened relating to

any labor matters involving any Employees or other service providers of Seller or any Transferred Subsidiary, including charges of unfair

labor practices. Neither Seller nor the Transferred Subsidiaries have engaged in any unfair labor practices within the meaning of the

National Labor Relations Act or any applicable state, local or foreign statutory legislation. Neither Seller nor the Transferred Subsidiaries

are presently, nor have either been in the past four (4) years, a party to, or bound by, any Union Contract, nor is there any union

or other employee representative body, nor a duty on the part of the Seller or Transferred Subsidiaries to bargain with any Union or

other employee collective groups, and no Union Contract is being negotiated by Seller or the Transferred Subsidiaries.

(j)            Currently

and in the last three (3) years, there has been no reductions in force, mass or collective dismissals, redundances, layoffs, plant

closings or similar employment losses at the Seller or Transferred Subsidiaries which would trigger notice or other obligations under

any federal, state, local or foreign mass layoff or collective dismissal law (collectively, the “WARN Act”). Currently

and in the last three (3) years, neither Seller nor the Transferred Subsidiaries have incurred any liability or obligation under

the WARN Act. Except as set forth in Section 4.11(j) of the Disclosure Schedule, there have been no “employment

losses” as defined under WARN as to any Employees of the Seller or any of the Transferred Subsidiaries within the ninety (90) day

period prior to the date hereof. Seller has made available to Buyer a list of the locations, dates and reasons for all involuntary terminations

of employment as to any former Employees within the ninety (90) day period prior to the date hereof.

Section 4.12           Employee

Benefit Plans.

(a)            Section 4.12(a) of

the Disclosure Schedule lists all material Benefit Plans. “Benefit Plan” shall mean each “employee benefit plan”

(as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and each other compensation or benefit plan, program,

policy, arrangement or agreement, including any pension, retirement, profit-sharing, bonus, incentive, equity or equity-based compensation,

deferred compensation, stock purchase, severance (excluding payment in lieu of notice), retention, change in control, vacation, fringe

benefit, sick leave, paid time off, health, medical, disability, life insurance, tuition reimbursement, flexible spending account or

similar plan, program, policy, arrangement or agreement, in each case (i) that is sponsored or maintained, or is required to be

sponsored or maintained, by the Seller or any Transferred Subsidiary, (ii) in which present or former employees of the Seller or

any Transferred Subsidiary participate, or (iii) or with respect to which the Seller or any Transferred Subsidiary is obligated

to contribute or has or may have any (direct or contingent) Liability; provided, however, that the term “Benefit

Plan” shall exclude any statutory benefits that are required to be maintained under applicable Law or that are sponsored in whole

or part by any Governmental Entity. Neither the Seller nor any Transferred Subsidiary has any commitment (x) to create, incur material

liability with respect to or cause to exist any other compensation, benefit, fringe benefit or other plan, program, arrangement or agreement

or to enter into any contract or agreement to provide compensation or benefits to any individual, in each case other than as required

by the terms of the Benefit Plans as in effect as of the date hereof, as required by applicable Law or any Governmental Entity, or (y) to

materially modify, change or terminate any Benefit Plan, other than a modification, change or termination required by applicable Law.

With respect to each Benefit Plan, the Seller has delivered or Made Available to the Buyer true, accurate and complete copies of each

of the following: (A) the plan document together with all amendments thereto (or with respect to any unwritten Benefit Plan, a written

summary thereof), (B) if applicable, copies of any trust agreements, custodial agreements or insurance policies, (C) copies

of any summary plan descriptions, (D) in the case of any plan that is intended to be qualified under Section 401(a) of

the Code, a copy of the most recent determination letter or opinion letter from the IRS, (E) in the case of any plan for which Forms

5500 are required to be filed, a copy of the most recently filed Form 5500, with schedules attached, (F) copies of all material,

non-routine written correspondence with any Governmental Entity relating to a Benefit Plan within the last three years; and (G) written

results of any required compliance and nondiscrimination testing for the most recent plan year. The Seller has delivered or Made Available

to the Buyer true, accurate and complete copies of each of the following: (I) the standard agreements evidencing any stock option,

restricted stock unit or other equity or equity-based award issued by Seller or any of its Subsidiaries, and (II) each agreement

evidencing any such award that does not conform in all material respects to the standard agreement.

(b)            (i) All

Benefit Plans have been administered and maintained in all material respects in accordance with their terms and with ERISA, the Code

and other applicable Laws, (ii) each Benefit Plan, and any award thereunder, that is or forms part of a “nonqualified deferred

compensation plan” within the meaning of Section 409A of the Code has been in documentary and operational compliance in all

material respects with the applicable requirements of Section 409A of the Code, (iii) neither the Seller nor any Transferred

Subsidiary has any obligation to gross-up, indemnify or otherwise reimburse any Person for any tax incurred by such person, including

under Section 409A or 4999 of the Code and (iv) each Benefit Plan that is required to be registered under the Laws of a jurisdiction

outside the United States (“Non-U.S. Benefit Plan”) has been registered and maintained in good standing with the appropriate

regulatory authorities.

Benefit Plan that is intended to meet the requirements to be qualified under Section 401(a) of the Code has received a favorable

determination letter or is covered by a favorable opinion letter from the IRS that remains current to the effect that the form of such

Benefit Plan is so qualified, and there are no facts or circumstances that would reasonably be expected to cause such Benefit Plan to

lose such qualification.

(d)            All

required contributions to, and premium payments on account of, each Benefit Plan have been made (or reserves therefor have been provided

on the books of the Seller or the applicable Transferred Subsidiary). With respect to any self-insured Benefit Plan maintained by any

Transferred Subsidiary, the applicable Transferred Subsidiary maintains reserves that are adequate and sufficient to cover all incurred

but not yet reported losses, damages, costs, fines, penalties, fees and expenses and all other anticipated Liabilities. Except as would

not be expected to result in material Liability to the Buyer, all Non-U.S. Benefit Plans that are intended to be funded and/or book reserved

are funded and/or book-reserved, as appropriate, to the extent required under the terms of such Non-U.S. Benefit Plan or applicable Law

based upon the applicable actuarial assumptions.

(e)            There

is no Action (other than those relating to routine claims for benefits) pending or threatened (whether in writing or, to the Knowledge

of Seller, otherwise) relating to a Benefit Plan (including administrative investigations, audits, proceedings by the U.S. Department

of Labor, the Pension Benefit Guaranty Corporation or the IRS).

(f)            Neither

the Seller nor any of its ERISA Affiliates currently, or in the prior six (6) years, has sponsored, maintained, contributed to or

had any obligation to contribute to (or had any liability in respect of) (i) any multiemployer plan within the meaning of Section 3(37)

or Section 4001(a)(3) of ERISA, (ii) any plan that is or was subject to Title IV of ERISA, Sections 412 or 430 of the

Code or Section 302 of ERISA, (iii) a “multiple employer plan” as described in Section 413(c) of the

Code or Section 210 of ERISA, or (iv) a “multiple employer welfare arrangement” as defined in Section 3(40)

of ERISA.

(g)            None

of the Benefit Plans provides for welfare benefits (including medical and life insurance benefits) to any current or former employee,

officer or director of the Seller or any Transferred Subsidiary after such Person terminates employment or service with the Seller or

the applicable Transferred Subsidiary, other than continuation coverage required to be provided under Section 4980B of the Code,

Part 6 of Title I of ERISA or for a limited period of time following a termination of employment pursuant to the terms of an existing

employment, severance or similar agreement in effect as of the date hereof and set forth on Section 4.12(g) of the Disclosure

Schedule.

(h)            Except

as provided in Section 4.12(h) of the Disclosure Schedule, neither the execution and delivery of this Agreement nor

the consummation of the Transactions will (either alone or together with any other event): (i) result in, or cause the accelerated

vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any current or former employee, officer,

director, or other service provider of the Seller or any Transferred Subsidiary; (ii) require the Seller or any Transferred Subsidiary

to set aside any assets to fund any benefits under a Benefit Plan or result in the forgiveness in whole or in part of any outstanding

loans made by the Seller or any Transferred Subsidiary to any Person, or (iii) result in any “parachute payment” (as

defined in Section 280G(b)(2) of the Code).

(i)            Each

Benefit Plan can be amended, terminated or otherwise discontinued in accordance with its terms, without any liability to any Transferred

Subsidiary or Buyer or any of its Subsidiaries (other than routine and ordinary administration expenses or liabilities in respect of

claims incurred prior to such amendment, termination or discontinuance).

Section 4.13           Intellectual

Property.

(a)            Section 4.13(a) of

the Disclosure Schedule contains a true, accurate and complete list of all registered Marks, Patents, Copyrights and Internet Domain

Names, including any pending applications to register any of the foregoing, in each case that constitutes the Registered Intellectual

Property, and all material common law Marks used by Seller or any Transferred Subsidiary in connection with the Business (including any

Business Products). For each listed item, Section 4.13(a) of the Disclosure Schedule indicates, as applicable, the owner,

serial, registration or application numbers, jurisdiction, filing and issuance dates. Except as set forth in Section 4.13(a) of

the Disclosure Schedule, all items of Registered Intellectual Property are subsisting and are valid and enforceable (or, with respect

to pending applications for Registered Intellectual Property, are validly applied for), except where the failure to be valid or enforceable

would not have a Material Adverse Effect. Except as set forth in Section 4.13(a) of the Disclosure Schedule, as of the

date of this Agreement, all registrations, maintenance and renewal fees have been made and Section 4.13(a) of the Disclosure

Schedule sets forth any actions, filings or fees that will be due within one hundred twenty (120) days following the Closing Date,

and all necessary documents, assignments, recordations and certifications in connection with the Registered Intellectual Property have

been filed with the relevant Governmental Entity in the United States and foreign jurisdictions, as the case may be, for the purpose

of maintaining, prosecuting and perfecting such registrations, except where the failure to make such payment or filing has not been and

would not reasonably be expected to be, material to the Business. There are no breaks in chain-of-title for Registered Intellectual Property

that are material to the ownership of such Registered Intellectual Property by Seller or a Transferred Subsidiary. The Seller has Made

Available to Buyer copies of all of the Seller’s and the Transferred Subsidiaries’ material pending patent applications.

None of the material Registered Intellectual Property is involved in any proceedings regarding the ownership, use, validity, scope or

enforceability thereof. To the Knowledge of Seller, there are no facts that could reasonably be expected to provide a valid basis to

contest or challenge the Seller’s or the Transferred Subsidiaries’ ownership, right to use, the validity, scope or enforceability

of the Registered Intellectual Property that is material or adversely affect, limit or restrict the ability of Buyer or its Affiliates

to use and practice the Owned Intellectual Property (including any Registered Intellectual Property) post-Closing.

(b)            The

Seller or a Transferred Subsidiary, as applicable, owns exclusively (including the sole right to enforce) each item of Owned Intellectual

Property free and clear of any Liens (other than Permitted Liens) and otherwise has the valid and enforceable right to use all other

Intellectual Property that is material to or necessary for the conduct of the Business as currently conducted.

material Owned Intellectual Property is jointly owned. The Owned Intellectual Property and the Seller Licensed Intellectual Property

include all of the Intellectual Property necessary and sufficient to conduct the Business, on a standalone basis, in all material respects

in the manner conducted by the Seller and its Subsidiaries immediately prior to the Closing and as currently conducted. Neither the Seller

nor the Transferred Subsidiaries has agreed to transfer ownership of, or granted any exclusive rights in, any Owned Intellectual Property

material to the Business to any third party. No third party has any ownership right, title, interest, claim in, lien on, or option on

any of the material Owned Intellectual Property (other than Permitted Liens). Except as set forth in Section 4.13(c) of

the Disclosure Schedule, to the Knowledge of Seller, no Third Party has infringed, misappropriated or otherwise violated, or is infringing,

misappropriating, or otherwise violating, any Owned Intellectual Property. No actions, claims or allegations that a Person is infringing,

violating or misappropriating any Owned Intellectual Property are pending or threatened, nor have been brought against a third party

that remain unresolved.

(d)            Except

as would not cause material liability, neither Seller nor any Transferred Subsidiary, or the conduct of the Business (including the development,

use, sale, offering for sale, importation, distribution and other commercialization of the Business Products and the development of the

Developing Business Products) as currently conducted by the Seller or any Transferred Subsidiary, as applicable, is infringing, misappropriating

or otherwise violating any Third Party’s Intellectual Property, or has infringed, misappropriated or otherwise violated any Third

Party’s Intellectual Property within the past six (6) years, and does not constitute, and has not constituted, unfair competition.

Neither the Seller nor any Transferred Subsidiary is a party to any Action (other than any Action against the Seller or any Transferred

Subsidiary that has been filed but not yet served and for which neither the Seller nor any Transferred Subsidiary has received any written

or, to Seller’s Knowledge, oral notice) that includes a claim that any Transferred Subsidiary, or the conduct of the Business by

the Seller or any Transferred Subsidiary, has infringed, misappropriated, diluted or violated any Third Party Intellectual Property,

and except as set forth in Section 4.13(d) of the Disclosure Schedule, neither the Seller nor any Transferred Subsidiary

has within the past three years received written or, to Seller’s Knowledge, oral notice of any pending or threatened Action of

the foregoing and, to the Knowledge of Seller, there is no valid basis for such an Action. Neither the Seller nor any Transferred Subsidiary

has received any written or oral notice challenging the Seller’s or any Transferred Subsidiary’s ownership of any Owned Intellectual

Property or the validity or enforceability of any Owned Intellectual Property.

(e)            Except

as set forth in Section 4.13(e) of the Disclosure Schedule, all Owned Intellectual Property that is material to or necessary

for the conduct of the Business as currently conducted was developed by Persons who have executed appropriate written instruments of

assignment in favor of the Seller or a Transferred Subsidiary as assignee that (i) have conveyed to the Seller or a Transferred

Subsidiary ownership of all of such Person’s rights in any and all Intellectual Property created by such Person in connection with

such work, (ii) to the extent permitted under applicable Law, waives such Person’s moral rights, and (iii) provide reasonable

protection for the Trade Secrets of the Seller and the Transferred Subsidiaries (the “Inventions Assignment Agreements”).

No Contributor of the Seller or any Transferred Subsidiary who has developed any Owned Intellectual Property that is material to or necessary

for the conduct of the Business as currently conducted is in default or breach of any term of any Inventions Assignment Agreement, except

where the breach or default is not material. No present or former Contributor of the Seller or any Transferred Subsidiary has any ownership,

license or other right, title or interest, directly or indirectly, in whole or in part, in any material Business Product or Owned Intellectual

Property. No current or former Contributor of the Seller or any Transferred Subsidiary conceived or developed any material Owned Intellectual

Property while serving as an employee of any Person besides the Seller or any Transferred Subsidiary. No funding, facilities or personnel

of any R&D Sponsor were used to develop or create, in whole or in part, any material Owned Intellectual Property. No R&D Sponsor

has any claim of right to, ownership of or other Lien on any material Owned Intellectual Property other than a non-exclusive license

to use such Owned Intellectual Property solely for the benefit of Seller and the Transferred Subsidiaries on customary terms in the ordinary

course of business.

(f)            Each

of the Seller and the Transferred Subsidiaries takes and has taken all reasonable steps and actions common in the industry to maintain

and protect all of the material Owned Intellectual Property and to safeguard and maintain the secrecy and confidentiality of, and proprietary

rights in, all material Trade Secrets included in the Owned Intellectual Property. Neither the Seller nor the Transferred Subsidiaries

have disclosed any confidential Owned Intellectual Property to any Person other than the Seller or the Transferred Subsidiaries other

than pursuant to a confidentiality agreement pursuant to which such third party agrees to protect such confidential information except

where failure to do so would not be material. There has been no breach of such confidentiality agreements on the part of the Seller or

by any third party with respect to Trade Secrets which has created any material liability.

(g)            Except

as set forth in Section 4.13(g) of the Disclosure Schedule, the consummation of the Transactions will not result in

the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other Person in respect

of, the right to own, use, or hold for use any of the Intellectual Property that is material to or necessary for the conduct of the Business

as currently conducted as the same is owned, used, or held for use in conduct of the Business as currently conducted.

(h)            Except

as would not reasonably be material to the Business, no proprietary Software included in the Purchased Assets uses or incorporates, or

is derived from, any Open Source Software in a manner that requires: (i) the disclosure, delivery, licensing or distribution of

any source code of proprietary Software included in the Purchased Assets; (ii) any proprietary Software included in the Purchased

Assets to be made available to any Person; or (iii) otherwise imposes an obligation on the Seller or any Transferred Subsidiary

to distribute any Software included in the Purchased Assets on a royalty-free basis or to grant any rights or immunities under any Owned

Intellectual Property. Each of the Seller and the Transferred Subsidiaries is and has been in compliance with the terms and conditions

of all licenses for Open Source Software used in connection with the Business, Business Products and Developing Business Products, including

all obligations regarding attribution notices, copyright statements, disclaimers, license terms and source code availability requirements,

except where failure to do so would not create material liability. Neither the Seller nor any Transferred Subsidiary has received a written

notice or request from any Person to disclose, distribute or license Business Products or Developing Business Products pursuant to an

Open Source Software license, or alleging noncompliance with any Open Source Software license. Neither Seller nor the Transferred Subsidiaries

have licensed any material, proprietary Software included in the Purchased Assets under the terms of an Open Source Software license.

(i)            No

Seller or Affiliate of Seller has disclosed, licensed, delivered or otherwise made available, or obligated itself to disclose, deliver

or license, to any other Person, or permitted the disclosure or delivery from any escrow agent or other Person, of any source code of

any material Software included in the Purchased Assets, Business Products or Developing Business Products, other than disclosures to

employees, contractors and consultants (i) involved in the development of Business Products and Developing Business Products and

(ii) subject to a written confidentiality agreement. No event has occurred, and no circumstance or condition exists, that (with

or without notice or lapse of time, or both) will, or would reasonably be expected to, result in the disclosure or delivery by the Seller

or any Affiliate of Seller, or any Person acting on the Seller’s or Affiliates’ behalf, of any such source code of material

Software included in the Purchased Assets. Neither the execution nor performance of this Agreement nor the consummation of any of the

transactions contemplated hereby will result in a release from escrow or other delivery to a third party of any source code of material

Software included in the Purchased Assets. The Seller and the Transferred Subsidiaries possess all material source code and other documentation

and materials necessary or useful to compile and operate the Business Products and to develop the Developing Business Products, except

where the failure to possess such source code or documentation would not be material to the Business.

(j)            The

Seller and the Transferred Subsidiaries use all Generative AI Tools in material compliance with the applicable license terms, consents,

agreements and Laws.

(k)            The

Seller and the Transferred Subsidiaries do not, and have not, developed, trained, fine-tuned, enhanced or improved any AI Technology

or Business AI Product. Accordingly, neither the Seller nor the Transferred Subsidiaries has used, created, collected, scraped, generated

or maintained any data intended to be used as Training Data, nor do any of them own, control, possess or have rights to use any data

intended to be used as Training Data.

(l)            Neither

Seller nor the Transferred Subsidiaries has included, and none of them include, any sensitive Personal Information, material Trade Secrets

or material confidential or proprietary information of the Seller, the Transferred Subsidiaries or any third Person under an obligation

of confidentiality by the Seller or the Transferred Subsidiaries in any prompts or inputs into any Generative AI Tools, except in cases

where such Generative AI Tools do not use such information, prompts or services to train the machine learning or algorithm of such tools

or improve the services related to such tools.

(m)            Neither

Seller nor the Transferred Subsidiaries have used Generative AI Tools to develop any material Owned Intellectual Property that the Seller

or any Transferred Subsidiary intended to maintain as proprietary in a manner that it believes would materially affect the Seller’s

or its Transferred Subsidiaries’ ownership or rights therein.

(n)            The

Seller and the Transferred Subsidiaries have implemented and maintained appropriate controls, policies, procedures, safeguards, measures

and plans with respect to the Seller’s and the Transferred Subsidiaries’ use of AI Technology reasonably designed to mitigate

risks of regurgitation, copyright infringement, trade secret misappropriation, or the production and use of output that is incorrect,

inappropriate or otherwise harms or violates a Person’s rights.

(o)            There

have been (i) no claims or allegations received by any of Seller or the Transferred Subsidiaries in writing or, to Seller’s

Knowledge, made orally, challenging the Seller’s or the Transferred Subsidiaries’ ethical or responsible use of AI Technologies;

and (ii) no written request for information or testimony from regulators or legislators concerning any Business AI Product.

(p)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) the computer, information

technology and data processing systems, facilities and services that are owned or controlled by the Seller and the Transferred Subsidiaries

or otherwise used in the operation of the Business (collectively, the “Systems”), are sufficient for the conduct of

the Business as currently conducted; (ii) the Systems are in good working condition to effectively perform all computing, information

technology and data processing operations necessary for the operation of the Business as currently conducted; (iii) the Systems

do not contain any “time bombs,” “Trojan horses,” “back doors,” “trap doors,” “worms,”

viruses, bugs, faults, devices or elements that: (A) enable or assist any Person to access without authorization such Systems; or

(B) otherwise materially adversely affect the functionality of such Systems. There has been no material failure, malfunction, breakdown

or other adverse event affecting any System, and where such effects on the Systems have not been materially cured, there has been no

material actual or alleged unauthorized access, use, intrusion, disruption or breach of security affecting any System, or any other material

loss, unauthorized access, use, disclosure, or theft of any Business Data, including any sensitive or confidential information (including

Personal Information), in the possession or control of the Seller or any Transferred Subsidiary or, to the Knowledge of the Seller, in

the possession or control of any subcontractor or service provider. The Seller and the Transferred Subsidiaries have not paid, nor have

they directed the payment of, any ransomware demand payment to a third party.

(q)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Business Products and the

Developing Business Products do not contain any harmful or malicious code, including any “back door,” “drop dead device,”

“time bomb,” “Trojan horse,” “virus,” “ransomware,” “worm” or any other computer

code or any other mechanisms that causes, results in or permits any disruption, disablement, erasure or harm in any way to such Business

Products’ operation, or causes such Business Products or Developing Business Products to damage or corrupt any data, hardware,

storage media, programs, equipment or communications of any Person, or allows or permits any Person to access such software or any data,

hardware, storage media, programs, equipment or communications without authorization (collectively, “Harmful Code”).

The Seller and the Transferred Subsidiaries employ measures consistent with leading industry practice designed to ensure that all such

software and systems contain no Harmful Code. The Business Products comply in all material respects with any applicable warranty or contractual

commitment relating to the use, functionality or performance of such Business Product entered into by the Seller or any Transferred Subsidiary

of Seller, and there are no pending or threatened claims alleging any such failure or any pending or threatened warranty or indemnification

claims, except, in each case, where failure to do so would not be material or result in material liability.

(r)            The

Seller or the Transferred Subsidiaries have not granted any options, licenses or agreements of any kind relating to any material Owned

Intellectual Property outside of nonexclusive licenses substantially in the form of Seller's then-current form of agreement which have

been Made Available to Buyer and non-exclusive license agreements made in the ordinary course of business on terms that both are consistent

with past practice and would not be expected to result in material liability to the Seller or any Transferred Subsidiary. Neither the

Seller nor the Transferred Subsidiaries are obligated to pay any material royalties or other payments to third parties with respect to

the marketing, sale, distribution, manufacture, license or use of any Business Products or Owned Intellectual Property. None of the Seller’s

Intellectual Property agreements grants any Person exclusive rights to or under any material Owned Intellectual Property or grants any

third party the right to sublicense any material Owned Intellectual Property.

(s)            The

Seller has not and has never been a member of, a contributor to, or affiliated with, any industry standards organization, body, working

group or similar organization in relation to the Business and no Owned Intellectual Property is subject to any licensing, assignment,

contribution, disclosure or other requirement or restriction of any industry standards organization, body, working group, or similar

organization.

(t)            Except

as would not be expected to result in material liability to the Seller or any Transferred Subsidiary, no Business Products or service

related thereto is subject to any guaranty, warranty, right of return, right of credit or other indemnity. There have been no product

liability claims relating to the Business, any Business Products or any services related thereto and, to Seller’s Knowledge, there

is no particular reason to expect any is forthcoming.

(u)            Section 4.13(u)(i) of

the Disclosure Schedule contains a complete and accurate list of all Contracts for all SaaS services and cloud services used (or retained

for use) by any of the Seller or the Transferred Subsidiaries in connection with any of delivery, operation, provision, or hosting of

any of the Business Products or Developing Business Products. Section 4.13(u)(ii) of the Disclosure Schedule contains

a complete and accurate list of all Contracts used (or held for use) in or necessary for the Business to which Seller or any Transferred

Subsidiary is a party, or by which Seller or any Transferred Subsidiary is otherwise bound, under which any Seller or any Transferred

Subsidiary has granted to any other Person, any license, non-assert, covenant, release, immunity or other right under or with respect

to any Owned Intellectual Property or Business Products (excluding Non-Scheduled Outbound Contracts). Section 4.13(u)(iii) of

the Disclosure Schedule contains a complete and accurate list of all Contracts used (or held for use) in or necessary for the Business

to which Seller or any Transferred Subsidiary is a party, or by which Seller or any Transferred Subsidiary is otherwise bound, under

which any Person has granted to any of Seller or any Transferred Subsidiary, any license, non-assert, covenant, release, immunity or

other right under or with respect to any Intellectual Property or Technology as currently conducted (excluding the Non-Scheduled Inbound

Contracts). Each Contract set forth in Section 4.13(u) of the Disclosure Schedule, along with all other Contracts with

any license, non-assert, covenant, release, immunity or other right to or under Intellectual Property, including the Non-Scheduled Inbound

Contracts and the Non-Scheduled Outbound Contracts (collectively, the “IP Agreements”) is a valid and binding obligation

of the Seller or the Transferred Subsidiary, as applicable, and, to the Knowledge of the Seller, the other party or parties thereto,

and, in each case, is enforceable against such party or parties in accordance with its terms, subject to the effects of bankruptcy, insolvency,

fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally,

and general equitable principles (whether considered in a proceeding in equity or at Law), and is in full force and effect; (ii) the

Seller or the applicable Transferred Subsidiary party thereto is not in material breach or default under any IP Agreement, except where

a breach or default would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There are

no pending material disputes regarding any IP Agreement.

(v)            None

of the Business Products implements or accesses any portion of any proprietary protocols, application programming interfaces (APIs) or

specifications developed or promulgated by any Person for which the Seller or any Transferred Subsidiary has not acquired a valid and

enforceable right to access, implement and use, except where failure to do so would not be material. No Business Products obtain data

or information through screen scraping, data scraping or other automated methods for which permission has not been obtained or that violate

any applicable Law or Contract, except where doing so has not created any material liability.

(w)            There

are no Contracts pursuant to which Seller or any Transferred Subsidiary has granted or is required to grant to any prior, existing or

future Affiliate of Seller (other than a Transferred Subsidiary) any license, covenant, release, immunity or other right with respect

to or under the Owned Intellectual Property.

Section 4.14           Data

Protection and Privacy.

(a)            Each

of the Seller and the Transferred Subsidiaries has in place and at all times has had in place and complied with reasonable, written policies

and procedures concerning the collection, use, disclosure, disposal, privacy, protection, security and other Processing of Personal Information

and other confidential information and information protected by Privacy Requirements (the “Privacy and Information Security

Policies”). The Seller has Made Available a true, correct and complete copy of each Privacy and Information Security Policy

currently in effect.

(b)            Each

of the Seller and the Transferred Subsidiaries complies and has, at all times, complied with (i) in all material respects, applicable

Laws relating to the collection, use, disclosure, disposal, privacy, protection, security and other Processing of Personal Information,

data security and cybersecurity, and marketing (“Privacy Laws”); (ii) all applicable industry guidelines and

self-regulatory programs, in each case, binding on the Seller, including, as applicable, the PCI Security Standards Council’s Payment

Card Industry Data Security Standard (PCI-DSS) and all other applicable security rules and requirements as promulgated by the PCI

Security Standards Council, by any member thereof, or by any entity that functions as a card brand, card association, card network, payment

processor, acquiring bank, merchant bank or issuing bank (“PCI Requirements”); and (iii) all Contracts to which

the Seller or a Transferred Subsidiary is a party that are applicable to Personal Information Processing, including, but not limited

to, “business associate agreements” under HIPAA (collectively, “Privacy Agreements”).

Seller and the Transferred Subsidiaries have provided notifications to, and have obtained consent from, Persons regarding their Processing

activities where such notice or consent is required by Privacy Requirements. The Seller and the Transferred Subsidiaries have provided

all notices and obtained all consents required under applicable Privacy Requirements in connection with any use of cookies, device, browser,

cross-device, user, account or other tracking or similar technology. There has been no interception, disclosure of, provision of access

to, or other processing of electronic communications or other information by or for the Seller or the Transferred Subsidiaries in violation

of any Privacy Requirements. The Seller and the Transferred Subsidiaries are, and at all times have been, in compliance with all applicable

laws and regulations pertaining to sales, marketing, and electronic communications, including, without limitation, the CAN-SPAM Act,

the Telephone Consumer Protection Act, and the Telemarketing Sales Rule.

(d)            Neither

the Seller nor any Transferred Subsidiary has suffered a data breach of its customers’ Personal Information that would require

notification to any Person under applicable Privacy Requirements. Except as set forth in Section 4.14(d) of the Disclosure

Schedule, neither the Seller nor any Transferred Subsidiary is or has been subject to any Action, regulatory enforcement actions, or

other claim, complaint, demand, audit or inquiry, from any Person alleging noncompliance with any applicable Privacy Requirements, and,

to the Knowledge of Seller, no such Action or regulatory enforcement action is threatened against the Seller or any Transferred Subsidiary.

Neither the execution, delivery or performance of this Agreement nor any of the other agreements contemplated by this Agreement will

violate in any material respects any applicable Privacy Requirements by which Seller or any of the Transferred Subsidiaries is currently

bound. The Seller and the Transferred Subsidiaries have all necessary right, title and interest in the Business Data, including Personal

Information, Processed by or on behalf of the Seller or the Transferred Subsidiaries to permit the Seller and the Transferred Subsidiaries

to use such information consistent with the Transactions and the Seller’s and the Transferred Subsidiaries’ current operations.

(e)            The

Seller and the Transferred Subsidiaries maintain and at all times have maintained a commercially reasonable information security program

that includes safeguards designed to protect the security, confidentiality, and integrity of the Systems (including Personal Information

in the Seller’s or any Transferred Subsidiary’s possession and control) and the Business Data. The Seller and each Transferred

Subsidiary maintains commercially reasonable backup and data recovery, disaster recovery, and business continuity plans, procedures,

and facilities, and acts in material compliance with all of the Seller’s and the Transferred Subsidiaries’ policies related

to the foregoing. The Seller and the Transferred Subsidiaries are not subject to Executive Order 14117 (Preventing Access to U.S. Sensitive

Personal Data and Government-Related Data by Countries of Concern or Covered Persons) and its implementing regulations found at 28 C.F.R

Sec. 202.

(f)            The

Seller and the Transferred Subsidiaries contractually require all third parties, including vendors, affiliates and other Persons providing

services to the Seller and the Transferred Subsidiaries that have access to or receive Personal Information from or on behalf of the

Seller or the Transferred Subsidiaries to comply with all applicable Privacy Laws, and to take all reasonable steps to ensure that all

Personal Information in such third parties’ possession or control is protected against damage, loss and against unauthorized access,

acquisition, use, modification, disclosure or other misuse.

(g)            Where

required by HIPAA, Seller and the Transferred Subsidiaries have each entered into contracts that address the provisions for “business

associate contracts,” in each instance where (i) Seller or a Transferred Subsidiary acts as a business associate (as defined

in 45 C.F.R. § 160.103) to a third party or (ii) a third party otherwise acts as a business associate or business associate

subcontractor to Seller or a Transferred Subsidiary. The Seller and the Transferred Subsidiaries have had in place, at all times, policies

and procedures that comply in all material respects with HIPAA (“HIPAA Policies and Procedures”). The Seller, the

Transferred Subsidiaries, and their respective direct and indirect owners, shareholders, members, partners, managers, officers, employees,

agents and independent contractors are, and have been, in material compliance with HIPAA and the HIPAA Policies and Procedures. Seller

and each Transferred Subsidiary have provided its respective “workforce” (as defined under HIPAA) training with respect to

HIPAA upon hire and at least annually thereafter. There have not been any Actions conducted, or claims asserted by any Person against

the Seller or a Transferred Subsidiary regarding the Seller or a Transferred Subsidiary’s non-compliance with HIPAA, including,

but not limited to, any claim regarding improper collection, maintenance, storage, use, loss, destruction, compromise, disclosure or

transfer of protected health information by any Person in connection with the Seller or Transferred Subsidiaries operations (including

any request that the Seller or Transferred Subsidiaries make available to the Secretary of the Department of Health and Human Services

or any other Governmental Entity the Seller’s internal practices, books and records relating to the use and disclosure of protected

health information). Seller and the Transferred Subsidiaries have each undertaken efforts to assess risks and vulnerabilities to its

systems that maintain Protected Health Information, including conducting a HIPAA Security Risk Analysis, penetration testing, and phishing

tests pursuant to the standards set forth at 45 C.F.R. §§ 164.306 and 164.308(a)(1)(ii)(A), taking into account the factors

set forth in 45 C.F.R. § 164.306(b)(2)(i)-(iv), have created and maintained documentation in accordance with 45 C.F.R. § 164.316,

and have addressed any high or critical vulnerabilities identified on such security risk assessments. Neither Seller nor any of the Transferred

Subsidiaries de-identify any “protected health information” for their own purposes.

(h)            Other

than the matters set forth on Section 2.4(o) of the Disclosure Schedule, to the Knowledge of the Seller, there has not

been any actual or alleged data privacy or data security breach or incident, security failure or non-compliance with any data privacy

or data security requirement under applicable Law or Contract that has resulted in, or would reasonably be expected to result in, any

material Liability to the Seller, any Transferred Subsidiary or the Business.

Section 4.15           Taxes.

(a)            All

Income Tax and other material Tax Returns that are required to be filed by or with respect to each Transferred Subsidiary and/or the

Transferred Business have been timely filed (taking into account any valid extensions of time in which to file) and such Tax Returns

are true, correct and complete in all material respects. All Income Taxes and all other material Taxes (whether or not shown to be due

on such Tax Returns) that are due and payable by or with respect to each Transferred Subsidiary and/or the Transferred Business have

been timely paid other than Taxes that are being contested in good faith by appropriate proceedings and are adequately reserved for in

the books and records of the Seller or applicable Transferred Subsidiary. Other than Liens described in clause (a) of the definition

of Permitted Liens, there are no Liens with respect to Taxes upon any of the Purchased Assets or any assets or equity interests of a

Transferred Subsidiary.

(b)            The

Seller, with respect to the Transferred Business, and each Transferred Subsidiary (i) has complied in all material respects with

all applicable Laws relating to the payment and withholding of Taxes (including all record retention, information reporting and backup

withholding requirements in respect of payments made by the Seller or the Transferred Subsidiaries or sales or services provided by (or

to) the Seller or the Transferred Subsidiaries) and (ii) has withheld and paid over to the appropriate Governmental Entities all

material amounts required to be so withheld and paid over under all applicable Laws.

are (i) no outstanding federal, state, local or foreign audits, examinations or other administrative proceedings that have been

commenced or are pending (or which have been threatened in writing), and (ii) no claims, assessments or deficiencies against any

Seller or any Transferred Subsidiary for any Taxes that have been asserted, proposed or threatened in writing by any Tax authority which

has not been fully and finally resolved, in each case of clauses (i) and (ii), with regard to any Tax Returns or Taxes of or with

respect to each Transferred Subsidiary or the Transferred Business.

(d)            Neither

the Seller, in respect of Taxes of or with respect to the Transferred Business, nor any Transferred Subsidiary has (i) waived any

statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, in each

case where such waiver or extension agreement remains in effect, (ii) made or entered into any consent or agreement as to Taxes

that will remain in effect following the Closing Date, (iii) participated in, been a party to or been a promoter of any “reportable

transaction” within the meaning of Treasury Regulations Section 1.6011-4(b), or (iv) received or applied for a private

letter ruling, administrative relief, technical advice or any analogous request relating to Taxes that will remain in effect following

the Closing Date.

(e)            Neither

the Seller, in respect of Taxes of or with respect to the Transferred Business or the Purchased Assets, nor any Transferred Subsidiary

is a party to any Tax sharing, Tax allocation or Tax indemnity Contract or similar agreement (other than an agreement entered into in

the ordinary course of business the principal subject matter of which is not Taxes) with any Person, and, after the Closing Date, no

such agreement or similar arrangement entered into prior to the Closing Date will be binding nor will there be any unsatisfied Liability

thereunder for any amounts due in respect of periods prior to the Closing Date.

(f)            Section 4.15(f) of

the Disclosure Schedule sets forth the U.S. federal income tax classification of each of the Transferred Subsidiaries as of the date

hereof, and indicates all entities for which an election has been made under Treasury Regulations Section 301.7701-3 and the effective

date of such election.

(g)            No

Transferred Subsidiary (i) has been a member of an affiliated group of corporations that filed Tax Returns on a combined, consolidated

or unitary basis (other than a group of which the Seller or another Transferred Subsidiary is or was the ultimate parent) or (ii) has

any Liability for Taxes of any Person (other than the members of a combined, consolidated or unitary group of which the Seller or another

Transferred Subsidiary is or was the ultimate parent), whether under Treasury Regulations Section 1.1502-6 (or any similar provision

of state, local, or foreign Law), as a transferee or successor, by Contract, or by operation of applicable Law.

(h)            No

claim has been made in writing by a Tax authority in a jurisdiction where any of the Transferred Subsidiaries or, in respect of the Transferred

Business, the Seller does not file Tax Returns or pay Taxes to the effect that any Transferred Subsidiary or the Seller, as applicable,

is required to file Tax Returns in, or may be subject to taxation by, that jurisdiction, which claim has not since been resolved.

(i)            No

Purchased Asset and no Transferred Subsidiary is or has ever been a party to any joint venture, partnership or other arrangement or Contract

that is treated (or could reasonably be expected to be treated) as a partnership for U.S. federal income Tax purposes.

(j)            Seller,

in respect of the Transferred Business, and each Transferred Subsidiary have complied in all respects with their obligations to (i) collect

all sales, use, ad valorem, value added and similar Taxes required to be collected, including without limitation, value added tax for

services provided by third parties, and remit such amounts to the appropriate Tax authorities or (ii) for all sales made without

charging or remitting sales or similar Taxes, obtain and retain any appropriate Tax exemption certificates and other documentation qualifying

such sales as exempt.

(k)            No

Transferred Subsidiary (nor Buyer, in respect of any Transferred Subsidiary) will be required to include any material item of income

in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date

as a result of: (A) any change in, or use of improper, method of accounting for any Pre-Closing Tax Period, (B) any “closing

agreement,” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign

Tax Law) executed prior to the Closing, (C) any “intercompany transaction” or any “excess loss account”

(within the meaning of Treasury Regulations Sections 1.1502-13 and 1.1502-19, respectively) (or any corresponding or similar provisions

of state, local or foreign Tax Law) occurring or arising with respect to any transaction prior to the Closing, (D) any installment

sale, open transaction disposition or other transaction made on or prior to the Closing Date, (E) any prepaid amount, advance payment

or deferred revenue accrued or received on or prior to the Closing Date, (F) any gain recognition agreement to which any Transferred

Subsidiary is a party under Section 367 of the Code (or any corresponding or similar provision of income Tax Law), or (G) any

income inclusion pursuant to Sections 951 or 951A attributable to a Pre-Closing Period with respect to any interest held by any Transferred

Subsidiary in a “controlled foreign corporation” (as that term is defined in Section 957 of the Code) on or before the

Closing Date. No Transferred Subsidiary will be required to make any payment after the Closing Date as a result of an election under

Section 965(h) of the Code.

(l)            No

Transferred Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” in a

transaction (or series of transactions) in the past three (3) years intended to be governed in whole or in part by Section 355

or Section 361 of the Code (or any similar provision of state, local or non-U.S. Law).

(m)            Each

Transferred Subsidiary is in compliance in all material respects with all applicable (i) transfer pricing laws and regulations,

and (ii) escheat and unclaimed property laws and regulations.

(n)            No

Transferred Subsidiary (i) has claimed the “employee retention credit” within the meaning of Section 2301 of the

Coronavirus Aid, Relief, and Economic Security Act of 2020 (Pub. L. 116-136 (2020)), as enacted March 27, 2020 and amended from

time to time or any Tax credit under the Families First Coronavirus Response Act of 2020, (ii) is or has ever been a “United

States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the applicable period

specified in Section 897(c)(1)(A)(ii) of the Code, (iii) has, nor has it ever had, a permanent establishment, an office

or fixed place of business, or has engaged in a trade or business, in any country other than its country of formation and residence that

subjected it to Tax in such country, (iv) is, owns, or has ever owned, directly or indirectly, an interest in any entity that is

a “passive foreign investment company” within the meaning of Section 1297 of the Code, (v) to the extent such Transferred

Subsidiary is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code, owns (directly

or indirectly) an “investment in United States property” for purposes of Section 956 of the Code, and/or (vi) to

the extent such Transferred Subsidiary was organized in a jurisdiction other than the United States, is a “surrogate foreign corporation”

within the meaning of Section 7874(a)(2)(B) of the Code.

Section 4.16           Environmental

Matters.

(a)            Except

as described in Section 4.16(a) of the Disclosure Schedule, each of the Seller and the Transferred Subsidiaries is,

and has been in the previous five (5) years, in compliance with all applicable Environmental Laws in all material respects.

(b)            Except

as set forth in Section 4.16(b) of the Disclosure Schedule, (i) during the last three years, neither the Seller

nor any Transferred Subsidiary has received any written, or to the Knowledge of the Seller, oral, notice from any Governmental Entity

or other Person asserting that any condition exists at any Leased Real Property that constitutes or has resulted in a violation of any

Environmental Law or that any claim is being asserted against the Seller or any Transferred Subsidiary by reason of any such violation;

(ii) there are no material Environmental Claims pending, or, to the Knowledge of the Seller, threatened, against the Seller or any

Transferred Subsidiary; (iii) no Hazardous Substances generated, stored, used, owned or controlled by the Seller, any Transferred

Subsidiary or their agents or Representatives (or by any previous owner or operator of any Leased Real Property) have been Released into

the environment at any Leased Real Property in excess of a reportable quantity under Environmental Law that has not been remediated to

the extent required by Environmental Law or Governmental Entity; (iv) no Lien (other than Permitted Liens) has been recorded under

any Environmental Law against the Seller’s or any Transferred Subsidiary’s, as applicable, interest in any Leased Real Property;

and (v) none of the Leased Real Property is listed or is proposed for listing on any national or state list of sites promulgated

under any Environmental Law and requiring removal, remedial response or corrective action pursuant to any Environmental Law by the Seller,

any Transferred Subsidiary or Governmental Entity.

Seller has delivered or Made Available to the Buyer all material environmental assessments, reports, data, results of investigations

and audits created in the past three (3) years regarding the compliance (or noncompliance) by the Seller or any Transferred Subsidiary

with any Environmental Laws.

Section 4.17           Insurance.

The Seller has Made Available to the Buyer true and complete copies of all insurance policies and bonds held by or for the benefit of

the Seller, the Transferred Subsidiaries and the Business (the “Insurance Policies”). With respect to all such Insurance

Policies, (a) all such Insurance Policies are valid and enforceable and in full force and effect (except as the enforceability of

any such Insurance Policy may be limited by the insurer’s bankruptcy, insolvency, moratorium and other similar Laws relating to

or affecting creditors’ rights generally or by general equitable principles), (b) all premiums owing in respect thereof have

been timely paid, and (c) the Seller and the Transferred Subsidiaries have not received any written notice of premium increase,

material change or cancellation of any of its Insurance Policies as to which the Seller and the Transferred Subsidiaries have not obtained

replacement insurance of similar scope and amount. As of the date of this Agreement, there is no claim by the Seller or any Transferred

Subsidiary pending under any of the Insurance Policies and no such pending claim has been questioned, denied or disputed by the underwriters

of such Insurance Policies or in respect of which there is an outstanding reservation of rights or where available insurance coverage

(inclusive of defense costs) will be exceeded, except for those listed on Section 4.17 of the Disclosure Schedules. All claims,

events and occurrences that may be covered under any Insurance Policy have been noticed pursuant to the conditions in such policy. The

Seller has Made Available to the Buyer reasonably in advance of the date of this Agreement complete and accurate copies of five (5) years

of loss runs of the Insurance Policies. The Seller, Transferred Subsidiaries, and the Business are in compliance with the terms and conditions

of all the Insurance Policies. The Insurance Policies comply in all material respects with all contractual and statutory obligations

of the Seller, the Transferred Subsidiaries, and the Business and provide all insurance coverage required to be maintained by the Seller,

Transferred Subsidiaries, and the Business under the terms of any Contracts to which the Seller, the Transferred Subsidiaries, and the

Business are a party or otherwise bound. No Insurance Policies are written on a retrospective, audited or similar premium basis. No Insurance

Policies are on a fronting or captive basis in whole or in part. The Insurance Policies are of the type and in the amounts as are customary

for companies of similar size, in their geographic regions and in the respective businesses in which the Seller, Transferred Subsidiaries,

and the Business (as applicable) operate.

Section 4.18           Brokers.

Except as set forth in Section 4.18 of the Disclosure Schedule, no broker, finder, investment banker or other Person is entitled

to any brokerage fees, commissions, finders’ fees, financial advisor fees or other similar commission or fee in connection with

the Transactions by reason of any action taken or arrangement made by or on behalf of the Seller, any Transferred Subsidiary or any of

its Representatives.

Section 4.19           Customers.

Section 4.19 of the Disclosure Schedule sets forth a true, complete and correct list of the twenty (20) largest customers

of the Seller and the Transferred Subsidiaries, taken as a whole, by revenue during the fiscal year ended January 31, 2026 (as determined

based on revenue recognized during the applicable time period) (collectively, the “Top Customers”), showing the total

dollar amount of revenue recognized from each such Top Customer during such period. As of the date of this Agreement, none of the Seller

or any of the Transferred Subsidiaries has any outstanding material disputes with a Top Customer and there are no pending or threatened

disputes between the Seller or any Transferred Subsidiary, on the one hand, and any Top Customer, on the other hand, that would reasonably

be expected to materially and adversely affect the relationship with such Top Customer or the Business. The Seller and the Transferred

Subsidiaries have not received any written notice or, to the Knowledge of the Seller, oral notice, that any Top Customer intends to stop,

or materially reduce the rate or amount of, or fail to renew, downgrade, terminate, cancel or materially delay, its purchases from or

business with the Seller or any Transferred Subsidiary, or to otherwise materially and adversely change the terms of its relationship

with the Business.

Section 4.20           Suppliers.

Section 4.20 of the Disclosure Schedule sets forth a true, complete and correct list of the twenty (20) largest suppliers

of the Seller and the Transferred Subsidiaries, taken as a whole, by aggregate annual expenditures during the fiscal year ended January 31,

2026 (collectively, the “Top Suppliers”), showing the total dollar amount of such expenditures to each such Top Supplier

during such period. As of the date of this Agreement, none of the Seller or any of the Transferred Subsidiaries has any outstanding material

disputes with a Top Supplier, and there are no pending or threatened disputes between the Seller or any Transferred Subsidiary, on the

one hand, and any Top Supplier, on the other hand, that would reasonably be expected to materially and adversely affect the relationship

with such Top Supplier or the Business. The Seller and the Transferred Subsidiaries have not received any written notice or, to the Knowledge

of the Seller, oral notice, that any Top Supplier has ceased or intends to cease, or to materially reduce, fail to renew, terminate,

cancel or materially delay, the supply of products or services to the Seller or any Transferred Subsidiary, or to otherwise materially

and adversely change the terms of its relationship with the Business.

Section 4.21           Compliance

with Laws.

(a)            The

Business is currently conducted, and during the past four (4) years has been conducted, in compliance in all material respects with

all applicable Laws applicable to the Seller’s or any Transferred Subsidiary’s conduct of the Business. Neither the Seller

nor any Transferred Subsidiary has received any written notice or, to the Knowledge of the Seller, oral notice, from any Governmental

Entity alleging any violation of, or any failure to comply with, any applicable Law in the conduct of the Business in each case that

has not been fully resolved and that, individually or in the aggregate, would be expected to have a Material Adverse Effect.

(b)            Section 4.21(b) of

the Disclosure Schedule lists all permits, concessions, grants, franchises, licenses, certifications and other authorizations and approvals

of Governmental Entities that are material to and necessary for the conduct of the Business (collectively, “Permits”).

Each Permit is in full force and effect and the Seller or Transferred Subsidiary, as applicable, is in compliance with each Permit, except

in each of the foregoing cases, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

There are no proceedings pending or, to the Knowledge of the Seller, threatened that would result in the revocation, cancellation, suspension,

modification or non-renewal of any Permit and no event or condition exists that, with or without notice or lapse of time or both, would

reasonably be expected to result in the revocation, cancellation, suspension, modification or non-renewal of any Permit.

Section 4.22           Transactions

with Affiliates or Related Persons.

(a)            Section 4.22(a) of

the Disclosure Schedule sets forth a true, correct and complete list of all existing Contracts or other business relationships between

the Seller or any Transferred Subsidiary, on one hand, and any Affiliate, director or officer of the Seller or any Transferred Subsidiary,

any Person that owns or controls more than five percent (5%) of any class of capital stock or other equity interest of the Seller, or,

to the Knowledge of the Seller, any such Person’s spouse, parents, children or siblings, whether related by blood, marriage or

adoption, or any entity in which any such individual or entity owns any beneficial interest (each of the foregoing, a “Related

Person”), on the other hand, in each case of a type that would be required to be disclosed under Item 404 of Regulation S-K

under the Securities Act.

(b)            Section 4.22(b) of

the Disclosure Schedule sets forth a true, correct and complete list of each Contract, arrangement, understanding, obligation, balance,

account or claim between the Seller or any of its Affiliates (other than the Transferred Subsidiaries), on the one hand, and the Business

or any Transferred Subsidiary, on the other hand, including any intercompany loans, payables, receivables, cash-pooling or shared-services

or corporate overhead arrangements.

as set forth on Section 4.22(c) of the Disclosure Schedule, no Related Person (i) owns or has any interest in any

Purchased Asset or any asset, right or property used in or necessary for the conduct of the Business, (ii) has any claim or cause

of action against, or owes any amount to, or is owed any amount by, the Business, the Seller (in respect of the Business) or any Transferred

Subsidiary, (iii) is a party to any Contract with, or has any other business relationship (as lessor, lessee, supplier, customer,

licensor, licensee, consultant or otherwise) with, the Business or any Transferred Subsidiary, or (iv) is a guarantor of, or otherwise

liable for, any Liability or Indebtedness of the Business or any Transferred Subsidiary.

Section 4.23           Certain

Business Practices.

(a)            No

Transferred Subsidiary nor any of their respective directors or officers or, to the Knowledge of the Seller, any of their respective

employees acting at the direction of the Seller or any Transferred Subsidiaries have in the past five (5) years engaged, directly

or indirectly, in any activity in material violation of (a) the FCPA, or (b) any local anti-corruption and anti-bribery Laws,

in each case, in jurisdictions in which any Transferred Subsidiary is operating (collectively, “Anti-Bribery Laws”).

The Seller has not received any written or, to the Knowledge of the Seller, oral notice that alleges that any Transferred Subsidiary

or any of its or their directors, officers, agents, representatives, distributors, advisers, contractors, consultants or employees, acting

at the direction of the Seller or any Transferred Subsidiary, is in material violation of the Anti-Bribery Laws.

(b)            Since

April 24, 2019, the Transferred Subsidiaries have complied with applicable laws and regulations pertaining to trade sanctions and

economic sanctions administered by the United States, European Union, or United Kingdom (collectively, “Sanctions”).

the past five (5) years, the Transferred Subsidiaries have conducted transactions in material compliance with applicable Laws and

regulations relating to the import, export, reexport, release, brokering, or transfer of goods, software, technology, technical data,

and services, including, without limitation, (i) the Tariff Act of 1930 and other Laws and programs administered or enforced by

the U.S. Department of Commerce, U.S. International Trade Commission, U.S. Customs and Border Protection, U.S. Immigration and Customs

Enforcement, and their predecessor agencies, (ii) the Export Control Reform Act of 2018, (iii) the Export Administration Regulations

(15 C.F.R. Parts 730-774), including related restrictions with regard to transactions involving persons and entities on the U.S. Department

of Commerce’s Denied Persons List or Entity List, (iv) the Arms Export Control Act, (v) the International Traffic in

Arms Regulations (22 C.F.R. Parts 120-130), including related restrictions with regard to transactions involving persons and entities

on the U.S. Department of State’s Debarred List, (vi) the International Emergency Economic Powers Act and (vii) the antiboycott

regulations administered by the U.S. Department of Commerce (collectively, “Trade Laws”). The Seller and each Transferred

Subsidiary has obtained, and acted in material compliance with, all registrations, licenses, agreements, permits and all other consents,

authorizations, waivers, approvals and orders required or issued under applicable Trade Laws and Sanctions and made, filed or caused

to be filed all notices, registrations, declarations and filings with any Governmental Entity required by applicable Trade Laws and Sanctions.

(d)            None

of the Seller, the Transferred Subsidiaries, or their respective directors, officers, employees, or, to the Knowledge of the Seller,

the Seller’s or the Transferred Subsidiaries’ agents is: (i) organized under the laws of, ordinarily resident in, or

located in a country or territory that is the subject of comprehensive Sanctions (which as of the date of this Agreement consist of Cuba, Iran,

North Korea, and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine

(“Restricted Countries”)); (ii) fifty percent (50%) or more owned or, where relevant under applicable Sanctions,

controlled by the government of, or any individual or entity resident or ordinarily located in, a Restricted Country; or (iii) (A) designated

on a sanctioned parties list administered by the United States, European Union, or United Kingdom, including the U.S. Department of the

Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List, Foreign Sanctions

Evaders List, Sectoral Sanctions Identification List, the Consolidated List of Persons, Groups, and Entities Subject to EU Financial

Sanctions, and the UK’s Consolidated Sanctions List (collectively, “Designated Parties”); or (B) fifty

percent (50%) or more owned or, where relevant under applicable Sanctions, controlled, individually or in the aggregate, by one or more

Designated Party, in each case only to the extent that dealings with such persons are prohibited pursuant to applicable Sanctions (collectively,

“Sanctioned Parties”).

(e)            None

of the Transferred Subsidiaries, or their respective directors, officers, employees or the Transferred Subsidiaries’ agents, has,

since April 24, 2019, directly or indirectly without the required approval from the applicable Governmental Entity, provided, sold

or otherwise transferred products, software, technology or services to, or otherwise engaged in any business or other dealings with or

for the benefit of, a Sanctioned Party, an instrumentality, agent, entity or individual acting directly or indirectly on behalf of a

Sanctioned Party, or a party located, organized or resident in a Restricted Country, in each case of the foregoing in material violation

of applicable Trade Laws or Sanctions, or otherwise acted in material violation of Trade Laws, nor shall use any amounts payable under

this Agreement or related transactional document for the purposes of financing the activities of a Sanctioned Party an instrumentality,

agent, entity, or individual acting directly or indirectly on behalf of a Sanctioned Party, or a party located, organized or resident

in a Restricted Country, in each case in material violation of Trade Laws, or otherwise in material violation of Trade Laws.

(f)            Since

April 24, 2019, none of the Transferred Subsidiaries or any of their respective officers, directors, or employees: (i) has

been the target of any threatened or, to the Knowledge of the Seller, pending, government investigation, prosecution, other enforcement

action or written government inquiry related to Sanctions violations or violations of Trade Laws; or (ii) submitted a voluntary

self-disclosure to any U.S. or other relevant government agency regarding actual or potential Sanctions or Trade Law violations.

(g)            The

Seller has implemented and maintains in effect policies and procedures (including, but not limited to, third-party screening tools) designed

to ensure compliance by the Transferred Subsidiaries with applicable Sanctions and Trade Laws.

Section 4.24           Absence

of Certain Developments. Since January 31, 2026 to the date hereof, (a) the Seller and the Transferred Subsidiaries have

conducted the Business in the ordinary course of business consistent with past practice in all material respects and, except as set forth

in Section 4.24 of the Disclosure Schedule, has not taken any actions, which if taken after the date hereof and prior to

the earlier of the Closing Date or the termination of this Agreement pursuant to the terms hereof would constitute a breach of Section 6.1(b) and

(b) no event has occurred that would reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect.

Section 4.25           Continued

Solvency. The Seller is (a) able to pay its debts as they become due and (b) solvent and will be solvent immediately following

the Closing. The Seller is not engaged in business or a transaction, and has no legally binding obligation to engage in business or a

transaction, for which its remaining assets (including the Excluded Assets) and capital are or will be insufficient to pay its debts

as they become due following the Closing. The Seller has not entered into this Agreement or any other Transaction Document, and is not

consummating the Transactions, with the intent or purpose of hindering, delaying or defrauding any present or future creditor of the

Seller or any other Person.

Section 4.26           Information

Supplied. None of the information supplied or to be supplied by or on behalf of the Seller or its Subsidiaries or any of their respective

Affiliates expressly for inclusion or incorporation by reference in the Information Statement will, at the time the Information Statement

is filed with the SEC, at any time the Information Statement is amended or supplemented, and at the time the Information Statement is

first mailed, sent or given to the holders of shares of Seller Common Stock, contain any untrue statement of a material fact or omit

to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances

under which they are made, not misleading.

Section 4.27           Bank

Accounts. Section 4.27 of the Disclosure Schedule sets forth a true, correct and complete list of each bank, trust company,

savings institution, brokerage firm, payment processor, merchant account provider or other financial institution with which the Seller

or any Transferred Subsidiary maintains an account, safe deposit box or lock box that is included in the Purchased Assets or held by

any Transferred Subsidiary, together with the account or box number and the names of all Persons authorized to draw on, administer or

access each such account or box.

Section 4.28           Government

Contracts.

(a)            All

of the Government Contracts were legally awarded, are in full force and effect and are binding on the other parties thereto in accordance

with their terms. Neither the Seller nor any Transferred Subsidiary has received notice that any such Government Contracts (or, where

applicable, the prime contracts or higher-tier subcontracts under which such Government Contracts were awarded) are the subject of bid

or award protest proceedings or that the counterparty to any such Government Contracts intends to make a material modification to, reduce

future expenditures under or refrain from exercising any options under such Government Contracts, and, to the Knowledge of the Seller,

no such Government Contracts (or, where applicable, the prime contracts or higher-tier subcontracts under which such Government Contracts

were awarded) are reasonably likely to become the subject of bid or award protest proceedings, a material modification, a reduction in

future expenditures or the failure to exercise an option.

(b)            With

respect to each and every Government Contract or outstanding Government Bid: (i) the Seller and each Transferred Subsidiary have

complied with all terms and conditions of such Government Contract or Government Bid, including clauses, provisions, conditions of eligibility

for award, and requirements incorporated expressly, by reference, or by operation of applicable Law therein; (ii) the Seller and

each Transferred Subsidiary have complied with all applicable statutory requirements, rules, regulations, Orders or agreements pertaining

to such Government Contract or Government Bid, including any Federal Acquisition Regulation (“FAR”), any applicable

agency-specific FAR supplement or acquisition regulation and related cost principles and the Cost Accounting Standards; (iii) all

representations, certifications, assertions of eligibility for award, cost or pricing data (as defined in FAR 2.101), and warranties

executed, acknowledged or set forth in, submitted with, or pertaining to, such Government Contract or Government Bid were current, accurate

and complete as of their effective date, and the Seller and each Transferred Subsidiary have complied with all such representations,

certifications, and warranties; (iv) no Governmental Entity, prime contractor, subcontractor or any other Person has notified the

Seller or any Transferred Subsidiary of an alleged breach or violation of any requirement, representation, certification, disclosure

obligation, Contract term, condition, clause, provision, specification or applicable Law pertaining to such Government Contract or Government

Bid; (v) no termination for convenience, termination for default, cure notice or show cause notice has been received by the Seller

or any Transferred Subsidiary; (vi) no substantially adverse or negative past performance evaluation or rating has been received

that could reasonably be expected to adversely affect the potential award of a Government Contract to the Seller or any Transferred Subsidiary;

(vii) no negative determination of responsibility has been issued with respect to any quotation, bid or proposal for any Government

Contract; and (viii) no money due to the Seller or any Transferred Subsidiary pertaining to such Government Contract has been withheld

or offset nor has any claim been made to withhold or offset money.

the last six (6) years: (i) neither the Seller nor any Transferred Subsidiary has undergone and is not undergoing any audit,

review, inspection, investigation, survey or examination of records relating to any Government Contracts or Government Bids of the Seller

or any Transferred Subsidiary, other than in the ordinary course of business, and, to the Knowledge of the Seller, there is no basis

for any such audit, review, inspection, investigation, survey or examination of records, other than in the ordinary course of business;

(ii) neither the Seller nor any Transferred Subsidiary has received any document requests, subpoenas, search warrants, or civil

investigative demands addressed to or requesting information from the Seller or any Transferred Subsidiary or any of their officers,

managers or employees with respect to any Government Contracts or Government Bids of the Seller or any Transferred Subsidiary; (iii) neither

the Seller nor any Transferred Subsidiary, nor any of their officers, managers, directors or, to the Knowledge of the Seller, employees,

has been under, nor, to the Knowledge of the Seller, is there pending or threatened, any administrative, civil or criminal investigation

or indictment or any audit (other than routine audits in the ordinary course of business) involving alleged false statements, false claims

or other improprieties relating to any Government Contracts or Government Bids of the Seller or any Transferred Subsidiary; (iv) neither

the Seller nor any Transferred Subsidiary has conducted or initiated any audit, review, or inquiry with respect to any suspected, alleged,

or possible violation of any Contract requirement or applicable Law, or inaccuracy in any representation or certification, with respect

to any Government Contract or Government Bid; (v) neither the Seller nor any Transferred Subsidiary has made or been required to

make any voluntary or mandatory disclosure to any Governmental Entity with respect to evidence or existence of any alleged, suspected,

or possible breach, violation, irregularity, mischarging, misstatement, or other act or omission; (vi) there have been no facts

and circumstances that would require a mandatory disclosure pursuant to FAR 52.203-13; (vii) neither the Seller nor any Transferred

Subsidiary has been or is now a party to any administrative or civil litigation involving alleged false statements, false claims or other

improprieties relating to any Government Contracts or Government Bids of the Seller or any Transferred Subsidiary; and (viii) neither

the Seller nor any Transferred Subsidiary has made any payment, directly or indirectly, to any Person in violation of applicable Law

relating to procurement by a Governmental Entity, including those relating to bribes, gratuities, kickbacks, lobbying expenditures, political

contributions and contingent fee payments.

(d)            At

all times within the past six (6) years, neither any Governmental Entity nor any prime contractor or higher-tier subcontractor under

a Government Contract has questioned or disallowed any cost, notified the Seller or any Transferred Subsidiary of any intent to disallow

any costs, or withheld or set off, or attempted to withhold or set off, monies due to the Seller or any Transferred Subsidiary under

any Government Contract.

(e)            (i) There

are no existing or threatened claims against the Seller or any Transferred Subsidiary, asserted by any Governmental Entity or by any

prime contractor, subcontractor, vendor or other Person relating to any Government Contract (excluding claims for payments due in the

ordinary course of performance of any such Government Contract); (ii) no outstanding disputes exist between the Seller or any Transferred

Subsidiary and any Governmental Entity, under the Contract Disputes Act or any other applicable Law, or between the Seller or any Transferred

Subsidiary and any prime contractor, subcontractor or vendor, relating to any Government Contract; and (iii) neither the Seller

nor any Transferred Subsidiary has asserted any claim or initiated any dispute proceedings, directly or indirectly, against any Governmental

Entity, prime contractor, subcontractor or vendor concerning any Government Contract.

(f)            There

are no events or omissions that could reasonably be expected to result in (i) a claim against the Seller or any Transferred Subsidiary

by a Governmental Entity or any prime contractor, subcontractor, vendor or other third party arising under or relating to any Government

Contract or Government Bid; (ii) a dispute between the Seller or any Transferred Subsidiary and a Governmental Entity or any prime

contractor, subcontractor, vendor or other third party arising under or relating to any Government Contract or Government Bid; (iii) liability

under the False Claims Act; (iv) a claim for price adjustment; or (v) any other request for a reduction in the price of any

Government Contract, including claims based on actual or alleged defective pricing. Neither the Seller nor any Transferred Subsidiary

has taken any action that could reasonably be expected to give any Person a right to make a claim under any warranty or guarantee contained

in any Government Contract.

(g)            To

the extent applicable, the Seller and each Transferred Subsidiary have taken all reasonable steps designed to comply with all data security,

cybersecurity, and physical security terms and conditions and procedures required by their Government Contracts and by Law. Any data

breach related to any Government Contract has been reported to the Governmental Entity or higher-tier contractor, as required by the

terms of the Government Contract.

(h)            Neither

the Seller nor any Transferred Subsidiary, or, to the Knowledge of the Seller, any of their managers, directors, officers, Representatives,

agents, consultants, or employees, is (or at any time during the last three (3) years has been) suspended or debarred from doing

business with any Governmental Entity, or proposed for suspension or debarment or declared not responsible or ineligible to receive a

Government Contract. No debarment, suspension or exclusion proceeding has been initiated against the Seller or any Transferred Subsidiary,

or, to the Knowledge of the Seller, any of their managers, directors, officers, Representatives, agents, consultants, or employees. No

circumstances exist that may lead to the institution of suspension or debarment proceedings against the Seller or any Transferred Subsidiary,

or any of their managers, directors, officers, or, to the Knowledge of the Seller, any of their Representatives, agents, consultants,

or employees. Neither the Seller nor any Transferred Subsidiary has been terminated for default under any Government Contract.

(i)            There

are no Government Contracts or Government Bids (or mitigation plans under such Government Contracts or Government Bids) that include

one or more terms or provisions that restrict the ability of the Seller or any Transferred Subsidiary to bid on or perform work on future

Contracts or programs or for specific periods of time based upon “organizational conflicts of interest,” as defined in FAR

Subpart 9.5 or other applicable Law, regulation, or Contract term. To the Knowledge of the Seller, no organizational conflicts of interest

(“OCI”) will arise as a consequence of the consummation of the Transactions. In the past six (6) years, the Seller

and each Transferred Subsidiary have complied in all material respects with all of their OCI mitigation plans and have not received any

notice of any failure to comply with such plans or the existence of any prohibited OCI in connection with any Government Contract or

Government Bid.

(j)            No

Government Contract has incurred or currently projects losses, nor will any Government Bid, if accepted or entered into, obligate the

Seller or any Transferred Subsidiary to process, manufacture or deliver products or perform services that could reasonably be expected

to incur, or currently project, losses.

(k)            Neither

the Seller nor any Transferred Subsidiary has made any assignments of the Government Contracts or of any interests in such Government

Contracts. Neither the Seller nor any Transferred Subsidiary has entered into any financing arrangements with respect to the performance

of any Government Contract.

(l)            Neither

the Seller nor any Transferred Subsidiary, nor any manager, director, officer, Representative, agent or employee of the Seller or any

Transferred Subsidiary (nor, to the Knowledge of the Seller, any Person acting for or on behalf of any of the foregoing), has violated

any legal, administrative or contractual restriction concerning the employment of (or discussions concerning possible employment with)

current or former officials or employees of any Governmental Entity.

(m)            The

Seller and each Transferred Subsidiary have taken all steps required under any Government Contract and applicable Law to assert, protect

and support their rights in technical data, computer software, computer software documentation, inventions, and other Intellectual Property

Rights so that no more than the minimum rights or licenses required under Law and Government Contract terms will have been provided to

the receiving party and/or the Governmental Entity. Without limiting the foregoing, the Seller and each Transferred Subsidiary have timely

disclosed and elected title to all subject inventions, timely listed all technical data and computer software to be furnished with less

than unlimited rights in any required assertions table, and included the proper and required restrictive legends on all copies of any

technical data, computer software, computer software documentation, and other Intellectual Property Rights delivered under any Government

Contract. All such markings and rights were properly asserted and justified under the Government Contracts, and no Governmental Entity,

prime contractor, or higher-tier subcontractor has challenged or, to the Knowledge of the Seller, has any basis for challenging, the

markings and rights asserted by the Seller or any Transferred Subsidiary, as applicable.

(n)            Within

the last three (3) years, no Governmental Entity has assigned the Seller or any Transferred Subsidiary a rating below “Satisfactory”

in connection with any contractor performance assessment report, past performance questionnaire, or similar evaluation of past performance.

Section 4.29           No

Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLER IN THIS ARTICLE IV AND ANY

CERTIFICATE DELIVERED BY THE SELLER HERETO ARE THE EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLER IN CONNECTION WITH THE

TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EXCEPT IN THE CASE OF FRAUD, THE SELLER HEREBY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS

OR WARRANTIES NOT EXPRESSLY INCLUDED IN THIS ARTICLE IV OR THE CERTIFICATE DELIVERED BY THE SELLER HERETO, WHETHER OR NOT

MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER, ANY OF ITS AFFILIATES OR REPRESENTATIVES OF THE FOREGOING, INCLUDING

ANY WARRANTY REGARDING ANY PRO FORMA FINANCIAL INFORMATION, FINANCIAL PROJECTIONS OR OTHER FORWARD-LOOKING STATEMENTS PROVIDED BY OR

ON BEHALF OF THE SELLER OR ITS AFFILIATES, WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED

OR STATUTORY WARRANTY WHATSOEVER WITH RESPECT TO THE BUSINESS, THE PURCHASED ASSETS, THE TRANSFERRED SUBSIDIARIES, THE ASSETS OF THE

TRANSFERRED SUBSIDIARIES OR THE ASSUMED LIABILITIES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 4.29 SHALL LIMIT

BUYER’S RELIANCE ON, THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS ARTICLE IV, ANY TRANSACTION DOCUMENT

OR ANY CERTIFICATE DELIVERED HERETO, OR BE DEEMED TO RELEASE ANY CLAIM FOR FRAUD.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants

to the Seller as of the date hereof (except for representations and warranties that are made as of a specific date, which are made only

as of such date) as follows.

Section 5.1           Organization

and Qualification. The Buyer is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which

it is organized. The Buyer has requisite corporate or other legal entity, as applicable, power and authority to own, lease or otherwise

hold its properties and assets and to conduct its businesses as presently conducted.

Section 5.2           Authority.

The Buyer has the requisite corporate or other legal entity power and authority to execute, deliver and enter into this Agreement and

the other Transaction Documents to which the Buyer is a party and to consummate the Transactions. The execution and delivery by the Buyer

of this Agreement and the other Transaction Documents to which the Buyer is a party, the consummation by the Buyer of the Transactions

and the performance by the Buyer of its obligations hereunder and thereunder have been duly authorized by all necessary corporate or

other legal entity action on the part of the Buyer, and no other corporate or other legal entity action is, or proceeding on the part

of the Buyer is necessary to authorize the execution and delivery of this Agreement and the other Transaction Documents to which the

Buyer is a party or the Transactions. No vote or consent of the holders of shares of capital stock or other equity interests of the Buyer

is necessary to approve this Agreement or any other Transaction Document to which the Buyer is a party or the Transactions. The Buyer

has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by the Seller, this Agreement

constitutes its legal, valid and binding obligation, enforceable against the Buyer in accordance with its terms, except as such enforcement

may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws of general application relating to creditors’

rights generally or by general principles of equity. When each other Transaction Document to which the Buyer is or will be a party has

been duly executed and delivered by the Buyer (assuming due authorization, execution and delivery by each other party thereto), such

Transaction Document will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except

as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws of general application

relating to creditors’ rights generally or by principles of equity. Neither Buyer nor any of its Subsidiaries nor any “affiliate”

or “associate” (as such terms are defined in Section 203 of the DGCL) thereof is, or has been at any time during the

period commencing three years prior to the date of this Agreement, an “interested stockholder” (as such term is defined in

Section 203 of the DGCL) of the Seller.

Section 5.3           No

Conflict; Required Filings and Consents.

(a)            Neither

the execution nor delivery of this Agreement (or any other Transaction Documents to which the Buyer is a party) does, and the performance

of this Agreement (and the other Transaction Documents to which the Buyer is a party) by the Buyer will not, (i) conflict with or

violate the Organizational Documents of the Buyer, (ii) conflict with or violate (whether after giving notice, lapse of time or

both) any Law applicable to the Buyer, or (iii) violate, conflict with or result in a default (whether after the giving of notice,

lapse of time, or both) under, or give rise to a right of termination, amendment, acceleration or cancellation of any obligation of,

or loss of a material benefit under, any Contract to which the Buyer is a party or subject or by which the Buyer is bound, except, in

the case of the foregoing clauses (ii) and (iii), for any such conflicts, violations or other occurrences that would

not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Buyer’s ability to perform

any of its obligations under this Agreement.

(b)            Neither

the execution or delivery of this Agreement (or any other Transaction Documents to which the Buyer is a party) does, and the performance

of this Agreement (and the other Transaction Documents to which the Buyer is a party) by the Buyer will, require any consent, approval,

authorization or permit of, or filing with or notification to, any Governmental Entity or any Person under any Contract to which the

Buyer is a party or subject or by which the Buyer is bound, except as required for compliance with the HSR Act and other Antitrust Laws

and FDI Laws.

Section 5.4           Litigation.

There is no Action pending (except for any Action against the Buyer that has been filed but not yet served and for which the Buyer has

not received any written, or to the knowledge of the Buyer, oral notice) or, to the knowledge of the Buyer, threatened against the Buyer

or any Subsidiary of the Buyer before any Governmental Entity that challenges or seeks to prevent, enjoin or otherwise delay, or could

have the effect of preventing, enjoining, delaying, making illegal or otherwise interfering with, the consummation of the Transactions

contemplated hereby. The Buyer is not subject to any Order that would prevent or materially delay consummation of the Transactions.

Section 5.5           Brokers.

There are no brokerage commissions, finder’s fees or similar compensation payable in connection with the transactions contemplated

by the Transaction Documents based on any arrangement or agreement made by or on behalf of Buyer for which Seller or any Excluded Subsidiary

may become liable or obligated.

Section 5.6           Funds.

The Buyer will have at the Closing readily available funds sufficient to enable the Buyer to consummate the Transactions, including payment

of the Purchase Price and the payment of expenses payable by the Buyer relating to the Transactions. The Buyer acknowledges that its

obligations to consummate the Transactions under this Agreement are not contingent on the obtaining of any financing.

Section 5.7           Solvency.

Assuming that (a) the conditions to the obligation of the Buyer to consummate the Transactions have been satisfied or waived, (b) any

estimates, projections or forecasts prepared by the Seller, any Transferred Subsidiary or any Representative thereof that have been provided

to the Buyer or their Representatives have been prepared in good faith based upon reasonable assumptions as of the date of preparation

thereof, (c) the Seller Financial Statements present fairly in all material respects that consolidated financial condition of the

Seller and its consolidated Subsidiaries at the end of the periods covered thereby and the consolidated results of operations of the

Seller and its consolidated Subsidiaries for the periods covered there, and (d) the representations and warranties of the Seller

set forth in Article IV are accurate, then, immediately following the Closing and after giving effect to all of the Transactions,

any alternative financing incurred in accordance with this Agreement and the payment of the Purchase Price and expenses incident to preparing

for, entering into and carrying out this Agreement and the consummation of the Transactions, the Buyer will be solvent. The Buyer is

not entering into this Agreement with the intent to hinder, delay or defraud either present or future creditors.

Section 5.8           Information

Supplied. None of the information supplied or to be supplied by or on behalf of the Buyer or any of its Affiliates expressly for

inclusion or incorporation by reference in the Information Statement will, at the time the Information Statement is filed with the SEC,

at any time the Information Statement is amended or supplemented, and at the time the Information Statement is first mailed, sent or

given to the holders of shares of Seller Common Stock, contain any untrue statement of a material fact or omit to state any material

fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they

are made, not misleading; provided, however, that no representation or warranty is made by the Buyer with respect to any

information supplied by or on behalf of the Seller, any Transferred Subsidiary or any of their respective Affiliates for inclusion or

incorporation by reference in the Information Statement.

Section 5.9           Acknowledgement

of No Other Representations or Warranties. THE BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES

CONTAINED IN ARTICLE IV AND ANY CERTIFICATE DELIVERED BY THE SELLER HERETO, NONE OF THE SELLER, ANY TRANSFERRED SUBSIDIARY

OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED,

CONCERNING THE PURCHASED ASSETS, THE TRANSFERRED SUBSIDIARIES, THE ASSETS OF THE TRANSFERRED SUBSIDIARIES, THE ASSUMED LIABILITIES OR

THE TRANSACTIONS, AND THE BUYER IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OTHER THAN THOSE EXPRESSLY SET FORTH IN ARTICLE IV

OR ANY CERTIFICATE DELIVERED BY THE SELLER HERETO. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 5.9 SHALL LIMIT

OR MODIFY ANY CLAIM IN RESPECT OF FRAUD OR THE BUYER’S RIGHT TO RELY ON THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE

SELLER IN ARTICLE IV OR PURSUANT TO ANY CERTIFICATE DELIVERED BY THE SELLER HEREUNDER.

ARTICLE VI

COVENANTS AND ADDITIONAL AGREEMENTS

Section 6.1           Conduct

of Business Pending the Closing.

(a)            From

the date hereof until the earlier to occur of the Closing and the valid termination of this Agreement in accordance with Section 9.1,

except as expressly permitted, contemplated or required by this Agreement, any other Transaction Document or Section 6.1(a) of

the Disclosure Schedule, or as required by applicable Law or Order, or with the prior written consent of the Buyer (which consent shall

not be unreasonably withheld, delayed or conditioned), the Seller shall, and shall cause each Transferred Subsidiary to (i) conduct

activities with respect to the Business in the ordinary course of business and (ii) use its reasonable best efforts to (x) maintain

and preserve intact its business organization and operations and the Purchased Assets and (y) preserve the present relationships

and goodwill of the Business with those customers, suppliers, vendors, licensors, distributors, employees, Governmental Entities and

other Persons that have material business relationships with the Business.

(b)            Except

as otherwise expressly permitted, contemplated or required by this Agreement, any other Transaction Document or Section 6.1(b) of

the Disclosure Schedule, or as required by applicable Law or Order, or as consented to in writing by the Buyer (which consent shall not

be unreasonably withheld, delayed or conditioned), from the date hereof until the Closing or the earlier termination of this Agreement,

the Seller shall not, and shall cause the Transferred Subsidiaries not to:

(i) adopt any change or amendment to, or amend,

the Organizational Documents of any Transferred Subsidiaries (including, but not limited

to, by merger, consolidation or otherwise);

(ii) adopt a plan or agreement of, or resolutions

providing for or authorizing, complete or partial liquidation, winding down, dissolution,

merger, consolidation, restructuring, recapitalization or other reorganization with respect

to Seller or any Transferred Subsidiary;

(iii) establish a record date for, declare,

set aside, make or pay any dividend or other distribution with respect to the capital stock

of the Seller or any Transferred Subsidiary, whether payable in cash, stock, property or

a combination thereof, or make any return of capital to, or repurchase or redeem any equity

interests from, any equityholder of the Seller or any Transferred Subsidiary;

(iv) (A) sell, lease, transfer or otherwise

dispose of, or incur, create, assume or permit the incurrence, creation or assumption of

any Lien (other than Permitted Liens) on any Purchased Assets (including the equity of any

Transferred Subsidiary) or any assets of any Transferred Subsidiary, other than in the ordinary

course of business or (B) waive, release, assign, impair, fail to maintain, allow to

lapse, abandon, license or transfer any right, title or interest in or to any Purchased Asset

or any asset of any Transferred Subsidiary other than in the ordinary course of business;

(v) acquire any business or capital stock

of any Person or division thereof, whether in whole or in part (whether by merger, consolidation

or acquisition of stock or assets or otherwise);

(vi) issue, sell or grant any shares of capital

stock or equity interests in any Transferred Subsidiary;

(vii) (A) (x) modify or amend in

any material respect, or (y) waive, release or assign any material rights or claims

with respect to, any Material Contract or Permit (other than Permitted Liens), (B) other

than as permitted under clause (x) below, enter into any Contract that, if entered into

prior to the date hereof, would qualify as a Material Contract, or (C) enter into, materially

amend or modify, or waive any right under, any Contract or transaction between the Seller

and any Transferred Subsidiary, on the one hand, and any Related Person, on the other hand,

other than the settlement, elimination or termination of intercompany arrangements contemplated

by this Agreement;

(viii) make any material change to (A) the

accounting methods, principles or practices of the Seller or any Transferred Subsidiary,

other than any change required by applicable Law or change in GAAP or (B) any of the

cash management, pricing, discount, billing or collection practices or policies of the Seller,

the Transferred Subsidiaries or the Business, including procedures with respect to the recognition,

incurrence and payment of accounts payable and other current liabilities and the billing

and collection of accounts receivable;

(ix) (A) create, incur, assume, guarantee

or otherwise become liable or responsible for any Indebtedness for borrowed money except

Indebtedness under the Credit Agreement on the date hereof, (B) amend, modify, restate,

refinance, replace or extend the Credit Agreement or Forbearance Agreement, (C) incur,

draw or request any additional borrowings, advances or other extensions of credit under the

Credit Agreement, (D) waive, consent to or agree to any amendment of, or take any action

that would increase, the principal, interest, fees, premiums or other amounts payable under,

or modify the prepayment, payoff, release or termination terms of, the Credit Agreement or

the Forbearance Agreement, or (E) make any capital investment in, any loan to, any Person

(other than loans or capital investments by the Seller to any direct or indirect wholly owned

Subsidiary of the Company, in each case, in the ordinary course of business consistent with

past practice);

(x) make any capital expenditures or incur

any obligations or liabilities thereof, except not to exceed $500,000 individually or $1,000,000

in the aggregate;

(xi) settle or knowingly waive or compromise

any Action that is an Assumed Liability involving payments by the Seller or any Transferred

Subsidiary in excess of $500,000 individually or $1,000,000 in the aggregate;

(xii) enter into any new line of business,

or abandon or discontinue any existing line of business, of the Seller, the Business or any

Transferred Subsidiary;

(xiii) cancel, compromise, waive or release

any material right or claim (including any material account receivable or any material Indebtedness

owed to the Seller or any Transferred Subsidiary) of the Seller or any Transferred Subsidiary,

in each case relating to the Business, the Purchased Assets or the Transferred Subsidiaries,

other than in the ordinary course of business consistent with past practice (in each case,

other than in respect to the Credit Agreement);

(xiv) (x) make (inconsistent with the

past practices of the Seller) or change any income or other material Tax election, change

any annual Tax accounting period, adopt or change any method of Tax accounting, amend any

Tax Returns, enter into any closing agreement, settle any Tax claim, audit or assessment,

extend the statute of limitations period for the assessment or collection of any Tax, enter

into a voluntary disclosure or similar agreement or otherwise voluntarily disclose information

to a Governmental Entity with respect to Taxes, or surrender any right to claim a Tax refund,

offset or other reduction in Tax liability, in each case, (i) with respect to any Purchased

Asset (including, for the avoidance of doubt, any Transferred Subsidiary), and/or (ii) to

the extent such action would reasonably be expected to affect Tax liabilities in respect

of any Transferred Subsidiary;

(xv) except (x) to the extent required

by applicable Law, or (y) as required by the terms of any Benefit Plan as in effect

on the date of this Agreement, (A) increase the compensation or benefits payable or

to become payable to any employee, other than annual increases in base salary or base wage

rates for the 2026 calendar year made in the ordinary course of business consistent with

past practice with respect to employees whose annual base salary or wage rate is less than

$250,000; provided that such base salary or wage rate increases may not exceed 2%

in the aggregate with respect to such employees; (B) grant or promise to grant any employee

any equity or equity-based award, equity purchase rights, compensation, bonus, commission,

incentive, retention, transaction, change in control, severance or termination payment or

benefit or accelerate the payment, funding, or vesting of any compensation or benefit, (C) enter

into, amend, renew, waive or terminate any employment, consulting, independent contractor,

retention, change in control, severance or termination agreement or arrangement with any

employee or other service provider or (D) establish, amend, adopt, enter into or terminate

any Union Contract or Benefit Plan; (E) hire, engage, terminate, furlough, lay off,

or materially reduce the hours of any employee or other service provider, other than terminations

for cause after prior written notice to the Buyer, (F) implement any plant closing,

mass layoff, collective redundancy, employment losses, group termination or similar action

that could implicate the WARN Act, (G) recognize or certify any Union, (H) settle,

release, waive or compromise any Action, threatened Action, internal complaint, grievance

involving any current or former applicant, employee or other service provider or any labor

or employment matter where the amount paid or to be paid by Seller or any Transferred Subsidiary

exceeds $50,000 or that would impose any non-monetary obligations or restrictions on Seller,

any Transferred Subsidiary or the Business following the Closing Date;

(xvi) sell, assign, transfer, exclusively

license, abandon, allow to lapse, fail to maintain or otherwise dispose of, or create or

incur any Lien (other than a Permitted Lien) on, any Owned Intellectual Property that is

material to the Business;

(xvii) renew, extend or exercise (or fail

to exercise any right that would result in the renewal or extension of), or amend, modify

or waive any material right under, any Lease (other than the Excluded Leases);

(xviii) prior to the delivery of the Written

Consent, convert, exchange or reclassify, or permit, facilitate or take (or fail to take)

any action that would permit or result in the conversion, exchange or reclassification of,

or the pledge, hypothecation, transfer, foreclosure upon or other exercise of remedies with

respect to, any shares of Class A Common Stock into shares of Class B Common Stock

or any other shares of Seller Common Stock beneficially owned by the Majority Stockholders,

or otherwise amend, modify or waive any provision of the Seller Charter, the Seller Bylaws

or any other Organizational Document of the Seller relating to the conversion, exchange,

reclassification or voting rights of any shares of Seller Common Stock, in each case in a

manner that would or would reasonably be expected to adversely affect the voting power represented

by the Majority Stockholders’ shares of Seller Common Stock or the validity or effectiveness

of the Seller Stockholder Approval or the Written Consent;

(xix) make any loans or advances to, or any

investments in, any Person (other than the Seller or any Transferred Subsidiary), or transfer,

sweep or otherwise distribute any Cash Equivalents to any Person (other than the Seller or

any Transferred Subsidiary), in each case, other than in the ordinary course of business;

(xx) (A) accelerate the collection of,

or offer discounts to accelerate the collection of, any accounts receivable, notes receivable

or other receivables relating to the Business; (B) delay or postpone the payment of

any accounts payable, expenses or other Liabilities relating to the Business beyond their

respective due dates, or the dates on which such Liabilities would otherwise have been paid

other than in the ordinary course of business; or (C) prepay any expenses, obligations

or other Liabilities relating to the Business; or

(xxi) enter into any legally binding agreement,

or commitment (whether written or oral) with respect to any of the foregoing.

Section 6.2           Written

Consent; Information Statement.

(a)            Immediately

after the execution and delivery of this Agreement, the Seller shall take all actions reasonably necessary to submit to, and seek and

obtain from, the Majority Stockholders a written consent approving and adopting this Agreement and approving the Transactions in the

form attached hereto as Exhibit F (the “Written Consent”) promptly after, but in any event within one

(1) hour of, the execution and delivery of this Agreement (the “Written Consent Delivery Time”). Upon receipt

of the Written Consent, the Seller shall provide to the Buyer promptly (and in any event by the Written Consent Delivery Time) a copy

of such Written Consent. In connection with the Written Consent, the Seller shall take all actions necessary or advisable to comply,

and shall comply in all respects, with Section 228 of the DGCL, Regulation 14C under the Exchange Act and the Seller Charter and

Seller Bylaws. Following delivery of the Written Consent, the Seller shall not solicit proxies or votes or call or convene any meeting

of the Seller’s stockholders for purposes of approving this Agreement or the Transactions.

(b)            If

the Written Consent is delivered to the Buyer by the Written Consent Delivery Time or is delivered to the Buyer after the Written Consent

Delivery Time and the Buyer has not terminated this Agreement pursuant to Section 9.1(c)(i), the Seller shall, with the assistance

of the Buyer, prepare and file with the SEC, as promptly as practicable after the date of this Agreement and, in any event, within fifteen

(15) Business Days of the date of this Agreement, an information statement with respect to the approval of this Agreement and the Transactions

by Written Consent (including any amendments or supplements thereto, the “Information Statement”). The Seller and

the Buyer shall cooperate with one another in connection with the preparation of the Information Statement and in taking such actions

or making any such filings and furnishing such information required in connection therewith. The Buyer and its counsel shall be given

a reasonable opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) each time before

it is filed with the SEC or disseminated to the stockholders of the Seller, and the Seller shall give reasonable and good faith consideration

to any comments made by the Buyer and its counsel. The Seller shall promptly provide the Buyer and its counsel with (i) any comments

or other communications, whether written or oral, between the Seller or its counsel and the SEC or its staff with respect to the Information

Statement promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the

Seller’s response to those comments and to provide comments on that response, to which reasonable and good faith consideration

shall be given by the Seller. The Seller shall use reasonable best efforts to resolve all SEC comments with respect to the Information

Statement as promptly as practicable after receipt thereof.

Seller shall cause the Information Statement to be mailed to the holders of Seller Common Stock as of the date the Written Consent is

effective promptly (but in any event no more than five (5) Business Days) after the later of (i) the tenth (10th)

day after the Information Statement is filed with the SEC if the SEC has not informed the Seller that it will review the Information

Statement and (ii) confirmation by the SEC that the SEC has no further comments on the Information Statement. If, at any time prior

to the Closing, any information relating to the Seller, the Buyer or any of their respective Affiliates should be discovered by a Party,

which information should be set forth in an amendment or supplement to the Information Statement, the Party that discovers such information

shall promptly notify the other Party, and the Seller shall prepare (with the assistance of the Buyer) and mail to its stockholders such

amendment or supplement, in each case, to the extent required by applicable Law. Each of the Seller and the Buyer agrees to promptly

(x) correct any information provided by it specifically for use in the Information Statement if and to the extent that such information

shall have become false or misleading in any material respect and (y) supplement the information provided by it specifically for

use in the Information Statement to include any information that shall become necessary in order to make the statements in the Information

Statement, in light of the circumstances under which they were made, not misleading. The Seller further agrees to cause the Information

Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to its stockholders, in each case

as and to the extent required by applicable Law.

Section 6.3           Access

to Information; Customer Contacts; Confidentiality; Cooperation in Litigation.

(a)            From

the date of this Agreement until the earlier to occur of the Closing and the termination of this Agreement in accordance with Section 9.1,

except as prohibited by applicable Law, the Seller shall, and shall cause the officers, directors, employees, auditors and agents of

the Seller to, (i) afford the Representatives of the Buyer reasonable access during normal business hours on reasonable prior advance

notice to the officers, employees, agents, properties, offices and other facilities and books and records, and Contracts and other documents

and data relating to the Business of the Seller and Transferred Subsidiaries, (ii) furnish the Buyer and its Representatives with

such financial, operating and other data and information relating to the Business as the Buyer or any of its Representatives may reasonably

request and (iii) afford the Buyer the opportunity to conduct a non-invasive environmental assessment of the Leased Real Property

at the Buyer’s sole cost and expense; provided, however, that the Seller may withhold (A) such portions of documents

or information relating to pricing or other matters that are sensitive if the exchange of such documents (or portions thereof) or information

would be reasonably likely to result in a violation of Antitrust Laws or FDI Laws, or (B) any documents (or portions thereof) or

information that would reasonably result in the Seller’s loss of its right to assert any privilege, including the attorney-client

privilege in respect of such documents or information. If any material is withheld by the Seller pursuant to this Section 6.3(a),

to the extent possible, the Seller shall inform the Buyer as to the general nature of what is being withheld and shall use reasonable

best efforts to supply the requested information in such a way as not to violate any Law or privilege. In connection with the access

contemplated by this Section 6.3(a), the Buyer shall, and shall cause its Representatives to, act in a manner as not to unreasonably

interfere with the operations of the Seller or any Transferred Subsidiary.

(b)            The

Buyer agrees that from the date hereof until the Closing Date or the earlier termination of this Agreement, it is not authorized to,

and shall not (and shall not permit any of its Representatives or Affiliates to) contact and communicate with the customers, service

providers, vendors, independent contractors, partners and agents of the Seller or any Transferred Subsidiary other than (i) in conformity

with such reasonable and customary procedures and conditions as shall be reasonably agreed by the Seller and the Buyer, including procedures

and conditions in respect of compliance with Antitrust Laws or FDI Laws, or (ii) otherwise with the prior consultation with and

written approval of the Seller (which shall not be unreasonably withheld, conditioned or delayed); provided, however, that

this Section 6.3(b) shall not prohibit any contacts by the Buyer or its Representatives with the customers, providers,

service providers and vendors of the Buyer in the ordinary course of business unrelated to the Transactions. Notwithstanding the foregoing,

with respect to Employees, the Buyer and the Seller shall cooperate in good faith regarding any written communications to be distributed

to Employees relating to the Transactions or post-Closing terms of employment, and upon the reasonable written request of the Buyer,

the Seller shall, and shall cause its Subsidiaries to, reasonably cooperate with the Buyer (x) in developing a joint communications

strategy to introduce the Buyer to the Employees and (y) in affording the Buyer and its Representatives reasonable access during

regular business hours to the Employees in connection with such communications strategy and the planning for post-Closing integration

of the Employees.

information obtained by the Buyer pursuant to this Section 6.3 shall constitute Evaluation Material (as defined in the Confidentiality

Agreement) of the Seller and be kept confidential by the Buyer in accordance with the Confidentiality Agreement. If this Agreement is

terminated for any reason prior to the Closing, the Confidentiality Agreement shall continue in full force and effect in accordance with

its terms. No investigation pursuant to this Section 6.3 or information provided or received by any Party pursuant to this

Agreement will enlarge any of the representations or warranties of the Parties contained in this Agreement. From and after the Closing,

the Seller shall, and shall cause its Affiliates to, hold, and cause its or their respective Representatives to hold, in confidence any

and all information, whether written or oral, concerning the Business or the Purchased Assets or the Assumed Liabilities (including all

Trade Secrets necessary to provide the Business Products and any information that is or would have been Evaluation Material (as defined

in the Confidentiality Agreement), if disclosed by Seller before the Closing Date) and to not, directly or indirectly, disclose, divulge

or make any unauthorized use of, any such information. The foregoing applies, except to the extent that the Seller can show that such

information (i) is generally available to and known by the public through no fault of the Seller or any of its Affiliates or their

respective Representatives or (ii) is lawfully acquired by the Seller or any of its Affiliates or their respective Representatives

from and after the Closing from sources that are not prohibited from disclosing such information by a legal, contractual or fiduciary

obligation. If the Seller or any of its Affiliates or their respective Representatives are compelled to disclose any information by judicial

or administrative process or by other requirements of Law, the Seller shall promptly notify the Buyer in writing and shall disclose only

that portion of such information that the Seller is advised by its counsel in writing is legally required to be disclosed; provided

that the Seller shall use reasonable best efforts to obtain an appropriate protective Order or other reasonable assurance that confidential

treatment will be accorded such information. The provisions of the Confidentiality Agreement will remain binding and in full force and

effect until the Closing, except that the Confidentiality Agreement will not apply to any documents prepared in connection with any Action

before or filed with, or other disclosure made to, a Governmental Entity to enforce any of the Buyer’s rights arising in connection

with the termination of this Agreement. This Agreement and the information contained herein or delivered to the Buyer or its Representatives

pursuant hereto will be subject to the Confidentiality Agreement as Evaluation Material (as defined in the Confidentiality Agreement)

until the Closing, and will be thereafter treated as the Buyer’s Evaluation Material (as defined in the Confidentiality Agreement

and subject to the exceptions contained therein, but exceptions due to the Seller and its Affiliates knowing the information already

will not apply). All obligations of the Buyer and its Affiliates under the Confidentiality Agreement in respect hereof or the information

contained herein and the information delivered to the Buyer or its Representatives pursuant hereto relating to the Business, the Purchased

Assets or the Assumed Liabilities will terminate simultaneously with the Closing.

(d)            Until

the sixth (6th) anniversary of the Closing Date, the Buyer shall (i) maintain and take reasonable precautions to safeguard

all of the Seller’s electronic books, records, ledgers, files, documents and correspondence that constitute a portion of the Purchased

Assets or the assets of the Transferred Subsidiaries or that relate to Excluded Assets that, as of the Closing Date, are located on or

accessible through computers or information technology systems that constitute a portion of the Purchased Assets or the assets of the

Transferred Subsidiaries; (ii) permit the Seller and its Representatives to access and make copies of such electronic books, records,

ledgers, files, documents and correspondence from time to time, upon reasonable notice and during normal business hours, provided that

such access or making copies does not materially interfere with the Buyer’s operations and provided that such access or making

copies is for the sole purpose of allowing the Seller and its Representatives, and subject to the attorney-client privilege, work product

doctrine, or other similar privilege (unless pursuant to a joint defense or similar agreement) (A) to prepare Tax Returns or filings

with the SEC or any other Governmental Entity, (B) to defend any Third Party Claim (as defined herein) in respect of which an Indemnification

Claim has been served on the Seller, or (C) to access or make copies of information with respect to periods or occurrences prior

to the Closing Date in connection with any matter whether or not relating to or arising out of this Agreement or the Transactions; (iii) make

its information technology personnel available, upon reasonable notice and during normal business hours and provided that such access

or making copies does not materially interfere with the Buyer’s operations, to assist the Seller in accessing or producing reports

or compilations from such electronic books, records, ledgers, files, documents and correspondence; and (iv) make available, upon

reasonable notice and during normal business hours and provided that such access does not materially interfere with the Buyer’s

operations, employees of the Buyer or any Affiliate thereof who are former employees of the Seller for consultation with the Seller in

connection with matters associated with the continuing business of the Seller, including, with regard to SEC reporting, tax, employment

and litigation matters. The Seller shall reimburse the Buyer for any reasonable out-of-pocket costs associated with the foregoing (e.g.,

photocopying), the time of the employees of the Buyer or any Affiliate thereof and any internal overhead associated therewith. Notwithstanding

the foregoing, the Buyer shall not be required to provide access to, or copies of, any books, records, documents, information or personnel

if doing so would, in the Buyer’s good faith determination, (x) result in the loss or waiver of any attorney-client privilege,

work product protection or other similar privilege (unless pursuant to a joint defense or similar agreement), (y) violate any applicable

Law, or (z) relate to any dispute, claim or Action between the Buyer or any of its Affiliates, on the one hand, and the Seller or

any of its Affiliates, on the other hand.

(e)            Until

the sixth (6th) anniversary of the Closing Date, the Seller shall (i) maintain and take reasonable precautions to safeguard

all of the Seller’s electronic books, records, ledgers, files, documents and correspondence that constitute a portion of the Excluded

Assets or that relate to the Purchased Assets that, as of the Closing Date, are located on or accessible through computers or information

technology systems that constitute a portion of the Excluded Assets; (ii) permit the Buyer and its Representatives to access and

make copies of such electronic books, records, ledgers, files, documents and correspondence from time to time, upon reasonable notice

and during normal business hours, provided that such access or making copies does not materially interfere with the Seller’s operations

and provided that such access or making copies is for the sole purpose of allowing the Buyer and its Representatives, and subject to

the attorney-client privilege, work product doctrine, or other similar privilege (unless pursuant to a joint defense or similar agreement)

(A) to prepare Tax Returns or filings with any Governmental Entity, (B) to defend any Third Party Claim (as defined herein)

in respect of which an Indemnification Claim has been served on the Buyer, or (C) to access or make copies of information with respect

to periods or occurrences prior to the Closing Date in connection with any matter whether or not relating to or arising out of this Agreement

or the Transactions; (iii) make its information technology personnel available, upon reasonable notice and during normal business

hours and provided that such access or making copies does not materially interfere with the Seller’s operations, to assist the

Buyer in accessing or producing reports or compilations from such electronic books, records, ledgers, files, documents and correspondence;

and (iv) make available, upon reasonable notice and during normal business hours and provided that such access or making copies

does not materially interfere with the Seller’s operations, any employees of the Seller or any Affiliate thereof who are Excluded

Employees for consultation with the Buyer in connection with matters associated with the Business, including, with regard to tax, employment

and litigation matters. The Buyer shall reimburse the Seller for any reasonable out-of-pocket costs associated with the foregoing (e.g.,

photocopying), the time of the employees of the Seller or any Affiliate thereof and any internal overhead associated therewith. Notwithstanding

the foregoing, the Seller shall not be required to provide access to, or copies of, any books, records, documents, information or personnel

if doing so would, in the Seller’s good faith determination, (x) result in the loss or waiver of any attorney-client privilege,

work product protection or other similar privilege (unless pursuant to a joint defense or similar agreement), (y) violate any applicable

Law, or (z) relate to any dispute, claim or Action between the Seller or any of its Affiliates, on the one hand, and the Buyer or

any of its Affiliates, on the other hand. The Seller shall not destroy or dispose of any such books, records, documents, information

or correspondence prior to the sixth (6th) anniversary of the Closing Date, and, prior to any destruction or disposition thereafter,

or in connection with any dissolution, winding up or liquidation of the Seller, the Seller shall give the Buyer reasonable prior written

notice and the opportunity to take possession of (or make copies of) such materials, at the Buyer’s expense, before they are destroyed

or disposed of.

(f)            For

a period of six (6) years after the Closing, the Buyer and the Seller will reasonably cooperate with one another in the defense

or prosecution of any Action that has been or may be instituted hereafter against or by such Person relating to or arising out of the

conduct of the Business or any Transferred Subsidiary prior to the Closing (other than Actions arising out of the consummation of the

Transactions or other Actions among such Persons or their respective Affiliates or successors in interest), and the Person requesting

such cooperation shall pay the reasonable out-of-pocket expenses (including reasonable legal fees and disbursements) of the Person providing

such cooperation and of its Representatives reasonably incurred in connection with providing such cooperation. Such cooperation shall

not be unreasonably distracting to the operation of the Seller or the Buyer, as applicable, or their respective Representatives who are

involved in such cooperation. Notwithstanding the foregoing, no Person shall be required to provide cooperation under this Section 6.3(f) in

connection with any dispute, claim or Action between the Buyer or any of its Affiliates, on the one hand, and the Seller or any of its

Affiliates, on the other hand, or to the extent doing so would result in the loss or waiver of any attorney-client privilege, work product

protection or other similar privilege (unless pursuant to a joint defense or similar agreement).

(g)            Within

five (5) Business Days after the date of this Agreement, the Seller shall deliver, or cause to be delivered, to the Buyer a complete

copy (in electronic format) of the electronic data room maintained by or on behalf of the Seller in connection with the Transactions

as of the date of this Agreement. From the date of this Agreement until the Closing, the Seller shall not remove or delete any documents

or information from, or otherwise restrict the Buyer’s and its Representatives’ access to, such data room, and shall preserve

all documents and information contained therein.

Section 6.4           Notification

of Certain Matters; Transaction Litigation. The Seller shall give prompt written notice to the Buyer, and the Buyer shall give prompt

written notice to the Seller, of (a) the occurrence or failure to occur of any event that would reasonably be expected to cause

any representation or warranty made by the Seller or the Buyer, as the case may be, to become untrue or incorrect and (b) any breach

by the Seller or the Buyer, as the case may be, of any covenant or agreement to be complied with or satisfied by it under this Agreement,

in each case to the extent that any such occurrence, failure to occur or breach has resulted in or would reasonably be expected to result

in any of the conditions set forth in Article VIII to fail to be satisfied at Closing. Any notice provided, or disclosure

made, by either the Seller or the Buyer pursuant to this Section 6.4 shall not be taken into account for purposes of determining

whether the conditions set forth in Section 8.2(a) or Section 8.3(a), as the case may be, have been satisfied

or affect a Party’s rights to indemnification under Article X. Furthermore, the Seller shall give prompt notice to

the Buyer of (x) any written notice or other written communication received by the Seller or any Transferred Subsidiary from any

Person alleging that the consent of such Person is or may be required in connection with the Transactions, if the subject matter of such

communication or the failure of the Seller or such Transferred Subsidiary to obtain such consent would be material to the Business, taken

as a whole, and (y) any Actions commenced or, to the Knowledge of the Seller, threatened against the Seller, the Transferred Subsidiaries

and/or any of their respective directors or officers or other Representatives that relate to this Agreement, the other Transaction Documents

or the Transactions and of any material developments with respect thereto (“Transaction Litigation”), and shall promptly

furnish the Buyer with copies of all pleadings, demand letters, correspondence and other material filings or communications relating

to any Transaction Litigation. The Seller shall keep the Buyer informed on a reasonably current basis with respect to the status of any

such Transaction Litigation, shall give the Buyer the opportunity to participate in (at the Buyer’s expense), and to consult with

respect to the defense and settlement of, any such Transaction Litigation, and shall give reasonable and good faith consideration to

the Buyer’s advice with respect to such Transaction Litigation. The Seller shall not settle, offer to settle or compromise any

Transaction Litigation without the prior written consent of the Buyer (not to be unreasonably withheld, conditioned or delayed); provided,

however, that such consent may be granted or withheld in the Buyer’s sole discretion with respect to any settlement that

(i) involves any injunctive or other equitable relief, (ii) includes any admission of wrongdoing or Liability by anyone other

than the Seller, (iii) imposes any obligation or restriction on the Buyer or any of its Affiliates, or (iv) would reasonably

be expected to prevent, materially delay or materially impair the consummation of the Transactions.

Section 6.5           Consents

and Approvals.

(a)            From

the date of this Agreement until the earlier to occur of the Closing and the termination of this Agreement in accordance with Section 9.1,

the Parties shall cooperate with each other and use their reasonable best efforts to promptly (i) submit any information or documents

requested by any Governmental Entity in connection with this Agreement or the Transactions and (ii) obtain all permits, consents,

approvals and authorizations of all Third Parties and Governmental Entities that are necessary, proper or advisable to consummate the

Transactions and are necessary for the Buyer to operate the Business in accordance with past practice in all material respects immediately

following the Closing. The Parties shall consult with each other with respect to the obtaining of all such permits, consents, approvals

and authorizations, and each Party will keep the other Parties apprised of the status of matters relating to completion of the Transactions.

Each Party shall use its reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect

to this Agreement and the other Transaction Documents or the Transactions. Neither Party shall extend, directly or indirectly, any waiting

period under the HSR Act or under any other applicable Antitrust Law or enter into any agreement with any Governmental Entity to delay,

or otherwise not to consummate as soon as practicable, the Agreement or the Transactions, except with the prior written consent of the

other Party.

(b)            In

furtherance of, and not in limitation of the foregoing, the Parties shall: (i) as promptly as practicable after the date of this

Agreement and in any event, within ten (10) Business Days after the date hereof, file or cause to be filed with the United States

Federal Trade Commission and the United States Department of Justice all documents, notifications and reports required to be filed under

the HSR Act with respect to the Agreement or the Transactions; (ii) respond as promptly as practicable to any request for additional

information and documentary material relating thereto, and (iii) use their reasonable best efforts to cause the expiration or termination

of the applicable waiting periods or obtain any required authorizations under such Antitrust Laws or FDI Laws as soon as practicable.

Without limiting the foregoing, the Parties shall request and shall use reasonable best efforts to obtain early termination of the waiting

period under the HSR Act or other expedited treatment to the extent available under applicable Antitrust Laws or FDI Laws. Nothing in

this Agreement, including this Section 6.5, requires Buyer to contest, defend or appeal, or otherwise formally oppose or

litigate any threatened or pending Action or preliminary or permanent injunction or other Order or Law that would otherwise have the

effect of materially delaying or preventing the consummation of the Agreement or the Transactions. Buyer and Seller shall each bear fifty

percent (50%) of all filing fees in connection with any filings made by any of the parties under the HSR Act or any similar Antitrust

Laws or FDI Laws or regulations of any other jurisdiction (collectively, the “HSR Fees”).

Parties shall promptly advise each other upon receiving, and shall provide a copy of (or, if such communication was oral, a detailed

summary of the content of), any communication from any Governmental Entity in connection with this Agreement or the Transactions. The

Parties agree, to the extent not prohibited by applicable Law and to the extent reasonably practicable, (i) to consult with and

permit each other to review in advance any proposed filing and any substantive written communication or correspondence by such party

to any Governmental Entity relating to the subject matter of this Section 6.5 or the Transactions contemplated by this Agreement,

and shall take into account, in good faith, the reasonable views of such party in connection with any proposed filing and any substantive

written communication or correspondence to any Governmental Entity, including the FTC or the DOJ relating to the subject matter of this

Section 6.5 or the Transactions contemplated by this Agreement, and (ii) to permit authorized representatives of the

other party to be present at each meeting or conference relating to such filing, request, inquiry, proceeding or any other matter contemplated

by this Section 6.5 or the Transaction contemplated by this Agreement.

(d)            Buyer

shall not enter into a definitive agreement providing for, or consummate, any transaction, including, without limitation, any acquisition,

merger, purchase of assets or equity, licensing, collaboration, joint venture or any other activity involving a third party, where the

consummation of such transaction would reasonably be expected to (i) impose any material delay in the expiration or termination

of any waiting period pursuant to the HSR Act or any other applicable Antitrust Law or FDI Law or impose any material delay in the obtaining

of, or materially increase the risk of not obtaining, any authorization, consent, clearance, approval or Order of a Governmental Entity

necessary to consummate the Agreement and the Transactions, including any approvals and expiration of waiting periods pursuant to the

HSR Act or any other applicable Antitrust Law or FDI Law or (ii) materially increase the risk of any Governmental Entity entering,

or materially increase the risk of not being able to remove or successfully challenge, any permanent, preliminary or temporary injunction

or other Order, decree, decision, determination or judgment that would materially delay, restrain, prevent, enjoin or otherwise prohibit

consummation of the Agreement and the Transactions.

(e)            From

the date of this Agreement until the earlier to occur of the Closing and the valid termination of this Agreement in accordance with Section 9.1,

the Seller shall use its commercially reasonable efforts to obtain subordination, non-disturbance and attornment agreements from each

holder of a mortgage, deed of trust or ground lease affecting any of the Leased Real Property that is the subject of the Specified Leases,

in form and substance reasonably acceptable to the Buyer (“SNDAs”); provided, however, that the Seller

shall not be required to pay any fee or other consideration (other than de minimis administrative fees) to obtain any such SNDA.

Section 6.6           Further

Assurances. Subject to the terms and conditions of this Agreement, from the date of this Agreement until the earlier to occur of

the Closing and the termination of this Agreement in accordance with Section 9.1, each of the Parties shall use its reasonable

best efforts to effect the Transactions in accordance with the terms set forth in this Agreement. Following the Closing, each of the

Parties, at the reasonable request of another Party, shall execute and deliver such other instruments and do and perform such other acts

and things as may be necessary for effecting the consummation of the Transactions and the aiding and assisting in collecting and reducing

to possession any or all of the Purchased Assets.

Section 6.7           Public

Announcements. Each of Buyer and Seller shall provide and issue a press release announcing the execution of this Agreement (each,

a “Press Release”); provided, however, that each Party shall deliver, or cause to be delivered, a draft

of such Party’s Press Release to the other Party and shall consider the other Party’s reasonable comments to such Press Release

prior to the issuance thereof. Thereafter, neither Party nor any of its Affiliates shall issue any press release or otherwise make any

public announcement, statement or disclosure concerning this Agreement or the Transactions without the prior written consent of the other

Party, except to the extent (a) such release, announcement, statement or disclosure is consistent in all material respects with

the Press Releases or with any other public disclosure previously made in accordance with this Section 6.7 or (b) such

release, announcement, statement or disclosure is required by applicable Law or the rules or regulations of the SEC or any applicable

securities exchange (including a Party’s filing of a Current Report on Form 8-K upon or following execution of this Agreement,

the Information Statement and any other filings required under the Exchange Act), in each case such Party shall (i) use its reasonable

best efforts to consult with the other Party, and to provide the other Party a reasonable opportunity to review and comment on, such

release, announcement, statement or disclosure in advance of its issuance or filing, (ii) give reasonable and good faith consideration

to the other Party’s comments and (iii) and, in the case of any disclosure made pursuant to clause (b) hereof, limit

such disclosure to that portion which such Party is advised by counsel is legally required to be disclosed. For the avoidance of doubt,

nothing in this ‎Section 6.7 shall restrict Seller or any of its Affiliates from making any press release, public announcement,

statement or disclosure concerning the contemplated business and operations of Seller following the Closing and which press release,

public announcement, statement or disclosure does not include any information regarding the Transactions that are inconsistent with any

other public disclosure previously made in accordance with this ‎Section 6.7.

Section 6.8           Employees

and Employee Benefits.

(a)            Subject

to Section 6.3(b), from and after the date of this Agreement until the earlier to occur of the Closing and the termination

of this Agreement in accordance with Section 9.1, the Seller shall cooperate regarding, and facilitate the transmission of,

any written communications requested by Buyer to be distributed to any Employees or Excluded Employees relating to the Transactions or

post-Closing terms of employment, and Buyer shall consider any reasonable comments of Seller to such written communications prior to

such communications being sent. Seller shall not, and shall cause its Subsidiaries and their respective Representatives not to, distribute

or permit to be distributed any written or oral communication to any Employees or Excluded Employees relating to the Transactions, the

Buyer or post-Closing terms of employment without the prior written consent of the Buyer (not to be unreasonably withheld, conditioned

or delayed); provided that, notwithstanding the foregoing, nothing herein shall restrict ordinary course communications to Employees

or Excluded Employees that do not relate to the Transactions, the Buyer or post-Closing terms of employment with Buyer.

(b)            The

Buyer shall employ or cause to be employed with one of its Affiliates, effective immediately following the Closing, all Employees (which,

for the avoidance of doubt, will not include any Excluded Employees), including Employees who are absent due to vacation, family leave,

short-term disability or other approved leave of absence, and such Employees shall become Transferred Employees immediately following

the Closing. The employment of the Transferred Employees shall be on terms and conditions consistent with applicable Law and this Section 6.8.

Seller shall terminate the employment of the Excluded Employees on a date mutually agreed upon by Seller and Buyer but in any event no

later than the Closing. For the avoidance of doubt, Seller shall be responsible for any Liabilities associated with the termination of

the Excluded Employees. Notwithstanding the foregoing, Buyer and its Affiliates shall not be required to commence or continue the active

employment or service of any Employee unless and until such individual is legally authorized to work for Buyer or one of its Affiliates

in the applicable jurisdiction, and nothing in this Section 6.8(b) shall limit Buyer’s rights under Section 6.8(g) or

require Buyer to take any action inconsistent with applicable immigration Law.

a period of twelve (12) months immediately following the Closing Date (or if earlier, the date of the Transferred Employee’s termination

of employment), the Buyer shall, or shall cause an Affiliate of the Buyer to, provide each Transferred Employee with (i) base salary

or wage rate that is no less than the base salary or wage rate received by such Transferred Employee from Seller or the applicable Transferred

Subsidiary immediately prior to the Closing, (ii) annual cash bonus opportunities (excluding any transaction-related bonuses or

retention bonuses) that are substantially comparable, in the aggregate, to the lesser of (A) the annual cash bonus opportunities

(excluding any transaction-related bonuses or retention bonuses) provided by Buyer to its similarly situated employees, and (B) the

annual cash bonus opportunities (excluding any transaction-related bonuses or retention bonuses) as provided to such Transferred Employee

by the applicable Transferred Subsidiary immediately prior to the Closing, (iii) employee benefits (other than any change of control

or similar transaction-related payment or benefit, long-term incentives, severance, equity or equity-based incentives, defined benefit

pension plan, retiree health or retiree life insurance benefits, or nonqualified deferred compensation benefits (together, the “Excluded

Benefits”) that are substantially comparable, in the aggregate, to the lesser of (A) the employee benefits provided to

similarly situated employees of Buyer (other than the Excluded Benefits), and (B) the employee benefits provided to such Transferred

Employee by the applicable Transferred Subsidiary immediately prior to the Closing (other than the Excluded Benefits), and (iv) severance

benefits that are substantially comparable to the severance benefits provided to similarly situated employees of Buyer; provided

that in no event shall such severance benefits be less favorable than the severance benefits set forth on Section 6.8(c) of

the Disclosure Schedule.

(d)            For

purposes of eligibility, and with respect to severance and paid-time off plans, level of benefits, under the employee benefit plans of

the Buyer and its Affiliates providing benefits to any Transferred Employees after the Closing (the “New Benefit Plans”),

Buyer and its Affiliates shall, subject to applicable Law, use commercially reasonable efforts to cause each Transferred Employee to

be credited with his or her years of service with the Seller or the applicable Transferred Subsidiary prior to the Closing (including

predecessor or acquired entities or any other entities for which the Seller or the applicable Transferred Subsidiary has given credit

for prior service), to the same extent as such Transferred Employee was entitled, prior to the Closing, to credit for such service under

the corresponding Benefit Plan in which such Transferred Employee participated immediately prior to the Closing (such Benefit Plans,

collectively, the “Legacy Benefit Plans”), except (i) for purposes of benefit accrual under any New Benefit Plan

that is a defined benefit plan, (ii) for any purpose where service credit for the applicable period is not provided to participants

generally, (iii) with respect to any long-term incentive or equity or equity-based plan, or (iv) to the extent such credit

would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, Buyer will use commercially

reasonable efforts to cause each Transferred Employee to be immediately eligible to participate, without any waiting time, in any and

all New Benefit Plans to the extent coverage under such New Benefit Plan replaces coverage under a similar or comparable Legacy Benefit

Plan. The Buyer shall use commercially reasonable efforts to waive or cause to be waived any actively-at-work requirements and any limitations

on eligibility, enrollment and benefits relating to any preexisting medical conditions of Transferred Employees and their eligible dependents

under the New Benefit Plans.

(e)            From

and after the Closing Date, the Buyer shall be solely responsible for providing continuation coverage (and giving any required notices

related thereto) under Section 4980B(f) of the Code and Part 6 of Subtitle B of Title I of ERISA to those individuals

working or residing in the United States who are M&A qualified beneficiaries (as defined in Treasury Regulation Section 54.4980B-9,

Q&A-4(a)) with respect to the Transactions.

(f)            The

Seller and the Transferred Subsidiaries shall not, at any time ninety (90) calendar days prior to the Closing Date, without complying

fully with the notice requirements and other requirements of the WARN Act, effectuate a plant closing or mass layoff, in each case as

defined by the WARN Act and affecting any Employees. On or as soon as practicable following the Closing, the Seller shall provide the

Buyer with a list of “employment losses,” as such term is defined in the WARN Act, occurring in the period ninety (90) days

immediately prior to the Closing Date. The Buyer shall be responsible for any Liabilities arising under the WARN Act from any actions

taken by Buyer or its Affiliates after the Closing, with the exception of Liabilities arising from Seller’s failure to disclose

“employment losses” pursuant to Section 4.11(j) hereof or this Section 6.8(f).

(g)            If

any Transferred Employee requires a work permit, employment pass, visa, petition approval, labor condition application, labor certification,

employment authorization document, or other legal or regulatory approval for employment with Buyer or any of its Affiliates, Buyer shall,

and shall cause its Affiliates to, use commercially reasonable efforts, subject to the cooperation of Seller and the applicable Transferred

Employee and the timing and determinations of applicable Governmental Entities, to prepare, file or cause to be filed any petitions,

applications, notices, attestations or similar submissions required or reasonably necessary for such Transferred Employee to be authorized

to work for Buyer or its applicable Affiliate as of the Closing Date or as soon as reasonably practicable thereafter in accordance with

applicable Law. With respect to U.S. immigration-related filings submitted by Seller or its Affiliates on behalf of any Transferred Employee

who remains employed by Buyer or any of its Affiliates after the Closing, Buyer shall, to the extent permitted and required by applicable

Law, use commercially reasonable efforts to rely on, assume or establish successor-in-interest treatment for such filings only where

Buyer determines, after consultation with immigration counsel, that a valid successor-in-interest relationship exists or can be established

and that such treatment is legally effective. Buyer may instead file, or cause to be filed, new or amended petitions, labor condition

applications, labor certifications, immigrant petitions or other applications or notices if required or advisable because of any material

change in job duties, geographic work location, wage rate, employer, qualifying corporate relationship, ownership or control or other

eligibility facts. Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to maintain through the Closing

Date all existing work authorization and immigration filings for Employees, to avoid taking any action that would reasonably be expected

to impair such authorization or filings, and to provide Buyer, promptly upon request, copies of immigration-related files and records

for Transferred Employees, including petitions, applications, approvals, certified labor condition applications, public access files,

labor certifications, PERM audit files, ability-to-pay documentation, Form I-9 records for U.S. employees, E-Verify records if applicable,

work permit records, and related correspondence with any Governmental Entity, in each case to the extent permitted by applicable Law.

With respect to any non-U.S. work permit, employment pass, visa, or similar authorization, the Parties shall cooperate in good faith,

subject to applicable local Law, employee consent and cooperation, and advice of local immigration counsel, to take such commercially

reasonable actions as are required to support continued work authorization for Transferred Employees who remain employed by Buyer or

its Affiliates after Closing. Nothing in this Section 6.8(g) shall obligate Buyer or any of its Affiliates to hire,

retain, continue the employment of any Employee or Transferred Employee, or sponsor, continue to sponsor, initiate, support or maintain

any immigration petition, application, labor certification, work permit, visa or other immigration-related filing for any Employee or

Transferred Employee for any period following the termination of such individual’s employment; provided that Buyer and its

Affiliates shall comply with any applicable immigration-Law obligations arising from the employment or termination of any such individual

and shall be responsible for immigration-Law obligations arising from Buyer’s or its Affiliates’ post-Closing acts or omissions,

except to the extent such obligations arise out of or relate to Seller’s or its Affiliates’ pre-Closing acts or omissions,

inaccurate or incomplete records or filings, or failure to cooperate as required by this Section 6.8(g). No Party shall be

deemed to represent, warrant or guarantee that any Governmental Entity will approve, extend, amend, transfer or recognize any work authorization,

visa, petition, labor certification, or other immigration-related filing.

(h)            The

provisions of this Section 6.8 are for the sole benefit of the parties to this Agreement, and nothing in this Section 6.8,

expressed or implied, is intended or shall be construed to confer upon or give to any Person (including, for the avoidance of doubt,

any Employee, Transferred Employee, Excluded Employee or other current or former employee or independent contractor of the Seller or

any of its Affiliates), other than the parties hereto and their respective permitted successors and assigns, any legal or equitable or

other rights or remedies (including any third-party beneficiary rights). Nothing contained in this Section 6.8 shall (i) constitute

or be deemed to constitute the establishment, adoption, amendment, modification or termination of any Benefit Plan or any other benefit

or compensation plan, program, policy, agreement or other arrangement or (ii) obligate the Seller, the Buyer or any of their respective

Affiliates to (A) maintain any particular Benefit Plan or any other benefit or compensation plan, program, policy, agreement or

other arrangement, except as required by the terms of such plan or applicable Law or (B) retain the employment of any employee or

the services of any independent contractor.

Section 6.9           Bulk

Transfer Laws. The Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction

that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to the Buyer; provided that any

Liabilities arising from or attributable to such noncompliance (“Bulk Sales Liabilities”) shall be treated as Excluded

Liabilities.

Section 6.10           Non-Solicitation.

(a)            From

and after the date of this Agreement, the Seller shall, and shall cause the Seller’s Subsidiaries and its and their respective

officers and directors to, and will use its reasonable best efforts to cause their respective Representatives to, immediately cease,

and cause to be terminated, any solicitations, encouragement, discussions or negotiations with any Person conducted heretofore by the

Seller or any of its Subsidiaries or any of its or their respective Representatives with respect to any inquiry, proposal or offer that

constitutes, or would be reasonably likely to lead to or result in, a Competing Proposal. The Seller shall promptly (and in any event

within two (2) Business Days after the date of this Agreement) deliver a written notice to each Person that has received non-public

information regarding the Seller within the twenty-four (24) months prior to the date of this Agreement pursuant to a confidentiality

agreement with the Seller for purposes of evaluating any transaction that could be a Competing Proposal and for whom no similar notice

has been delivered prior to the date of this Agreement requesting the prompt return or destruction (as provided in the terms of the applicable

confidentiality agreement) of all confidential information concerning the Seller and any of its Subsidiaries heretofore furnished to

such Person. The Seller will immediately terminate any physical and electronic data access previously granted to any such Person to diligence

or other information regarding the Seller or any of its Subsidiaries for purposes of evaluating any transaction that could be a Competing

Proposal. The Seller shall use its reasonable best efforts to secure, and shall promptly confirm to the Buyer the receipt of, all certifications

of such return or destruction from each such Person as promptly as practicable after such receipt.

(b)            From

and after the date of this Agreement, the Seller shall not, and shall cause its Subsidiaries not to, and will use its reasonable best

efforts to cause its and their respective Representatives not to, directly or indirectly:

(i) initiate, solicit, propose or knowingly

encourage or knowingly facilitate the submission of any inquiry or the making of any proposal

or offer that constitutes, or would be reasonably likely to lead to or result in, a Competing

Proposal;

(ii) engage in, continue or otherwise participate

in any discussions or negotiations with any Person with respect to, relating to, or in furtherance

of a Competing Proposal or any inquiry, proposal or offer that would be reasonably likely

to lead to or result in a Competing Proposal;

(iii) furnish any non-public information regarding

the Seller or its Subsidiaries, or access to the properties, assets, books, records or employees

of the Seller or its Subsidiaries, to any Person in connection with or in response to any

Competing Proposal or any inquiry, proposal or offer that would be reasonably likely to lead

to or result in a Competing Proposal;

(iv) approve, adopt or enter into any letter

of intent or agreement in principle or other agreement providing for or relating to a Competing

Proposal (other than a confidentiality agreement entered into in compliance with Section 6.10(e)(ii));

(v) take any action to make the provisions

of any Takeover Law or any similar provision in the Seller’s Organizational Documents

inapplicable to any transactions contemplated by a Competing Proposal (and, to the extent

permitted thereunder, the Seller shall promptly take all steps necessary to terminate any

revocable or terminable waiver that may have been heretofore granted to any Person other

than the Buyer under any such provisions);

(vi) submit any Competing Proposal to a vote

or consent of the stockholders of the Seller; or

(vii) propose or recommend publicly or agree

or otherwise resolve to do any of the foregoing;

provided,

however, that notwithstanding anything to the contrary in this Agreement, the Seller or any of its Representatives may, (x) in

response to an unsolicited inquiry or proposal that did not result from a breach of Section 6.10(b), request information

reasonably necessary to clarify the terms and conditions of such inquiry or proposal to determine whether such inquiry or proposal constitutes,

or is reasonably likely to lead to or result in, a Superior Proposal and (y) in response to an inquiry or proposal from a third

party, inform a third party or its Representatives of the restrictions imposed by the provisions of this Section 6.10 (without

conveying, requesting or attempting to gather any other information except as otherwise specifically permitted hereunder).

the event that on or after the date of this Agreement, the Seller, any of its Subsidiaries or any of their respective Representatives

receives a Competing Proposal or any request for information relating to the Seller or any Subsidiary of the Seller or for access to

the properties, assets, books, records or employees of the Seller in connection with or response to a Competing Proposal or any request

for discussions or negotiations with the Seller or a Representative of the Seller relating to a Competing Proposal, the Seller will (i) promptly

(and in no event later than twenty-four (24) hours after receipt thereof) notify (which notice shall be provided orally and in writing

and shall set forth the material terms and conditions thereof, including the identity of the Person making such Competing Proposal or

request) the Buyer thereof, (ii) keep the Buyer reasonably and promptly (and in no event later than twenty-four (24) hours) informed

of the status and material terms of (including with respect to changes to the status or material terms of) any such Competing Proposal

or request and (iii) as promptly as practicable (but in no event later than twenty-four (24) hours after receipt) provide to the

Buyer unredacted copies of all written materials (regardless of whether electronic) sent or provided to the Seller or any of its Subsidiaries

that describes any terms or conditions thereof, including any proposed transaction agreements (along with all schedules and exhibits

thereto and any financing commitments related thereto), and any amendments or modifications thereto, as well as written summaries of

any material oral communications relating to the terms and conditions thereof.

(d)            Except

as permitted by Section 6.10(e), the Seller Board, including any committee thereof, agrees it shall not:

(i) withhold, withdraw, qualify, amend or

modify, or publicly propose or announce any intention to withhold, withdraw, qualify, amend

or modify, the Board Recommendation;

(ii) fail to make or include the Board Recommendation

in the Information Statement (including when filed with the SEC or disseminated to the Seller’s

stockholders);

(iii) adopt, approve, endorse or recommend,

or publicly propose or announce any intention to adopt, approve, endorse or recommend, any

Competing Proposal;

(iv) publicly declare advisable or publicly

propose to enter into, any letter of intent, memorandum of understanding, agreement in principle,

acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership

agreement or other agreement (other than a confidentiality agreement entered into in compliance

with Section 6.10(e)(ii)) relating to a Competing Proposal (an “Alternative

Acquisition Agreement”);

(v) in the case of a Competing Proposal that

is structured as a tender offer or exchange offer pursuant to Rule 14d-2 under the Exchange

Act for shares of Seller Common Stock (other than by the Buyer or an Affiliate of the Buyer),

fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against

acceptance of such tender offer or exchange offer by its stockholders within ten (10) business

days (as such term is used in Rule 14d-9 under the Exchange Act) after commencement

of such tender offer or exchange offer;

(vi) if a Competing Proposal shall have been

publicly announced or disclosed (other than pursuant to the foregoing subparagraph (v))

and has not been withdrawn, fail to publicly reaffirm the Board Recommendation within five

(5) Business Days after the Buyer so requests; or

(vii) authorize, cause or permit the Seller

or any of its Subsidiaries to enter into an Alternative Acquisition Agreement (together with

any of the actions set forth in the foregoing subparagraphs (i) through (vi),

a “Change in Recommendation”).

(e)            Notwithstanding

anything in this Agreement to the contrary:

(i) the Seller Board may, after consultation

with the Seller’s outside legal counsel, make such disclosures as the Seller Board

thereof determines in good faith are necessary to comply with Rule 14d-9 or Rule 14e-2(a) or

Item 1012(a) of Regulation M-A promulgated under the Exchange Act and such other public

disclosures as the Seller Board determines in good faith, after consultation with outside

legal counsel, that the failure to do so would be inconsistent with the fiduciary duties

of the Seller Board under applicable Law; provided, however, that (x) any

such disclosure that relates to a Competing Proposal shall be deemed to be a Change in Recommendation

unless the Seller Board reaffirms the Board Recommendation in such disclosure and (y) this

Section 6.10(e)(i) shall not be deemed to permit the Seller Board to make

a Change in Recommendation other than in accordance with ‎Section 6.10(e)(iii)

(ii) at any time prior to, but not after,

the receipt of the Seller Stockholder Approval, the Seller and its Representatives may engage

in the activities prohibited by Section 6.10(b)(ii) or Section 6.10(b)(iii) (and

may solicit, propose, encourage, or facilitate any inquiry or the making of any proposal

or offer with respect to such Competing Proposal or any modification thereto) with any Person

if the Seller receives a bona fide written Competing Proposal from such Person that was not

solicited in breach of the obligations set forth in ‎Section 6.10(b); provided,

however, that (w) no information that is prohibited from being furnished pursuant

to ‎Section 6.10(b) may be furnished until the Seller receives an executed

confidentiality agreement from such Person containing limitations on the use and disclosure

of non-public information furnished to such Person by or on behalf of the Seller that are

no less favorable to the Seller than the terms of the Confidentiality Agreement (and that

does not contain any exclusivity provision or any “standstill” relief provision

in favor of such Person, or any term more favorable to such Person than the corresponding

terms of the Confidentiality Agreement are to the Buyer) and that does not prohibit compliance

by the Seller with its obligations under this Agreement, in each case as determined in good

faith by the Seller Board, (x) any such non-public information (including any information

made available to such Person’s financing sources) has previously been Made Available

to, or is Made Available to, the Buyer prior to or concurrently with (or in the case of oral

non-public information only, promptly after (and in any event within 24 hours after)) the

time such information is Made Available to such Person, (y) prior to taking any such

actions, the Seller Board determines in good faith, after consultation with the Seller’s

financial advisors and outside legal counsel, that such Competing Proposal is, or is reasonably

likely to lead to or result in, a Superior Proposal, and (z) prior to taking any such

actions, the Seller Board determines in good faith after consultation with the Seller’s

outside legal counsel that failure to take such action would be inconsistent with the fiduciary

duties owed by the Seller Board to the stockholders of the Seller under applicable Law.

(iii) at any time prior to, but not after,

the receipt of the Seller Stockholder Approval, in response to a bona fide written

Competing Proposal from a third party that was not solicited in breach of the obligations

set forth in Section 6.10(b), the Seller Board may effect a Change in Recommendation

or may terminate this Agreement pursuant to Section 9.1(d)(i); provided,

however, that such Change in Recommendation or termination may not be made unless

and until:

(A) the Seller Board determines in good faith

after consultation with the Seller’s financial advisors and outside legal counsel that

such Competing Proposal is a Superior Proposal;

(B) the Seller Board determines in good faith,

after consultation with the Seller’s outside legal counsel, that failure to effect

a Change in Recommendation in response to such Superior Proposal would be inconsistent with

the fiduciary duties owed by the Seller Board to the stockholders of the Seller under applicable

Law;

of such proposed action and the basis thereof at least four (4) Business Days in advance,

which notice shall set forth in writing that the Seller Board intends to consider whether

to take such action and include the identity of the offeror(s) and an unredacted copy

of the relevant documents relating to the Competing Proposal (including any proposed transaction

agreements and any financing commitments related thereto);

(D) after giving such notice and prior to effecting

such Change in Recommendation or termination, the Seller negotiates (and directs its officers,

employees, financial advisor, outside legal counsel and other Representatives to negotiate)

in good faith with the Buyer (to the extent the Buyer wishes to negotiate) to make such adjustments

or revisions to the terms of this Agreement as would obviate the need for the Seller Board

to effect a Change in Recommendation or terminate this Agreement pursuant to Section 9.1(d)(i) in

response thereto; and

(E) at the end of the four (4) Business

Day period, prior to taking action to effect a Change in Recommendation or terminate this

Agreement pursuant to Section 9.1(d)(i), the Seller Board takes into account

any adjustments or revisions to the terms of this Agreement proposed by the Buyer in writing

and determines in good faith after consultation with the Seller’s financial advisors

and outside legal counsel that the Competing Proposal remains a Superior Proposal and, after

consultation with outside legal counsel, that the failure to effect a Change in Recommendation

in response to such Superior Proposal would be inconsistent with the fiduciary duties owed

by the Seller Board to the stockholders of the Seller under applicable Law; provided,

however, that in the event of any material amendment or material modification to any

Superior Proposal (it being understood that any amendment or modification to the economic

terms of any such Superior Proposal, such as terms with respect to price or financing, shall

be deemed material), the Seller shall be required to deliver a new written notice to the

Buyer and to comply with the requirements of this Section 6.10(e)(iii) with

respect to such new written notice, and the advance written notice obligation set forth in

this Section 6.10(e)(iii) shall in each case remain four (4) Business

Days.

(f)            The

Seller shall not modify, amend or terminate, or waive, release or assign, any provisions of any confidentiality or standstill agreement

(or any similar agreement) to which the Seller or any of its Subsidiaries is a party and shall enforce the provisions of any such agreement;

provided, however, that, notwithstanding any other provision in this Section 6.10, at any time prior to, but

not after, the receipt of the Seller Stockholder Approval, if, in response to an unsolicited request from a third party to waive any

“standstill” or similar provision, the Seller Board determines in good faith, after consultation with the Seller’s

outside legal counsel that the failure to take such action would be inconsistent with the fiduciary duties owed by the Seller Board to

the stockholders of the Seller under applicable Law, the Seller may waive any such “standstill” or similar provision to the

extent necessary to permit a third party to make a Competing Proposal, on a confidential basis, solely to the Seller Board and communicate

such waiver to the applicable third party; provided, further, that (x) the Seller must promptly provide the Buyer

with written notice at least two Business Days prior to taking such action and (y) concurrently with and automatically upon taking

such action, the Buyer and its Affiliates shall be released from any standstill provisions applicable to the Buyer and its Affiliates

(including under Section 7 of the Confidentiality Agreement), all of which standstill provisions shall terminate and be of no further

force and effect as of such time.

(g)            Notwithstanding

anything to the contrary in this Section 6.10, any action, or failure to take action, that is taken by a director, officer

or other Representative of the Seller or any of its Subsidiaries in violation of this Section 6.10 shall be deemed to be

a breach of this Section 6.10 by the Seller.

Section 6.11           Name

Changes.

(a)            Prior

to Closing, the Seller shall take any and all actions or cause to be taken such actions to amend its ticker symbol to remove any reference

to “Domo” and any and all derivations thereof, including making any and all required filings with Governmental Entities.

(b)            Prior

to the Closing, the Seller shall establish a new email domain (which shall not use, incorporate or otherwise be associated with the “domo.com”

domain or any other domain name or Mark included in the Transferred Intellectual Property) and shall migrate the Seller’s legal

department alias, the email address of the Chief Legal Officer and Corporate Secretary of Seller and all Excluded Employees who will

remain employed by the Seller following the Closing to email addresses using such new domain, effective no later than the Closing Date.

From and after the Closing, neither the Seller nor any of its Affiliates or Representatives shall use the “domo.com” domain

or any email address associated therewith for any purpose.

Section 6.12           Further

Agreements.

(a)            The

Seller authorizes and empowers the Buyer from and after the Closing Date to receive and to open all mail or other communications addressed

to the Seller and received by the Buyer, in order to determine whether or not such mail relates to the Purchased Assets, the Transferred

Subsidiaries, the assets of the Transferred Subsidiaries or the Assumed Liabilities. The Buyer shall deal with the contents of all such

communications in accordance with the provisions of this Section 6.12. The Buyer shall promptly deliver to the Seller any

mail or other communication received by it after the Closing Date that relates solely to Excluded Assets or Excluded Liabilities and/or

that does not relate to the Purchased Assets, the Transferred Subsidiaries, the assets of the Transferred Subsidiaries or the Assumed

Liabilities (or copies thereof, to the extent it relates to the Purchased Assets, the Transferred Subsidiaries, the assets of the Transferred

Subsidiaries or the Assumed Liabilities, but also relates to Excluded Assets or Excluded Liabilities). Without limiting the foregoing,

for a period of two (2) years after the Closing, Buyer will cooperate with Seller’s need to access all emails sent to the

@domo.com email address of the Founder and Chief Executive Officer of the Seller, any other Excluded Employee who is a member of Seller’s

legal department, the Seller’s legal department alias and the Chief Legal Officer and Corporate Secretary of Seller by automatically

forwarding such emails without prior review by Buyer to new email addresses provided to such Excluded Employees, legal department alias

and the Chief Legal Officer and Corporate Secretary of Seller by Seller (“Forwarded Emails”). On or before the Closing

(or, with respect to any Excluded Employee whose new email address is not available as of the Closing, promptly thereafter), Seller shall

provide the applicable new email addresses to Buyer. To the extent Forwarded Emails pertain to the Purchased Assets, the Transferred

Subsidiaries, the assets of the Transferred Subsidiaries or the Assumed Liabilities, Seller will promptly, but no later than seven (7) days

after receipt, return such Forwarded Emails to Buyer at an email address that Buyer shall designate and provide to Seller on or before

the Closing. If, after (x) the two (2)-year period following the Closing and prior to the sixth (6th) anniversary of the Closing

(in the case of any Excluded Employee who is a member of Seller’s legal department and the Seller’s legal department alias)

or (y) the Closing and prior to the sixth (6th) anniversary of the Closing (in the case of any other Excluded Employee), the Buyer

or any of its Affiliates receives any email or other electronic communication directed to any account, mailbox, alias or other electronic

address formerly used by such Excluded Employee or by the Seller’s legal department that does not relate to the Purchased Assets,

the Transferred Subsidiaries, the assets of the Transferred Subsidiaries or the Assumed Liabilities, the Buyer shall use commercially

reasonable efforts to promptly forward such communication to the Seller at an address designated by the Seller from time to time. Buyer

shall establish an automatic email response for all emails sent to the @domo.com email address of the Founder and Chief Executive Officer

of the Seller that indicates such email address is no longer in use and directs recipients to transmit all notices, requests and other

communications relating to the Purchased Assets, the Transferred Subsidiaries, the assets of the Transferred Subsidiaries or the Assumed

Liabilities to an email address designated by the Buyer, and all other notices, requests and other communications to the new email address

of the Founder and Chief Executive Officer of the Seller in accordance with this Section 6.12(b). The Seller agrees that

the Buyer has the right and authority to endorse, without recourse, any check or other evidence of Indebtedness received by the Buyer

in respect of any note or account receivable transferred to the Buyer pursuant to this Agreement and the Seller shall furnish such evidence

of this authority as the Buyer may reasonably request; provided, however, that the foregoing authority is without prejudice

to any rights the Seller may have with respect to any check or other evidence of Indebtedness, to the extent it does not relate to the

Purchased Assets, the Transferred Subsidiaries, the assets of the Transferred Subsidiaries or the Assumed Liabilities. Cash payments

addressed to the Seller, or checks payable to the Seller, in each case, that do not constitute or do not relate to a Purchased Asset,

any Transferred Subsidiaries, any asset of any Transferred Subsidiary or an Assumed Liability, shall promptly be forwarded to the Seller

by the Buyer.

(b)            To

the extent that the Seller receives any Cash Equivalent, check, electronic credit or deposit that constitutes a Purchased Asset or any

asset of any Transferred Subsidiary, the Seller shall receive and hold such cash, check, electronic credit or deposit (and any proceeds

thereof) in trust for the benefit of the Buyer, shall segregate the same from its own funds to the extent practicable and shall not commingle

the same with any of its other funds, and shall promptly, and in any event within five (5) Business Days, wire transfer the appropriate

amount in immediately available funds to the Buyer.

Buyer shall promptly deliver to the Seller any mail or other communication addressed to the Buyer and received by it after the Closing

Date that relates to the Excluded Assets or the Excluded Liabilities. In addition, to the extent that the Buyer receives any cash, check,

electronic credit or deposit that constitutes an Excluded Asset, the Buyer shall promptly, and in any event within ten Business Days,

wire transfer the appropriate amount in immediately available funds to the Seller. Without limiting the foregoing, if, after the Closing,

the Seller or any of its Affiliates receives any email or other electronic communication that relates to the Purchased Assets, the Transferred

Subsidiaries, the assets of the Transferred Subsidiaries or the Assumed Liabilities, the Seller shall use commercially reasonable efforts

to promptly forward such communication to the Buyer at an address designated by the Buyer from time to time.

(d)            From

and after the Closing Date, the Seller shall refer all inquiries with respect to the Purchased Assets, the Transferred Subsidiaries,

the assets of the Transferred Subsidiaries and the Assumed Liabilities to the Buyer, and the Buyer shall refer all inquiries with respect

to the Excluded Assets and the Excluded Liabilities to the Seller.

(e)            Subject

to Section 2.7, if, following the Closing, any right, property or asset that would constitute an Excluded Asset (or any related

Liability that is an Excluded Liability) is found to have been transferred to the Buyer or any of its Affiliates (including, after the

Closing, the Transferred Subsidiaries) in error, either directly or indirectly, the Buyer shall transfer, or shall cause its Affiliates

to transfer, at no cost and without further consideration, such right, property or asset (and any related Liabilities that are Excluded

Liabilities) as soon as practicable to the Seller, as indicated by the Seller in writing. If, following the Closing, any right, property

or asset that would constitute a Purchased Asset (or any related Liability that is an Assumed Liability) is found to have been retained

by the Seller or any of its Affiliates in error, either directly or indirectly, the Seller shall transfer, or shall cause its Affiliates

to transfer, at no cost and without further consideration, such right, property or asset (and any related Liabilities that are Assumed

Liabilities) as soon as practicable to the Buyer or its Affiliates, as indicated by the Buyer in writing. Without limiting the foregoing,

if, from and after the Closing, any Contract is found that relates to the Business or the Purchased Assets and that should have been

included as a Purchased Asset (including as an Assumed Contract) but was not transferred, conveyed or assigned to the Buyer at the Closing,

then, in Buyer’s sole discretion, such Contract shall be deemed a Purchased Asset and the Seller shall, and shall cause its Affiliates

to, transfer, convey and assign such Contract (together with all of the Seller’s rights thereunder) to the Buyer or its designated

Affiliate, at no cost and without further consideration, as soon as practicable, and, until such transfer, convey and assignment is effected,

the Seller shall hold such Contract and all rights and benefits thereunder in trust for the benefit of the Buyer and shall promptly pay

or deliver to the Buyer any monies, benefits or other proceeds received thereunder.

Section 6.13           Insurance.

(a)            The

Buyer agrees to arrange for its own insurance policies with respect to the Business, the Purchased Assets, the Transferred Subsidiaries,

the assets of the Transferred Subsidiaries and the Assumed Liabilities as of and after the Closing. Without prejudice to any right of

indemnification pursuant to this Agreement, other than as set forth in Section 6.13(b), the Buyer agrees not to make any

claim under any of the Seller’s or the Seller’s Affiliates’ insurance policies that provide or may provide coverage

for claims relating in any way to the Business, the Purchased Assets, the Transferred Subsidiaries, the assets of the Transferred Subsidiaries

or the Assumed Liabilities.

(b)            From

and after the Closing, with respect to all Insurance Policies and bonds maintained by the Seller or any Affiliate of the Seller that

provide coverage for the Business, the Purchased Assets, the Transferred Subsidiaries, or the assets of the Transferred Subsidiaries

(such policies, the “Available Insurance Policies”), to the extent a claim or occurrence relating to the Business,

the Purchased Assets, the Transferred Subsidiaries, the assets of the Transferred Subsidiaries or the Assumed Liabilities arising prior

to the Closing is covered by the Available Insurance Policies, and not by the Buyer’s insurance policies, the Buyer or its Affiliates

may access, submit claims, retain claims made prior to the Closing, and seek coverage for such claims under the Available Insurance Policies

(the “Available Claims”), subject to the terms and conditions of such Available Insurance Policies and Seller shall,

and shall cause its Affiliates to, at the sole expense of Buyer, use commercially reasonable efforts to assist Buyer and the Transferred

Subsidiaries, upon written request by Buyer, in submitting and pursuing Available Claims; provided, however, that the Seller

is not representing that the Available Insurance Policies will cover any particular Available Claim. With respect to any Available Claim,

the Seller shall pay over to the Buyer or assign any related proceeds of any insurance recovery for such Available Claim actually received

by the Seller and any Affiliates of the Seller following the Closing. If the terms of the Available Insurance Policies do not allow the

Buyer to directly access, submit claims, retain claims, and seek coverage for such Available Claims, the Seller shall make reasonable

efforts to act on behalf of the Buyer in engaging in the foregoing and, in connection therewith, shall use its reasonable best efforts

to follow any reasonable direction of the Buyer with respect to such Available Insurance Policy; provided, however, that (i) the

Seller shall not be obligated to violate any Law or term of any Available Insurance Policy or initiate any dispute proceeding with the

insurers of any Available Insurance Policy; (ii) the Buyer shall exclusively bear the amount of any “deductibles” and

“retentions” to the extent applied to such claims under such Available Insurance Policies and shall otherwise be liable for

all uninsured or uncovered amounts of such claims, except to the extent that any Available Claim constitutes an Excluded Liability; and

(iii) the Buyer shall not, without the written consent of the Seller, amend, modify or waive any rights of the Seller or other insureds

under any such insurance policies and programs in any manner that would be adverse to the Seller or an Affiliate of the Seller; provided

that, with respect to any Available Insurance Policies under which the Business or a Transferred Subsidiary is the sole named insured,

the Seller acknowledges and agrees, on behalf of itself and its Affiliates, that the Buyer may, or may cause, the applicable Transferred

Subsidiary or the Business to cancel, replace, elect not to renew or otherwise modify in any manner such policies from and after the

Closing. Notwithstanding anything to the contrary contained herein, (A) nothing in this Agreement shall limit, waive or abrogate

in any manner any rights of the Seller or any Affiliate of the Seller to insurance coverage for any matter and (B) subject to the

Buyer’s rights in this Section 6.13, the Seller shall retain the exclusive right to control all of its insurance policies

and programs, including the right to settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance

policies and, except as otherwise expressly set forth herein, to amend, modify, terminate or waive any such insurance policies and programs

or any rights thereunder; provided, however, that the Seller shall not, and shall not have the right to, amend, modify,

terminate, waive or take or omit to take any action to alter coverage under, any Available Insurance Policies in a manner that negatively

affects the Buyer’s or its current or future Affiliates’ (including, after the Closing, the Transferred Subsidiaries) rights

or ability to recover under the Available Insurance Policies as provided in this paragraph. With respect to any Available Insurance Policies

that are claims-made policies, the Seller (x) shall not take any action to alter coverage available to the Business for pre-Closing

claims made or circumstances reported and (y) shall report or provide notice to the applicable insurers prior to the Closing of

all claims (as defined in such policies) and circumstances that could lead to such claims, to the extent allowed by such policies. The

Buyer shall use its reasonable best efforts to cooperate with the Seller with respect to any Available Claim and requests for benefits

and sharing such information as is reasonably necessary in order to permit the Seller to manage and conduct its insurance matters.

Seller shall use its reasonable best efforts to maintain in full force and effect all material insurance coverage covering the Business

(or comparable replacement coverage), and shall pay all premiums, taxes, and fees relating to pre-Closing time periods.

(d)            To

the extent the Seller or any of its Affiliates, or their insurance brokers, receive any notice or other communication with respect to

any (i) Insurance Policies or bonds where the Business or a Transferred Subsidiary is the sole named insured, or (ii) any other

Available Insurance Policy (but only with regard to the Business or any Transferred Subsidiary), such Person shall promptly notify the

Buyer in writing.

(e)            The

Seller shall (i) maintain, or cause to be maintained, for a period of not less than six (6) years from the Closing, all of

its Insurance Policies relating to directors’ and officers’ liability, employment practices liability and fiduciary liability

insurance, and (ii) obtain, or cause to be obtained, at or prior to the Closing, directors’ and officers’ liability,

employment practices liability, and fiduciary liability insurance “tail” coverage, with coverage limits and other terms and

conditions no less favorable than those in effect immediately prior to the Closing, and covering each Person covered under such policies

immediately prior to Closing (the “D&O Tail Policy”) for the benefit of (A) Dawn Utah, each Transferred Subsidiary

and the Business, including in respect of any Assumed Liability, and (B) Seller or any Affiliate of Seller, including in respect

of any Excluded Liability. The D&O Tail Policy shall provide coverage for a period of not less than six (6) years from the Closing

and Seller shall bear all of the premiums and related costs of the D&O Tail Policy. During such six (6)-year period, Seller shall

not amend, modify, terminate or otherwise impair the D&O Tail Policy in any manner adverse to any Person covered thereunder.

Section 6.14           Credit

Support Cooperation. From the date of this Agreement until the earlier to occur of the Closing and the valid termination of this

Agreement in accordance with Section 9.1, the Seller will, and will cause its Affiliates and its and their respective Representatives

to, provide to the Buyer such cooperation as is reasonably requested by the Buyer in connection with seeking replacement guarantees,

letters of credit, surety bonds or other assurances of payment with respect to the letters of credit, guarantees, surety agreements,

bonds and other credit support instruments issued by or on behalf of the Seller or any Transferred Subsidiary to any third party or Governmental

Entity (the “Credit Support Obligations”). All costs and expenses incurred in connection with providing replacement

credit support or the release or substitution of any Credit Support Obligation to the extent relating to the Purchased Assets or the

Assumed Liabilities shall be borne by the Buyer, and all other costs and expenses incurred in connection with the release or substitution

of the Credit Support Obligations shall be borne by the Seller.

Section 6.15           Restrictive

Covenants.

(a)            Acknowledgment.

The Seller acknowledges and agrees that: (i) the agreements and covenants contained in this Section 6.15 are reasonable,

proper and valid in geographic scope, temporal scope and all other respects, and do not impose any undue burden upon the Seller or any

of its Affiliates; (ii) such agreements and covenants are reasonable, essential and required to protect the Buyer’s legitimate

interests in the goodwill, customer and supplier relationships, workforce stability, confidential information, trade secrets and other

value of the Business, the Purchased Assets and the Transferred Subsidiaries; (iii) the Seller and its Affiliates are familiar with

the confidential and proprietary information, trade secrets, technology, customers, prospective customers, suppliers, employees, service

providers and other business relationships of the Business; (iv) the Buyer and its Affiliates would be irreparably damaged if the

Seller or any of its Affiliates were to compete with the Business or interfere with the employees, customers, prospective customers,

suppliers or other business relationships of the Business following the Closing; and (v) the covenants and agreements set forth

in this Section 6.15 are a material inducement to the Buyer’s entry into this Agreement and the Buyer would not obtain

the benefit of the bargain specifically negotiated by the Parties if the Seller or any of its Affiliates breached this Section 6.15.

(b)            Non-Compete.

In further consideration of the amounts to be paid hereunder in exchange for the Business and the Purchased Assets, including the goodwill

of the Business sold in connection therewith, during the period commencing on the Closing Date and ending on the third (3rd) anniversary

of the Closing Date (the “Restricted Period”), the Seller shall not, and shall cause its controlled Affiliates not

to, directly or indirectly, whether for itself or through any other Person, and whether individually, jointly or in any capacity, in

each case, unless Buyer provides prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned): (i) engage

in any Competitive Activities anywhere in the world (the “Restricted Area”); (ii) own any interest in, manage,

operate, control, finance, render services to, provide assistance to, consult for, participate in, or otherwise become associated with

any Person that engages in, or is actively planning to engage in, Competitive Activities within the Restricted Area; (iii) derive

revenue from, or enter into any Contract or arrangement to derive revenue from, any horizontal product line involving ETL, ELT, connectors,

dashboards, business intelligence, data visualization, data integration or data connectivity products or services, or any other product

or services, that compete with the Business; (iv) provide consulting, implementation, system integration, advisory or other similar

professional services to Buyer’s customers, including as a Buyer partner with respect to the products and services provided by

the Business; or (v) assist, enable, encourage or facilitate any Person in doing any of the foregoing. Notwithstanding the foregoing,

nothing in this Section 6.15 shall prohibit the Seller or any of its Affiliates from: (u) acquiring or holding, solely

as a passive investment, not more than two percent (2%) of the outstanding voting securities of any Person whose securities are listed

on a national securities exchange; (v) acquiring, owning or operating a Permitted Business; (w) developing, for internal use

only, vertical software platforms, AI agents or AI-enabled applications or platforms that are or intended to be used as analytics, business

intelligence or data integration platform but not commercializing any such items in any way that would be competitive with the Business;

(x) developing AI agents, copilots, automation systems, knowledge systems or decision-support applications that operate upon enterprise

data for internal use purposes but not commercializing any such items in any way that would be competitive with the Business, or (y) complying

with its express obligations under this Agreement or any other Transaction Document.

Non-Solicit; No-Hire. During the Restricted Period, the Seller shall not, and shall cause its controlled Affiliates not to, directly

or indirectly, whether for itself or through any other Person: (i) solicit, recruit, knowingly encourage, induce or attempt to solicit,

recruit, encourage or induce any Restricted Employee to terminate, reduce or alter such Restricted Employee’s employment, engagement

or other service relationship with the Buyer, any Transferred Subsidiary or any of their respective Affiliates; (ii) hire, employ,

engage, retain or otherwise enter into any employment, consulting, independent contractor or other service relationship with any Restricted

Employee; or (iii) assist, encourage or facilitate any Person in doing any of the foregoing. Notwithstanding the foregoing, this

Section 6.15(c) shall not prohibit the Seller or its Affiliates from: (A) conducting general solicitations, general

advertisements or generalized searches through search firms that are not targeted, directly or indirectly, at Restricted Employees; or

(B) soliciting, hiring, employing, engaging or retaining any Restricted Employee (x) whose employment or engagement with the

Buyer, any Transferred Subsidiary or any of their respective Affiliates ceased as a result of (1) such Restricted Employee’s

voluntary resignation or (2) a termination by the Buyer, any Transferred Subsidiary or any of their respective Affiliates for cause,

in each case, at least six (6) months prior to such solicitation, hiring, employment, engagement or retention, as applicable, or

(y) whose employment or engagement with the Buyer, any Transferred Subsidiary or any of their respective Affiliates was terminated

by the Buyer, any Transferred Subsidiary or any of their respective Affiliates without cause.

(d)            Customer

Non-Solicit; No Competitive Business. During the Restricted Period, the Seller shall not, and shall cause its Affiliates not to,

directly or indirectly, whether for itself or through any other Person: (i) solicit, market to, sell to, license to, provide services

to, accept business from, or do business with, or enter into any Contract or other arrangement with, any Restricted Customer or Supplier

for or with respect to any Competitive Activities; (ii) knowingly encourage, induce or attempt to encourage or induce any Restricted

Customer or Supplier to terminate, reduce, impair or adversely modify or alter such Restricted Customer or Supplier’s relationship

or business with the Buyer, any Transferred Subsidiary, any of their respective Affiliates or the Business; (iii) use any confidential

information, trade secrets, customer information, pricing information, pipeline information or goodwill of the Business to compete for,

solicit, divert or accept business from any Restricted Customer or Supplier; or (iv) assist, enable, knowingly encourage or facilitate

any Person in doing any of the foregoing. Notwithstanding the foregoing, this Section 6.15(d) shall not prohibit the

Seller or its Affiliates from making general solicitations or general advertisements that are not targeted, directly or indirectly, at

any Restricted Customer or Supplier; provided that such general solicitations or advertisements shall not permit the Seller or

any of its Affiliates to sell, license, provide or accept any products or services constituting Competitive Activities from or with any

Restricted Customer or Supplier.

(e)            Non-Disparagement.

During the period commencing on the Closing Date and ending on the third (3rd) anniversary of the Closing Date, neither Party

shall, nor cause its respective Affiliates to, directly or indirectly, whether for itself or through any other Person, make (or cause

to be made) any disparaging, derogatory or other negative statement about the Business, the other Party, or any of the other Party’s

officers, directors or employees (or any of their respective products or services); provided that nothing herein is intended to

limit any rights under the National Labor Relations Act or compliance with any applicable Law or a valid Order of a court of competent

jurisdiction or an authorized Governmental Entity. This provision is not applicable to truthful testimony obtained through subpoena or

pursuant to investigation by any Governmental Entity.

(f)            Tolling.

If a Party or any of its Affiliates violates any covenant in this Section 6.15, the applicable restricted period shall be

tolled and extended with respect to such violation for the period beginning on the date of the first violation and ending on the date

such violation has been fully cured.

(g)            Severability;

Reformation. If any court of competent jurisdiction determines that the duration, geographic scope, subject matter or other restriction

contained in this Section 6.15, including any defined terms used therein, is unenforceable, the Parties intend that such

court modify and reform the restriction to the maximum duration, geographic scope, subject matter or other restriction that such court

determines to be enforceable under applicable Law, and the remaining provisions of this Section 6.15 shall remain in full

force and effect. If such modification or reformation is not permitted in any jurisdiction, the unenforceable provision shall be deemed

severed solely as to such jurisdiction, and the remaining provisions of this Agreement shall remain in full force and effect.

(h)            Equitable

Relief. Without limiting any other rights or remedies available to the Buyer or its Affiliates, the Seller acknowledges and agrees

that any breach or threatened breach of this Section 6.15 would result in irreparable harm to the Buyer, its Affiliates,

the Business, the Purchased Assets and the Transferred Subsidiaries for which monetary damages would not be an adequate remedy. Accordingly,

in the event of any breach of this Section 6.15, the Buyer and its Affiliates shall be entitled to seek temporary, preliminary

and permanent injunctive relief, specific performance and any other equitable relief in addition to any other remedy available at law

or in equity.

Section 6.16           Software

Code. As soon as reasonably practicable, and in no event more than ten (10) days after the Closing Date (but in no event before

transferring all of its Software included in the Purchased Assets (including Software of the Transferred Subsidiaries) to Buyer), Seller

will (a) destroy, and cause its Affiliates to destroy, all copies of source code of Software that constitute Purchase Assets (including

Software of the Transferred Subsidiaries) which are retained in electronic form on any electronic media or other items of tangible personal

property in Seller’s or its Affiliates’ custody, possession or control; and (b) cause an officer of Seller to certify

to Buyer in writing that such delivery and destruction has occurred by executing a document in the form reasonably acceptable to Buyer.

Section 6.17           Post-Closing

Deliveries.

(a)            On

or prior to the date that is two (2) Business Days after the Closing Date, Seller shall make available for pick-up by Buyer or its

designees, all tangible property, copies of all Assumed Contracts and all other tangible Purchased Assets which may be physically or

electronically delivered. All Software will be delivered via load and leave measures or other electronic delivery as mutually agreed

upon by the parties.

(b)            Seller

agrees that, if Seller’s participation is necessary for enforcement and Seller’s involvement is reasonably requested by Buyer,

it will cooperate with Buyer, at Buyer’s expense, in enforcing the terms of any Contract between Seller or its Affiliate and any

third party involving the activities associated with the Purchased Assets, including, without limitation, terms in Contracts or otherwise

relating to confidentiality and the protection of any and all rights related to any of the Intellectual Property included in the Purchased

Assets, including prohibitions on reverse engineering. In the event that Buyer is unable to enforce any Contract or other rights related

to such Intellectual Property against a third party, whether due to a lack of standing or otherwise, Seller agrees to reasonably cooperate

with Buyer to enable Buyer to enforce its Intellectual Property Rights in its own name, including by joining Buyer as a party in litigation.

agrees further that, if reasonably requested by Buyer, Seller will cooperate fully with Buyer to provide reasonable access to records

and personnel of Seller to the extent Buyer finds such access necessary in order to transition the Purchased Assets into service of Buyer.

Section 6.18           Termination

of Affiliate Arrangements; Contracts.

(a)            At

or prior to the Closing, the Seller shall, and shall cause its Affiliates and the Transferred Subsidiaries to, cause all Contracts, arrangements,

understandings, obligations, balances, accounts and claims set forth on (or required to be set forth on) Section 4.22(a) or

Section 4.22(b) of the Disclosure Schedule to be settled, paid off, eliminated or terminated in their entirety, effective

no later than the Closing, without any continuing Liability to the Buyer, the Business or any Transferred Subsidiary (the “Affiliate

Contracts”); provided that, for the avoidance of doubt, this Section 6.18(a) shall not apply to (i) this

Agreement, any other Transaction Document or any arrangement expressly contemplated hereby or thereby, or (ii) any Contract or arrangement

solely between or among the Transferred Subsidiaries.

(b)            Without

limiting Section 6.18(a), at or prior to the Closing, the Seller shall, and shall cause each Excluded Subsidiary to dividend,

distribute or otherwise transfer to Dawn Utah all Cash Equivalents held by Seller or any such Excluded Subsidiary, other than such Cash

Equivalents as are reasonably necessary to satisfy (i) the outstanding Liabilities of Seller or any such Excluded Subsidiary as

of the Closing and (ii) Liabilities of Seller or any such Excluded Subsidiary reasonably expected to become due and payable in the

ordinary course following the Closing. Seller shall also cause any intercompany account or balance owed by an Excluded Subsidiary to

the Seller or any Transferred Subsidiary to be settled in cash prior to the Closing.

to the Closing, the Seller shall deliver any required termination notices and take all actions necessary to cause that certain Master

Cash Flow Purchase Agreement, dated as of July 22, 2024, between Capchase Inc. and the Seller (the “Capchase Agreement”)

to be terminated effective no later than the Closing. Seller shall obtain and deliver to Buyer evidence reasonably satisfactory to Buyer

that (i) the Capchase Agreement has been terminated, (ii) all obligations of the Seller and its Affiliates thereunder have

been satisfied or discharged, and (iii) any and all Liens arising under the Capchase Agreement on the Purchased Assets or the assets

of any Transferred Subsidiary have been fully released and discharged, in each case without any continuing Liability, obligation or commitment

of the Buyer, any Transferred Subsidiary or the Business.

Section 6.19           Release.

(a)            Effective

as of the Closing, the Seller, on behalf of itself and its Affiliates and each of its and their respective officers, directors, managers

and equityholders (collectively, the “Seller Releasors”), hereby unconditionally, irrevocably and forever releases

and discharges the Buyer, its Affiliates (including, after the Closing, the Transferred Subsidiaries) and each of their respective successors

and assigns, and any present or former directors, managers, officers, employees or agents of any of the foregoing (each, a “Buyer

Released Party”), from, and hereby unconditionally and irrevocably waives, any and all claims, debts, losses, expenses, proceedings,

covenants, liabilities, suits, judgments, damages, actions and causes of action, obligations, accounts and liabilities of any kind or

character whatsoever, whether known or unknown, suspected or unsuspected, in contract or in tort, at Law or in equity, that such Seller

Releasor ever had, now has or hereafter may have against any Buyer Released Party, for or by reason of any matter, circumstance, event,

action, inaction, omission, cause or thing whatsoever arising from events occurring prior to the Closing and in respect of the ownership,

management or operation of the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Subsidiaries; provided,

however, that the foregoing release and waiver shall not release, waive, discharge, impair or otherwise affect any right, claim,

obligation or Liability (i) arising under, or in respect of any breach of, this Agreement or any other Transaction Document, including,

but not limited to, any right to indemnification, payment or other remedy under Article X or any purchase price adjustment

or payment obligation under Article II, (ii) in respect of Fraud, (iii) that may not be released as a matter of

applicable Law, or (iv) to the extent any Seller Releasor is or was an employee or individual service provider of the Seller or

any Transferred Subsidiary, any claim by such Seller Releasor for (A) accrued but unpaid wages, salary, bonuses or other compensation

earned prior to the Closing, (B) unreimbursed business expenses, (C) accrued but unused vacation or paid time off, in each

case to the extent payable under applicable Law or the terms of any written employment agreement, or (D) rights expressly provided

to such Seller Releasor under any written employment agreement with the Seller or any Transferred Subsidiary. The Seller, on behalf of

itself and each of the Seller Releasors, expressly waives all rights afforded by any statute that limits the effect of a release with

respect to unknown claims. The Seller, on behalf of itself and each of the Seller Releasors, understands the significance of this release

of unknown claims and waiver of statutory protection against a release of unknown claims, and acknowledges and agrees that this waiver

is an essential and material term of this Agreement and that the Buyer is relying on the release and waiver provided in this Section 6.19(a) in

connection with entering into this Agreement.

(b)            Effective

as of the Closing, the Buyer, on behalf of itself and its Affiliates and each of its and their respective officers, directors, managers

and equityholders (including, after the Closing, the Transferred Subsidiaries) (collectively, the “Buyer Releasors”),

hereby unconditionally, irrevocably and forever releases and discharges the Seller and its Affiliates and each of their respective successors

and assigns, and any present or former directors, managers, officers, employees or agents of any of the foregoing (each, a “Seller

Released Party”), from, and hereby unconditionally and irrevocably waives, any and all claims, debts, losses, expenses, proceedings,

covenants, liabilities, suits, judgments, damages, actions and causes of action, obligations, accounts and liabilities of any kind or

character whatsoever arising from events occurring prior to the Closing and, whether known or unknown, suspected or unsuspected, in contract

or in tort, at Law or in equity, that such Buyer Releasor ever had, now has or hereafter may have against any Seller Released Party,

for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing whatsoever in respect of the ownership,

management or operation of the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Subsidiaries; provided,

however, that the foregoing release and waiver shall not release, waive, discharge, impair or otherwise affect any right, claim,

obligation or Liability (i) arising under, or in respect of any breach of, this Agreement or any other Transaction Document, including

but not limited to any right to indemnification, payment or other remedy under Article X or any purchase price adjustment

or payment obligation under Article II, (ii) in respect of Fraud, or (iii) that may not be released as a matter

of applicable Law. The Buyer, on behalf of itself and each of the Buyer Releasors, expressly waives all rights afforded by any statute

that limits the effect of a release with respect to unknown claims. The Buyer, on behalf of itself and each of the Buyer Releasors, understands

the significance of this release of unknown claims and waiver of statutory protection against a release of unknown claims, and acknowledges

and agrees that this waiver is an essential and material term of this Agreement and that the Seller is relying on the release and waiver

provided in this Section 6.19(b) in connection with entering into this Agreement.

Section 6.20           Financial

Statement Preparation; Scope of Delivery.

(a)            From

and after the date hereof but prior to the Closing Date, the Seller shall, and shall cause its Representatives to, at the Buyer’s

sole cost and expense, use reasonable best efforts to (i) collaborate with the Buyer and its Representatives in connection with

the preparation of the Acquired Business Financial Statements and (ii) provide to the Buyer and its Representatives with (A) substantially

completed drafts of the Acquired Business Financial Statements and (B) prompt and reasonable access to the Seller’s Representatives

during such Representatives’ regular business hours given reasonable notice and the information, financial statements and underlying

documentation, in each instance, with respect to the Transferred Business as reasonably necessary for the Buyer to review and validate

the Acquired Business Financial Statements and for the Seller to cause its independent certified public accountants to begin and conduct

the audit of the Acquired Business Financial Statements in connection therewith.

(b)            From

and after the Closing and continuing until the end of the Financial Cooperation Period, the Seller shall, and shall cause its Representatives

to, at the Buyer’s sole cost and expense, use reasonable best efforts to provide to the Buyer and its Representatives (x) reasonable

support in the finalization and filing of the Acquired Business Financial Statements, and (y) prompt access to the Seller’s

Representatives and the information (including, but not limited to, general ledgers, sub-ledgers, trial balances, supporting schedules,

working papers, books, records ledger files, reports, accounts, data and operating records, whether in hard copy, electronic format or

other media), financial statements and underlying documentation, in each instance, with respect to the Transferred Business reasonably

necessary for the Seller to cause its independent certified public accountants to conduct, or have conducted, the audit of the Acquired

Business Financial Statements and for the Buyer’s independent auditors to review such audit, such that the Buyer can publicly file

the Acquired Business Financial Statements and pro forma financial information with the SEC in accordance with Rule 3-05 of Regulation

S-X and the rules and regulations promulgated thereunder.

limiting the generality of Section 6.20(b), the Seller’s obligations thereunder shall include using reasonable best

efforts to:

(i) provide to the Buyer and its Representatives

such detailed financial information and supporting data relating to the Transferred Business

as is reasonably necessary for the Buyer to prepare the pro forma financial information required

to be included in the Buyer’s Current Report on Form 8-K (or any amendment thereto)

filed with the SEC in connection with the Transaction, as contemplated by the Exchange Act

and the rules and regulations promulgated thereunder, including information necessary

to prepare pro forma adjustments reflecting the acquisition of the Purchased Assets and the

assumption of the Assumed Liabilities;

(ii) make the Seller’s finance and accounting

personnel reasonably available during the Financial Cooperation Period for calls, meetings,

and responses to inquiries from the Buyer and its Representatives (including the Buyer’s

independent auditors), with the Seller using reasonable best efforts to respond to such inquiries

as promptly as practicable and to make relevant personnel available for scheduled calls as

promptly as practicable;

(iii) cause the Seller’s independent

certified public accountants to conduct the audit of the Acquired Business Financial Statements

and to provide the Buyer’s independent auditors with reasonable access to participate

in and review such audit (at Buyer’s cost), including by making available workpapers

and other relevant records to the extent permitted by applicable professional standards;

(iv) obtain a consent from the Seller’s

independent certified public accountants to the inclusion of any audit report with respect

to the Acquired Business Financial Statements in any filing by the Buyer with the SEC, to

the extent such consent is required pursuant to Rule 3-05 of Regulation S-X or Form 8-K,

and otherwise cooperate with the Buyer in connection with any reasonable requests from the

Buyer to the Seller’s independent certified public accountants in connection with any

required use of the Acquired Business Financial Statements; and

(v) execute and deliver, or cause to be executed

and delivered, such customary management representation letters as may be reasonably requested

by the Seller’s or the Buyer’s independent auditors in connection with the audit

or review of the Acquired Business Financial Statements, in each case covering the pre-Closing

periods.

(d)            With

respect to the preparation of the materials described in Section 6.20(b) and Section 6.20(c), the Buyer

will reimburse the Seller, within ten (10) Business Days after demand in writing therefor, for any reasonable, documented out-of-pocket

costs, fees and expenses actually incurred by the Seller in complying with the applicable provisions of this Section 6.20.

Section 6.21           Landlord

Consent. The Seller shall use reasonable best efforts to obtain and deliver to the Buyer landlord consents to assignment or, in the

case of any Transferred Subsidiary that is the tenant under a Lease (other than an Excluded Lease), landlord consents, acknowledgments

or waivers with respect to any change of control provision contained in such Lease, in each case with respect to each Lease (other than

an Excluded Lease) for which such consent, acknowledgment or waiver is required thereunder and in a form reasonably acceptable to the

Buyer (collectively, the “Landlord Consents”).

ARTICLE VII

TAX MATTERS

Section 7.1           Section 338

Elections.

(a)            The

Seller and Buyer shall jointly and timely make an election under Section 338(h)(10) of the Code and the Treasury Regulations

thereunder (and any comparable election under state or local Law) with respect to the acquisition of Dawn Utah (such election, the “Section 338(h)(10) Election”).

The Buyer shall prepare and deliver to the Seller an IRS Form 8023 (or any successor form) and any similar forms required in connection

with the Section 338(h)(10) Election (the “Section 338(h)(10) Form”) within sixty (60) days of

the Closing Date. The Seller shall cooperate with the Buyer in the preparation and execution of the Section 338(h)(10) Form and

shall execute such Section 338(10) Form within five (5) Business Days of its receipt thereof. The Seller shall further

execute (or cause to be executed) and deliver to the Buyer any additional or substitute documents or forms as are reasonably requested

by the Buyer to complete the Section 338(h)(10) Election at least five days prior to the date such documents or forms are required

to be filed. The Seller and the Buyer shall cooperate with each other to take or cause to be taken all commercially reasonable actions

necessary and appropriate (including filing such additional forms, Tax Returns, elections, schedules and other documents as may be required)

to timely effect the Section 338(h)(10) Election.

(b)            Buyer

shall make an election under Section 338(g) of the Code (and any corresponding election under state, local, and foreign Tax

Law) with respect to the direct or indirect acquisition of any Transferred Subsidiary that is a non-U.S. Subsidiary (such subsidiaries,

the “Section 338(g) Subsidiaries” and such election, the “Section 338(g) Election”).

The Seller, as and to the extent applicable, shall cooperate with Buyer to take or cause to be taken all commercially reasonable actions

necessary and appropriate to timely effect the Section 338(g) Election.

Section 7.2           Transfer

Taxes. Each of the Buyer and the Seller shall bear fifty percent (50%) of any stamp, documentary, registration, sales, use, transfer,

value added or other analogous non-Income Tax imposed under applicable Law on the sale of the Purchased Assets (a “Transfer

Tax”). The Party that is required by applicable Law to pay any Transfer Taxes and/or file any Tax Returns relating to Transfer

Taxes shall timely pay such Transfer Taxes or file such Tax Returns, and the non-filing Party shall reasonably cooperate with respect

thereto.

Section 7.3           Cooperation.

After the Closing, each of the Seller and the Buyer shall (and shall cause their respective Affiliates to) use commercially reasonable

efforts to:

(a)            assist

the other Party in preparing any Tax Returns (including those described in Section 2.6 and Section 7.1) that

relate to the Transferred Subsidiaries, the Purchased Assets, the Assumed Liabilities or the Business that such other Party is responsible

for preparing and filing;

(b)            cooperate

fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns that relate to the Transferred Subsidiaries,

the Purchased Assets, the Assumed Liabilities or the Business;

and preserve until the expiration of the applicable statutes of limitations, and make available to the other and to any taxing authority

as reasonably requested all information, records and documents relating to Taxes imposed with respect to the Transferred Subsidiaries,

the Purchased Assets, the Assumed Liabilities or the Business and make employees available to the other Party as reasonably requested

during business hours to supplement or explain such information, records and documents;

(d)            furnish

the other Party with copies of all correspondence received from any taxing authority in connection with any Tax audit or information

request that relate to the Transferred Subsidiaries, the Purchased Assets, the Assumed Liabilities or the Business with respect to any

Tax for which such other Party may be liable; and

(e)            timely

sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce),

or file Tax Returns or other reports with respect to, Transfer Taxes.

In no event shall the Seller

or the Buyer (or any of their respective Affiliates) be required to provide to the other Party any Tax Return for a consolidated, combined,

unitary or other similar Tax group of which the Seller or the Buyer, respectively, is a member.

Section 7.4           Tax

Returns; Tax Contests and Tax Covenants.

(a)            The

Seller shall timely prepare and file, or cause to be timely prepared and filed, all Tax Returns for a combined, consolidated, unitary

or other similar Tax group of which the Seller or any of its Affiliates (other than the Transferred Subsidiaries) is the common parent

(including any such Tax Returns that are due after the Closing Date), and shall pay all Taxes shown as due and owing on such Tax Returns.

The Parties agree that, to the extent applicable, all items accruing on the Closing Date shall be allocated to the taxable period of

the Transferred Subsidiaries ending on the Closing Date pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(1) (and

not pursuant to the “next day” rule under Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or pursuant

to the ratable allocation method under Treasury Regulation Section 1.1502-76(b)(2)(ii) or 1.1502-76(b)(2)(iii)).

(b)            The

Buyer shall prepare or cause to be prepared all Tax Returns not described in Section 7.4(a) with respect to the Purchased

Assets (including all Tax Returns of the Transferred Subsidiaries) that are first due (taking into account extension) after the Closing

Date.

the Closing, the Seller shall give prompt written notice to the Buyer upon receipt of any notice of the commencement of any examination,

audit, demand, claim, notice of commencement of a claim, proposed adjustment, assessment or other Action that would reasonably be expected

to give rise to a Liability described in Section 2.3(d) (a “Tax Contest” and, such notice, the “Tax

Contest Notice”).

(i) The Buyer may elect to assume and control

the defense of any Tax Contest by providing written notice to the Seller within fifteen (15)

days after delivery by the Seller to the Buyer of the Tax Contest Notice. The Seller agrees

to cooperate with the Buyer in pursuing any Tax Contest that the Buyer elects to assume and

control (including taking any necessary actions to permit the Buyer to control any such Tax

Contest). If the Buyer elects to assume and control the defense of a Tax Contest, the Buyer

shall (A) bear its own costs and expenses in connection with such Tax Contest, (B) be

entitled to engage its own counsel, (C) keep the Seller reasonably informed of all material

developments and events relating to such Tax Contest and (D) if such Tax Contest is

reasonably expected to give rise to a Liability described in Section 2.4(k),

(1) consult with the Seller in connection with the defense or prosecution of any such

Tax Contest, (2) provide such cooperation and information as the Seller shall reasonably

request, (3) promptly forward copies to the Seller of any related correspondence (and

shall provide the Seller with an opportunity to review and comment on any material correspondence

related to the Tax Contest before the Buyer sends such correspondence to any Governmental

Entity), (4) permit the Seller to participate in (but not control) the defense of such

Tax Contest (including participating in any discussions with the applicable Governmental

Entities regarding such Tax Contest) at the Seller’s sole expense and (5) not

settle or compromise any such Tax Contest without first obtaining the prior written consent

of the Seller (not to be unreasonably withheld, conditioned or delayed). For the avoidance

of doubt, unless and until the Buyer timely notifies the Seller in writing that the Buyer

has decided to exercise control of a Tax Contest, such Tax Contest shall be controlled pursuant

to Section 7.4(c)(ii).

(ii) Notwithstanding anything to the contrary

set forth in this Agreement, in connection with any Tax Contest that the Buyer does not elect

to assume and control pursuant to Section 7.4(c)(i), the Seller shall (A) keep

the Buyer reasonably informed of all material developments and events relating to such Tax

Contest (including promptly forwarding copies to the Buyer of any related correspondence,

and shall provide the Buyer with an opportunity to review and comment on any material correspondence

related to the Tax Contest before the Seller sends such correspondence to any Governmental

Entity), (B) consult with the Buyer in connection with the defense or prosecution of

any such Tax Contest, (C) provide such cooperation and information as the Buyer reasonably

requests, (D) permit the Buyer to participate in (but not control) the defense of such

Tax Contest (including participating in any discussions with the applicable Governmental

Entities regarding such Tax Contest) at the Buyer’s sole expense and (E) not settle

or compromise any Tax Contest without first obtaining the prior written consent of the Buyer

(not to be unreasonably withheld, conditioned or delayed).

(iii) Notwithstanding anything to the contrary

contained in this Agreement, the procedures for all Tax Contests shall be governed exclusively

by this Section 7.4(c).

(d)            Following

the Closing, except (A) as otherwise required by applicable Law or a taxing authority following a Tax Contest described in Section 7.4,

or (B) as otherwise expressly contemplated by this Agreement (including as described in Section 7.1), the Buyer shall

not, and shall not cause or permit any of its Affiliates, including any Transferred Subsidiary, to (i) amend, re-file or otherwise

modify any Tax Return of any of the Transferred Subsidiaries for any taxable period ending on or before the Closing Date, (ii) make

(inconsistent with past practice), change or revoke a Tax election relating in whole or in part to any of the Transferred Subsidiaries

for any taxable period (or portion thereof) ending on or before the Closing Date, (iii) agree to the waiver or any extension of

the statute of limitations with respect to any claim or assessment in respect of a Tax Return of a Transferred Subsidiary for any taxable

period (or portion thereof) ending on or before the Closing Date (other than an extension arising as a result of a Transferred Subsidiary

obtaining an automatic extension of time to file a Tax Return), or (iv) initiate any Action or voluntary disclosure agreement or

similar program for Taxes with any Governmental Entity with respect to a Tax Return of a Transferred Subsidiary for any taxable period

(or portion thereof) ending on or before the Closing Date, in each case of clauses (i) through (iv), to the extent that such action

would reasonably be expected to result in an increase in the Liability of the Seller, or any combined, consolidated, unitary or other

similar group of which the Seller is a member, for Taxes payable by a Transferred Subsidiary described in Section 2.4(k) (other

than a Liability for Taxes described in Section 2.3(d)), without the prior written consent of the Seller (which consent shall

not be unreasonably withheld, conditioned or delayed).

ARTICLE VIII

CONDITIONS TO CLOSING

Section 8.1           Conditions

to Each Party’s Obligation. The respective obligation of each Party to consummate the Transactions shall be subject to the

satisfaction or waiver (by the Party entitled to the benefits of such conditions and to the extent permitted by Law) at or prior to the

Closing of the following conditions:

(a)            no

Order issued by any Governmental Entity of competent jurisdiction or other Law enjoining, restraining or otherwise prohibiting or making

illegal the consummation of the Transactions shall be in effect and shall have become final and non-appealable; and

(b)            all

filings required by any Antitrust Law and FDI Law as set forth on Section 8.1(b) of the Disclosure Schedule for the

consummation of the Transactions contemplated hereby shall have been made, all waiting periods relating thereto shall have expired or

been terminated, and all permits, authorizations, consents, clearances, actions or non-actions required thereunder from any Governmental

Entity shall have been obtained or given; and

Seller shall have obtained the Seller Stockholder Approval by delivery of the Written Consent, which shall be valid and in full force

and effect and shall not have been withdrawn, rescinded, challenged, invalidated or superseded, and the definitive Information Statement

shall have been filed with the SEC and mailed to the holders of Seller Common Stock in compliance with Regulation 14C under the Exchange

Act and Section 228(e) of the DGCL at least twenty (20) calendar days prior to the Closing.

Section 8.2           Conditions

to Obligations of the Buyer. The obligations of the Buyer to consummate the Transactions are further subject to the satisfaction

or waiver (by the Buyer) at or prior to the Closing of the following conditions:

(a)            (i) each

of the Seller Fundamental Representations shall be true and correct in all material respects as of the date hereof and as of the Closing

as though made at the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which

case, such representations and warranties shall be true and correct in all material respects as of such earlier date), (ii) the

representations and warranties of the Seller set forth in the second sentence of Section 4.1(a), Section 4.1(f)(i),

Section 4.1(f)(iii), Section 4.1(f)(v), the third and fourth sentences of Section 4.1(f), Section 4.1(g),

Section 4.2 and Section 4.3(a)(i) shall be true and correct in all respects (other than de minimis inaccuracies)

as of the date hereof and as of the Closing as though made at the Closing, except to the extent such representations and warranties expressly

relate to an earlier date (in which case, such representations and warranties shall be true and correct in all respects (other than de

minimis inaccuracies) as of such earlier date), and (iii) the other representations and warranties of the Seller in this Agreement

shall be true and correct as of the Closing as though made at the Closing, except (x) to the extent such representations and warranties

expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct as of such earlier

date) and (y) where any such failure of the representations and warranties to be true and correct would not, individually or in

the aggregate, have a Material Adverse Effect (without giving effect to any “materiality” or “Material Adverse Effect”

qualifications contained in such representations and warranties);

(b)            the

Seller shall have performed or complied with, in all material respects, all agreements or covenants required to be performed by it under

this Agreement and the other Transaction Documents to which the Seller is a party at or prior to the Closing;

deliveries required under Section 3.2(b), Section 3.2(c) and Section 3.2(d) shall have

been made;

(d)            since

the date of this Agreement, no Material Adverse Effect shall have occurred and be continuing;

(e)            no

conversion, exchange, redemption, transfer, pledge, hypothecation, foreclosure upon or other exercise of remedies with respect to any

pledged or encumbered shares of Seller Common Stock (including any conversion of Class A Common Stock into shares of Class B

Common Stock) or the equity interests of the Majority Stockholders shall have occurred resulting in the shares of Seller Common Stock

beneficially owned by the Majority Stockholders and subject to the Written Consent ceasing to represent voting power sufficient to constitute

the Seller Stockholder Approval; and

(f)            the

Seller shall have effected, including by the making of any and all required filings with Governmental Entities, the change of its name

and ticker symbol as contemplated by Section 6.11(a).

Section 8.3           Conditions

to Obligations of the Seller. The obligations of the Seller to effect the Transactions are further subject to the satisfaction or

waiver (by the Seller) at or prior to the Closing of the following conditions:

(a)            the

representations and warranties of the Buyer in this Agreement shall be true and correct in all respects (without giving effect to any

“materiality” or “Material Adverse Effect” qualifications contained in those representations and warranties)

as of the date hereof and as of the Closing as though made at and as of such date, except to the extent such representations and warranties

expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct (without giving effect

to any “materiality or similar qualifications) as of such earlier date), except where the failure of such representations and warranties

to be so true and correct would not, individually or in the aggregate, have a material adverse effect on the Buyer’s ability to

consummate the Transactions;

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(b)            the

Buyer shall have performed or complied with, in all material respects, all agreements or covenants required to be performed by it under

this Agreement and the other Transaction Documents to which the Buyer is a party at or prior to the Closing; and

deliveries required under Section 3.2(d) shall have been made.

ARTICLE IX

TERMINATION

Section 9.1           Termination.

This Agreement may be terminated prior to the Closing:

(a)            by

mutual written consent of the Seller and the Buyer; or

(b)            by

either the Seller or the Buyer:

(i) if the Closing has not yet occurred by

November 30, 2026 (the “Outside Date”); provided, however,

that the right to terminate this Agreement under this Section 9.1(b)(i) shall

not be available to any Party whose breach of any representation or warranty or failure to

fulfill any covenant or agreement under this Agreement has been the principal cause of, or

resulted in, the failure of the Closing to occur on or before the Outside Date; or

(ii) if there shall be adopted any Law enacted

by any Governmental Entity having jurisdiction over any Party or the Buyer that permanently

makes the consummation of the Transactions illegal or otherwise permanently prohibited, or

if any judgment, injunction, order or decree issued by any Governmental Entity having jurisdiction

over any Party or the Buyer permanently enjoining or prohibiting the Seller or the Buyer

from consummating the Transactions is entered, and such judgment, injunction, order or decree

shall become final and non-appealable (any such Law, judgment, injunction, order or decree,

a “Legal Restraint”); provided, however, that the right

to terminate this Agreement under this Section 9.1(b)(ii) shall not be available

to any Party whose breach of any representation and warranty or whose failure to fulfill

any covenant or agreement under this Agreement has been the principal cause of, or resulted

in, the imposition of such Legal Restraint or the failure of such Legal Restraint to be resisted,

resolved or lifted; or

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the Buyer:

(i) if a copy of the Written Consent shall

not have been delivered to the Buyer by the Written Consent Delivery Time;

(ii) if, prior to receipt of the Written Consent,

there shall have been a Change in Recommendation, regardless of whether permitted by this

Agreement;

(iii) if there shall have been a breach by

the Seller of any of its representations, warranties, covenants or agreements contained in

this Agreement, which breach would, individually or in the aggregate, result in a failure

to satisfy a condition set forth in Section 8.2, and in such case such breach

shall be incapable of being cured prior to the Outside Date, or if capable of being cured

prior to the Outside Date, shall not have been cured by the earlier of (A) thirty (30)

days after the giving of written notice to the Seller of such breach and (B) three (3) Business

Days prior to the Outside Date (a “Seller Terminable Breach”); provided,

however, that no cure period shall apply to any breach by the Seller of its obligations

with respect to the Written Consent; provided, further, that the Buyer shall

not have the right to terminate this Agreement pursuant to this Section 9.1(c)(iii) if

the Buyer is then in Buyer Terminable Breach of any of its representations, warranties, covenants

or agreements contained in this Agreement;

(iv) if (A) the Forbearance Agreement

shall have been terminated, expired or otherwise ceased to be in full force and effect (without

a replacement or extension on terms reasonably acceptable to the Buyer then in effect), or

any forbearance or waiver granted thereunder shall cease to apply; (B) the administrative

agent, the collateral agent or any lender under the Credit Agreement shall have accelerated,

or declared due and payable prior to its stated maturity, any Indebtedness under the Credit

Agreement and shall have commenced the exercise of any enforcement or other remedies (including

foreclosure upon or taking possession of any collateral) against the Seller, any Transferred

Subsidiary, any Purchased Asset or any asset of any Transferred Subsidiary; or (C) any

Event of Default (as defined in the Credit Agreement) shall have occurred and be continuing

that is not subject to forbearance under the Forbearance Agreement;

(v) if, at any time following delivery of

the Written Consent, the Seller Stockholder Approval (or the Written Consent evidencing the

same) shall have been amended, modified, rescinded, revoked, withdrawn, invalidated or otherwise

cease to be valid and in full force and effect for any reason or shall no longer constitute

sufficient approval from the stockholders of the Seller in order to permit the consummation

of the Transactions, including, without limitation, by reason of any conversion, exchange,

redemption, transfer, pledge, hypothecation, foreclosure upon or other exercise of remedies

with respect to any pledged or encumbered shares, or other change with respect to any shares

of Seller Common Stock (including any conversion of shares of Class A Common Stock into

shares of Class B Common Stock) or the equity interests of the Majority Stockholders

such that the Majority Stockholders’ shares of Seller Common Stock no longer represent

voting power sufficient to constitute the Seller Stockholder Approval;

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(vi) if a Material Adverse Effect shall have

occurred; or

(d)            by

the Seller:

(i) if, at any time prior to receipt of the

Seller Stockholder Approval, in order to enter into a definitive written agreement providing

for a Superior Proposal, but only if:

(A) the Seller has received a Superior Proposal

after the date of this Agreement that did not result from a breach of Section 6.10;

(B) the Seller has complied in all respects

with Section 6.10 with respect to such Superior Proposal;

after consultation with its outside legal counsel and financial advisors, that such Competing

Proposal constitutes a Superior Proposal and that a failure to terminate this Agreement and

enter into such definitive written agreement would be inconsistent with the fiduciary duties

owed by the Seller Board under applicable Law;

(D) concurrently with, and as a condition to,

any such termination, the Seller pays or causes to be paid to the Buyer (or its designee)

the Termination Fee pursuant to Section 9.3(d); and

(E) the Seller Board (or any committee thereof)

has authorized the Seller to enter into, and the Seller concurrently enters into, a definitive

written agreement providing for such Superior Proposal (it being agreed that the Seller may

enter into such definitive written agreement concurrently with any such termination); or

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(ii) if there shall have been a breach by

the Buyer of any of its representations, warranties, covenants or agreements contained in

this Agreement, which breach would, individually or in the aggregate, result in a failure

to satisfy a condition set forth in Section 8.3, and in such case such breach

shall be incapable of being cured prior to the Outside Date, or if capable of being cured

prior to the Outside Date, shall not have been cured by the earlier of (A) thirty (30)

days after the giving of written notice to the Buyer of such breach and (B) three (3) Business

Days prior to the Outside Date (a “Buyer Terminable Breach”); provided,

however, that the Seller shall not have the right to terminate this Agreement pursuant

to this Section 9.1(d)(ii) if the Seller is then in Seller Terminable Breach

of any of its representations, warranties, covenants or agreements contained in this Agreement.

The Party desiring to terminate

this Agreement pursuant to subparagraph (b), (c) or (d) of this Section 9.1 shall give written

notice of such termination to the other Party in accordance with Section 11.2, specifying in reasonable detail the provision

hereof pursuant to which such termination is effected.

Section 9.2           Effect

of Termination. If this Agreement is terminated in accordance with Section 9.1, this Agreement shall become void and

of no effect with no Liability on the part of any Party hereto, except that (a) this Section 9.2, Section 9.3,

Article I and Article XI of this Agreement and the Confidentiality Agreement shall survive the termination of

this Agreement in accordance with its terms; provided that, notwithstanding anything to the contrary contained in the Confidentiality

Agreement, the Confidentiality Agreement shall not restrict or prohibit either Party from using or disclosing any information (including

any documents prepared in connection with, or filed with or otherwise disclosed to, any Governmental Entity in connection with any Action)

to the extent necessary or advisable to enforce or exercise any of their rights or remedies under this Agreement, and (b) no such

termination shall relieve any Party of any Liability or damages (including the benefit of the bargain lost by the non-breaching Party)

resulting from any Willful and Material Breach by that Party of this Agreement, Fraud by that Party or any failure by the Seller to pay

the Termination Fee when due, in each case, prior to such termination.

Section 9.3           Expenses

and Other Payments.

(a)            Except

as otherwise provided in this Agreement or as otherwise agreed to in writing by the Parties, each Party shall pay its own expenses incident

to preparing for, entering into and carrying out this Agreement and the consummation of the Transactions, regardless of whether the Transactions

shall be consummated; provided, however, that notwithstanding the foregoing, if the Closing occurs, the Buyer shall pay,

and be solely responsible for, the Assumed Seller Transaction Expenses.

(b)            If

this Agreement is terminated under circumstances that satisfy subparagraphs (i), (ii) and (iii) below,

then the Seller shall pay the Buyer (or its designee) the Termination Fee within two (2) Business Days of any event specified in

subparagraph (iii) below taking place, in cash by wire transfer of immediately available funds to an account designated by

the Buyer:

(i) if the Seller terminates this Agreement

pursuant to Section 9.1(b)(i) at a time when the Buyer could have terminated

this Agreement pursuant to Section 9.1(c)(iii);

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(ii) after the date of this Agreement but

on or before the date of any such termination, a Competing Proposal shall have been announced

or disclosed (publicly or to the Seller or the Seller Board or a committee thereof) that

was not withdrawn (with such withdrawal having been publicly disclosed if such Competing

Proposal itself was publicly disclosed); and

(iii) within eighteen (18) months after the

date of such termination, the Seller enters into a definitive agreement with respect to such

Competing Proposal (or publicly approves or recommends to the stockholders of the Seller

or otherwise does not oppose, in the case of a tender or exchange offer, such Competing Proposal)

or the Seller consummates such Competing Proposal.

For purposes of this Section 9.3(b),

(A) except with respect to the immediately succeeding clause (B), any reference in the definition of Competing Proposal to

“15% or more” shall be deemed to be a reference to “more than 50%,” and (B) in the event that the Seller

or one or more of its Subsidiaries enters into a definitive agreement with respect to multiple Competing Proposals (or publicly approves

or recommends to the stockholders of the Seller or otherwise does not oppose, in the case of a tender or exchange offer, multiple Competing

Proposals) or the Seller consummates multiple Competing Proposals, for purposes of subparagraph (iii) above, such Competing

Proposals shall, without duplication, be aggregated and deemed one Competing Proposal.

the Buyer terminates this Agreement pursuant to (i) Section 9.1(c)(i), Section 9.1(c)(ii), Section 9.1(c)(iv) or

Section 9.1(c)(v) or (ii) Section 9.1(c)(iii) and at such time a Material Adverse Effect shall

have occurred and be continuing, then, in any such instance, the Seller shall pay the Buyer (or its designee) the Termination Fee by

wire transfer of immediately available funds to an account designated by the Buyer no later than two (2) Business Days after notice

of termination of this Agreement.

(d)            If

the Seller terminates this Agreement pursuant to Section 9.1(d)(i), then the Seller shall pay the Buyer (or its designee)

the Termination Fee by wire transfer of immediately available funds to an account designated by the Buyer contemporaneously with such

termination of this Agreement.

(e)            The

Parties acknowledge (i) that the agreements contained in this Section 9.3 are an integral part of the Transactions,

(ii) that the Termination Fee is not a penalty, but a reasonable amount that will compensate the Buyer in the circumstances in which

such payment is payable for the efforts and resources expended and opportunities forgone while negotiating this Agreement and in reliance

on this Agreement and on the expectation of the consummation of the Transactions and (iii) that, without these agreements, the Parties

would not enter into this Agreement; accordingly, if the Seller fails to timely pay any amount due pursuant to this Section 9.3,

and, in order to obtain the payment, the Buyer commences a proceeding that results in a judgment against the Seller, the Seller shall

pay the Buyer its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection

with such suit, together with interest on such amount at the prime rate as published in The Wall Street Journal in effect on the

date such payment was required to be made through the date such payment was actually received.

105

(f)            Subject

in all cases to Section 9.2, Section 11.6 and payment by the Seller of any costs, expenses and interest pursuant

to Section 9.3, in circumstances where the Termination Fee is paid in accordance with this Section 9.3, the Buyer’s

receipt of the Termination Fee from or on behalf of the Seller shall be the Buyer’s sole and exclusive remedy (whether based in

contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute,

regulation or applicable laws or otherwise) against the Seller and its Subsidiaries and any of their respective former, current or future

direct or indirect equity holders, general or limited partners, controlling persons, stockholders, members, managers, directors, officers,

employees, agents, affiliates or assignees for all losses and damages suffered as a result of the failure of the Transactions to be consummated,

for any breach or failure to perform hereunder or otherwise, and upon payment of such amount, no such Person shall have any further Liability

relating to or arising out of this Agreement or the Transactions; provided, however, that, notwithstanding anything to

the contrary in this Agreement, nothing in this Section 9.3(f) shall limit or relieve the Seller of any Liability resulting

from any Willful and Material Breach of this Agreement or Fraud, and the Buyer’s receipt of the Termination Fee shall not be the

Buyer’s exclusive remedy in respect of any Willful and Material Breach of this Agreement or Fraud.

ARTICLE X

INDEMNIFICATION

Section 10.1           Survival.

None of the representations and warranties contained in this Agreement or in any other Transaction Document shall survive the Closing.

Except for any covenant or agreement of any Party contained in this Agreement that by its terms contemplates performance after the Closing,

which shall survive until such covenant or agreement is performed in accordance with its terms, none of the covenants or agreements of

any Party contained in this Agreement shall survive the Closing. Notwithstanding the foregoing, nothing in this Section 10.1

shall limit any Action or claim for Fraud or, solely with respect to a claim relating to the termination of this Agreement and not in

the instance in which Closing occurs, any claim arising out of any Willful and Material Breach of this Agreement.

Section 10.2           Indemnification.

(a)            Following

the Closing, the Buyer shall indemnify, defend and hold harmless the Seller and its Affiliates and their respective officers, directors,

employees, agents, representatives, successors and assigns (the “Seller Indemnified Parties”) for any and all Losses

to the extent attributable to (i) any breach in any material respect by the Buyer of any post-Closing covenant or agreement of the

Buyer in this Agreement, or any (ii) Assumed Liability (collectively, the claims made under this section, “Seller Indemnification

Claims”).

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(b)            Following

the Closing, the Seller shall indemnify, defend and hold harmless the Buyer and its Affiliates and their respective officers, directors,

employees, agents, representatives, successors and assigns (the “Buyer Indemnified Parties” and together with the

Seller Indemnified Parties, the “Indemnified Parties”) for any and all Losses to the extent attributable to (i) any

breach in any material respect by the Seller of any post-Closing covenant or agreement of the Seller in this Agreement, or (ii) any

Excluded Liability (collectively, the claims made under this section, “Buyer Indemnification Claims” and, together

with the Seller Indemnification Claims, the “Indemnification Claims”).

Parties intend that the indemnification provisions of this Article X shall apply whether or not the Losses giving rise to

a claim for indemnification arise out of or result from a Third Party Claim, and no provision of this Article X shall be

construed to require the existence of a Third Party Claim as a condition to indemnification for any Losses hereunder.

Section 10.3           Claims

Procedures. Except with respect to Third Party Claims covered by Section 10.4, if an Indemnified Party wishes to make

an Indemnification Claim for Losses pursuant to this Article X, such Indemnified Party shall give written notice to the Buyer

or the Seller, as applicable (the “Indemnitor”), promptly after it acquires knowledge of the fact, event or circumstances

giving rise to the claim for the Losses, but the failure of any Indemnified Party to give notice as provided in this Section 10.3

shall not relieve the Indemnitor of its obligations under this Article X, except to the extent that the Indemnitor is materially

prejudiced by such failure to give notice. Such written notice shall specify in reasonable detail the factual basis of such claim, state

the amount of Losses (or if not known, a good faith estimate of the amount of Losses) and the method of computation thereof and contain

a reference to the provision of this Agreement in respect of which such claim arises. As soon as reasonably practicable after written

notice of a claim has been provided as set forth above, the Indemnified Party shall supply the Indemnitor with such information and documents

as it has in its possession regarding such claim, together with all pertinent information in its possession regarding the amount of the

Losses that it asserts it has sustained or incurred, and will permit the Indemnitor to inspect such other records and books in the possession

of the Indemnified Party, and will allow reasonable access, to relevant personnel, auditors and other Representatives (in each case,

subject to customary exceptions for legal privilege), in each case relating to the claim and asserted Losses as the Indemnitor shall

reasonably request. The Indemnitor shall have a period of thirty (30) days after receipt by the Indemnitor of such notice and such evidence

to either (i) agree to the payment of the Losses to the Indemnified Party or (ii) contest the payment of the Losses. If the

Indemnitor does not respond to the payment of the Losses (by either agreeing to or contesting such payment) within such thirty (30)-day

period, then the Indemnitor shall be deemed to have accepted the Losses and shall, within ten (10) Business Days thereafter, pay

to the Indemnified Party the amount of such Losses in accordance with Section 10.7. If the Indemnitor agrees to the payment

of the Losses within such thirty (30)-day period in accordance with the preceding sentence, then it shall, within ten (10) Business

Days after such agreement, pay to the Indemnified Party the amount of the Losses that is payable pursuant to, and subject to the limitations

set forth in, this Article X.

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Section 10.4           Third

Party Claims.

(a)            If

any claim or action at law or suit in equity is instituted by a third party against an Indemnified Party (each, a “Third Party

Claim”) with respect to which an Indemnified Party intends to claim indemnification for any Losses under Section 10.2,

then such Indemnified Party shall give written notice to the Indemnitor, promptly, and in any event no later than 30 days after it has

knowledge of a written assertion of liability from the Third Party, and shall not make any admissions or acceptances, but the failure

of any Indemnified Party to give notice as provided in this Section 10.4 shall not relieve the Indemnitor of its obligations

under Section 10.2, except to the extent that the Indemnitor is materially prejudiced by such failure to give notice; provided,

however, that, for the avoidance of doubt, a written notice of all Assumed Third Party Claims shall be deemed to have been given

pursuant to this Section 10.4(a) on the Closing Date. Such written notice shall specify in reasonable detail the factual

basis of such claim, state the amount of Losses (or if not known, a good faith estimate of the amount of Losses) and the method of computation

thereof, and contain a reference to the provision of this Agreement in respect of which such claim arises. The Indemnified Party shall

supply the Indemnitor with such information and documents as it has in its possession regarding such claim as the Indemnitor shall reasonably

request, and will allow reasonable access to relevant personnel, auditors and other Representatives of the Indemnified Party together

with all pertinent information in its possession regarding the amount of the Loss that it asserts it has sustained or incurred (in each

case, subject to customary exceptions for legal privilege), and will permit the Indemnitor (as well as the Indemnitor’s Representatives,

agents, or assigns) to inspect such other records and books in the possession of the Indemnified Party and relating to the Third Party

Claim and asserted Loss as the Indemnitor shall reasonably request, and the Indemnified Party shall cooperate with the Indemnitor with

respect to matters relating to any Third Party Claims.

(b)            The

Indemnitor shall have the right to conduct and control, at its own expense, through counsel of its choosing, the defense of a Third Party

Claim so long as the (i) Indemnitor notifies the Indemnified Party that it has agreed to indemnify the Indemnified Party (subject

to the limitations on indemnification set forth herein) for any and all Losses arising out of or resulting from the Third Party Claim

of which it is assuming the right to conduct and control the defense within fifteen (15) Business Days of its receipt of the initial

notice of the Third Party Claim, and shall do so in good faith; and (ii) there is no actual or potential conflict of interest between

the Indemnitor and the Indemnified Party in connection with the Third Party Claim that would make it inappropriate, at any time during

the defense of such Third Party Claim, under applicable standards of professional responsibility, for the same counsel to represent both

the Indemnitor and the Indemnified Party (and in the event any such conflict arises, the Indemnified Party shall be entitled to retain

separate counsel of its choosing at the Indemnitor's reasonable expense); provided that for other Third Party Claims, the Indemnified

Party may participate at its own expense, with counsel of its choosing, in the defense of such third-party action or suit although such

action or suit shall be controlled by the Indemnitor; provided, further, if the Indemnified Party requests, and the Indemnitor

fails to provide to the Indemnified Party, evidence reasonably acceptable to the Indemnified Party that the Indemnitor has sufficient

resources to defend such third-party action or suit and fulfill its indemnity obligations hereunder, the Indemnitor shall no longer be

entitled to conduct and control the defense of said third-party action or suit. The party defending such action or suit shall in any

event defend any such matters vigorously and in good faith.

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Indemnified Party and the Indemnitor shall in each case cooperate with each other to the fullest extent possible in regard to all matters

relating to the Third Party Claim, including corrective actions required by applicable Law, assertion of defenses, the determination,

mitigation, negotiation and settlement of all amounts, costs, actions, penalties, damages and the like related thereto, and access to

the books and records of the Indemnified Party and its Subsidiaries, in each case subject to customary exceptions for legal privilege

and contractual confidentiality obligations.

(d)            Neither

the Indemnified Party nor the Indemnitor shall settle any Third Party Claim without the consent of the other party, which consent shall

not be unreasonably withheld, conditioned or delayed; provided, however, that if such settlement (i) involves only

the payment of money that is fully and unconditionally paid by the Indemnitor, (ii) includes an unconditional and irrevocable full

release of the Indemnified Party and its Affiliates from all liability in respect of such Third Party Claim, (iii) does not involve

any finding or admission of any violation of Law or wrongdoing by, and does not impose any injunctive or other equitable or non-monetary

relief or any other obligation or restriction on, the Indemnified Party or any of its Affiliates or the Business, and (iv) would

not reasonably be expected to be adverse to the Business, the Purchased Assets or any Transferred Subsidiary, and the Indemnified Party

nonetheless refuses to consent to such settlement, then the Indemnitor shall cease to be obligated for such Third Party Claim. Any compromise

or settlement of the Third Party Claim under this Section 10.4 shall include as an unconditional and irrevocable term thereof

the giving by the claimant in question to the Indemnitor and the Indemnified Party a full and final release of all liabilities in respect

of such claims.

Section 10.5           Tax

Treatment of Indemnity Payment. For all Tax purposes, the Buyer and the Seller agree to treat any indemnity payment made by an Indemnitor

pursuant to this Article X as an adjustment to the Purchase Price, unless otherwise required by Law.

Section 10.6           Determination

of Losses.

(a)            In

calculating the amounts payable to an Indemnified Party, the amount of any indemnified Losses shall be computed net of (i) amounts

actually paid to the Indemnified Party under any insurance policy with respect to such Losses; and (ii) any prior recovery actually

received by the Indemnified Party from any Person with respect to such Losses (including pursuant to any indemnification agreement or

arrangement with any Third Party), in each case net of the costs and expenses of recovery or collection thereof.

(b)            In

respect of any Loss for which indemnification may be sought pursuant to this Article X, the Indemnified Party shall (i) take

reasonable steps to mitigate any Losses upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto

to the extent that such Losses can be mitigated; and (ii) use reasonable efforts to pursue all legal rights and remedies available

(including insurance recoveries and third-party indemnification) in order to minimize the Losses to which it may be entitled to indemnification

under this Agreement, except the Indemnified Party shall not be required to commence legal action against an insurer. Notwithstanding

anything to the contrary contained herein, the Indemnitor shall not be required to make any payment to an Indemnified Party in respect

of such Loss to the extent the Indemnified Party has failed to comply with its obligations under this Section 10.6(b).

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Section 10.7           Payments.

Once a Loss is agreed to by the Indemnitor or finally adjudicated to be payable pursuant to this Article X, the Indemnitor

shall satisfy its obligations within fifteen (15) Business Days of such agreement or final, non-appealable adjudication by wire transfer

of immediately available funds. The Indemnitor agrees that should the Indemnitor not make full payment of any such obligations within

such fifteen (15) Business Day period, the amount payable shall accrue interest from and including the date of agreement of the Indemnitor

or a final, non-appealable adjudication to but not including the date such payment has been made at a monthly compounded rate equal to

the prime rate published by The Wall Street Journal on such date of agreement or final, non-appealable adjudication plus two percent

(2%) per annum.

ARTICLE XI

GENERAL PROVISIONS

Section 11.1           Amendment;

Waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed

(a) in the case of an amendment, by the Seller and the Buyer (provided, however, that, after receipt of the Seller

Stockholder Approval, no amendment may be made that, by Law or in accordance with the rules of any relevant stock exchange, requires

further approval by the Seller’s stockholders without obtaining such further approval) and (b) in the case of a waiver, by

the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder

shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or

the exercise of any other right, power or privilege.

Section 11.2           Notices.

All notices, requests and other communications to any Party under, or otherwise in connection with, this Agreement shall be in writing

and shall be deemed to have been duly given (a) when delivered, if delivered in person; (b) when transmitted, if transmitted

by electronic mail (“e-mail”), except that, if such e-mail is transmitted after 5:00 p.m. local time at the place

of receipt on a Business Day, or a day that is not a Business Day, such notice shall be deemed to have been duly given on the next Business

Day (provided no “bounce back” or other notice of non-delivery is received by the sender); or (c) one (1) Business

Day after deposit with a national overnight courier providing proof of delivery, in each case as addressed as follows:

if to the Buyer:

Progress Software Corporation

15 Wayside Road, Suite 400

Burlington, Massachusetts 01803

Attention:

YuFan Stephanie Wang

E-mail:

[***]

with a copy (which shall

not constitute notice) to:

DLA Piper LLP (US)

1251 Avenue of the Americas, 27th Floor

New York, NY 10020

Attention: Jon Venick

Email:  jon.venick@us.dlapiper.com

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if to the Seller, to:

Domo, Inc.

802 East 1050 South

American Fork, UT 84003

Attention:

Alexis Coll

E-mail:

[***]

with copies (which shall

not constitute notice) to:

Goodwin Procter LLP

620 Eighth Avenue

New York, NY 10018

Attention:

Joshua M. Zachariah

Richard E. Schwartz

Jean A. Lee

jzachariah@goodwinlaw.com

E-mail:

richardschwartz@goodwinlaw.com

jeanlee@goodwinlaw.com

Any Party may change its address for the purpose of this Section 11.2

by giving the other Party written notice of its new address in the manner set forth above.

Section 11.3           Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to

be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain

in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the Transactions

is not affected in any manner materially adverse to any Party. Upon such a determination, the Parties shall negotiate in good faith to

modify this Agreement so as to effect the original intent of the Parties as closely as possible in a materially acceptable manner in

order that the Transactions be consummated as originally contemplated to the fullest extent possible.

Section 11.4           Entire

Agreement; Third-Party Beneficiaries. This Agreement (including all Schedules and Exhibits attached hereto) together with the Confidentiality

Agreement and the other Transaction Documents (including the Disclosure Schedules) constitute the entire agreement and supersede all

prior agreements and understandings, both written and oral, among the Parties with respect to the Transactions, except for the Confidentiality

Agreement, which will continue in full force and effect and will survive any termination of this Agreement in accordance with its terms.

Except as otherwise set forth in Article X and Section 11.8, this Agreement is not intended to confer upon any

Person other than the Parties hereto any rights or remedies.

Section 11.5           Assignment.

The provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective

successors and assigns; provided, however, that no Party may assign, delegate or otherwise transfer any of its rights or

obligations under this Agreement without the prior written consent of the other Parties, except that the Buyer may transfer or assign

its rights, but not its obligations, under this Agreement, in whole or in part, (a) to any Affiliate of the Buyer and (b) to

any lender to the Buyer or its Affiliates as security for obligations to such lender in respect of the financing arrangements entered

into in connection with the Transactions.

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Section 11.6           Specific

Performance. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy,

could occur in the event that the Parties do not perform their obligations under this Agreement in accordance with its specified terms

or otherwise breach such provisions. The Parties acknowledge and agree that, prior to the valid termination of this Agreement in accordance

with Article IX, (a) each Party shall be entitled to seek an injunction or injunctions, specific performance or other

equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the

courts described in Section 11.7, without proof of damages or otherwise, this being in addition to any other remedy to which

such Party is entitled under this Agreement, and (b) the right of specific performance is an integral part of the Transactions and

without that right, neither the Seller nor the Buyer would have entered into this Agreement. Without limiting the foregoing, the Buyer

shall be entitled to seek specific performance to cause the Seller to perform its obligations under this Agreement, including the Seller’s

obligations to consummate the Transactions. Each of the Parties agrees that it will not oppose the granting of any injunction, specific

performance or other equitable relief on the basis that the other Party has an adequate remedy at Law or that an award of specific performance

is not an appropriate remedy for any reason at Law or equity. The Parties acknowledge and agree that any Party seeking an injunction

or injunctions to prevent breaches of this Agreement or to enforce specifically the terms and provisions of this Agreement shall not

be required to provide any bond or other security in connection with any such order or injunction. Notwithstanding anything to the contrary

contained in this Agreement, the Seller shall be entitled to seek specific performance to cause the Buyer to consummate the Transactions

and the Closing and to make the payments contemplated by this Agreement only if all conditions set forth in Section 8.1 and

Section 8.2 have been satisfied or waived, the Seller has performed in all material respects its obligations required to

be performed at or prior to the Closing, the Seller is ready, willing and able to consummate the Closing, and the Buyer is otherwise

required to consummate the Closing pursuant to this Agreement. For the avoidance of doubt, nothing in this Section 11.6 shall

require the Buyer or any of its Affiliates to take any action, accept any condition, limitation or restriction, litigate, divest, hold

separate, license, dispose of assets, terminate or amend relationships, pay any amount, concede anything of value, or accept any prior

approval or other obligation, in each case, except to the extent expressly required by Section 6.5.

Section 11.7           Governing

Law; Venue; Waiver of Jury Trial.

(a)            THIS

AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS

AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE

LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

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(b)            EACH

PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR, IF THE COURT OF CHANCERY OF

THE STATE OF DELAWARE OR THE DELAWARE SUPREME COURT DETERMINES THAT, NOTWITHSTANDING SECTION 111 OF THE DGCL, THE COURT OF CHANCERY

DOES NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH MATTER, THE SUPERIOR COURT OF THE STATE OF DELAWARE AND THE FEDERAL COURTS OF THE

UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE IN CONNECTION WITH ANY DISPUTE THAT ARISES OUT OF OR RELATES TO THIS AGREEMENT

OR THE TRANSACTIONS, AND HEREBY WAIVES, AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING

TO THIS AGREEMENT OR THE TRANSACTIONS THAT IT IS NOT SUBJECT PERSONALLY TO JURISDICTION IN THE ABOVE NAMED COURTS OR THAT SUCH ACTION,

SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR

THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS OR THAT THE ACTION, SUIT OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT

FORUM, AND EACH PARTY IRREVOCABLY AGREES THAT SUCH PARTY WILL NOT BRING ANY SUCH ACTION IN ANY COURT OTHER THAN THE COURT OF CHANCERY

OF THE STATE OF DELAWARE OR IF THE COURT OF CHANCERY DOES NOT HAVE SUBJECT MATTER JURISDICTION, THE SUPERIOR COURT OF THE STATE OF DELAWARE

OR THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE AND APPELLATE COURTS HAVING JURISDICTION OVER

THE FOREGOING AND ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED EXCLUSIVELY BY SUCH A STATE

OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT

MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER

PROVIDED IN SECTION 11.2 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT

ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT

SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT

OR THE TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS

REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING

WAIVER; (ii) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (iii) SUCH PARTY MAKES THE

FOREGOING WAIVER VOLUNTARILY; AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL

WAIVER AND CERTIFICATIONS IN THIS SECTION 11.7(c).

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Section 11.8           Affiliate

Liability. No past, present or future director, officer, employee, stockholder, member, manager partner, Affiliate, agent or other

Representative of any Party shall have any personal liability or personal obligation to the other Party of any nature whatsoever in connection

with or under this Agreement or the Transactions, and each Party hereby waives and releases all claims of any such liability and obligation

against the foregoing Persons of each other Party; provided, however, that nothing in this Section 11.8 shall

limit, waive or release the liability of any Person for Fraud or, solely with respect to a claim relating to the termination of this

Agreement and not in the instance in which Closing occurs, any claim arising out of any Willful and Material Breach of this Agreement.

Section 11.9           General

Interpretation.

(a)            Each

of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the

execution of this Agreement and that it has executed the same with the advice of said counsel. Each Party and its counsel cooperated

in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged

between the parties shall be deemed the work product of the parties and may not be construed against any Party by reason of its preparation.

Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against

any Party that drafted it is of no application and is hereby expressly waived.

(b)            Unless

the context otherwise requires, words describing the singular number shall include the plural and vice versa, words denoting any gender

shall include all genders, and words denoting natural persons shall include corporations, limited liability companies and partnerships,

and vice versa.

a reference is made in this Agreement to Articles, Sections, Exhibits or Schedules, such reference shall be to an Article, Section, Exhibit or

Schedule, as applicable, of this Agreement unless otherwise indicated.

(d)            Whenever

the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to

be followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,”

“herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement

as a whole and not to any particular provision of this Agreement.

(e)            All

references to “$” or dollar amounts will be to the lawful currency of the United States.

(f)            The

words “the date hereof,” “the date of this Agreement” and words of similar import mean the day and year first

set forth above in the preamble to this Agreement.

(g)            Unless

the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or”

are not exclusive.

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(h)            The

word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such

phrase does not mean simply “if.”

(i)            References

to “days” shall mean “calendar days” unless expressly stated otherwise.

(j)            References

to “from” or “through” any date mean, unless otherwise specified, from and including or through and including

such date, respectively.

(k)            Any

reference in this Agreement to a date or time shall be deemed to be such date or time in New York, New York, unless otherwise specified.

(l)            Except

with respect to any disclosure in the Disclosure Schedules, any Contract referred to herein means such Contract as from time to time

amended, modified or supplemented, including by waiver or consent.

(m)            All

references to any federal, state, local or foreign Law shall be deemed to also refer to all rules and regulations promulgated thereunder,

unless the context requires otherwise.

(n)            Except

as otherwise specifically provided in this Agreement, any statute, rule or regulation defined or referred to herein means such statute

as from time to time amended, supplemented or modified, including by succession of comparable successor statutes, rules or regulations,

as applicable.

(o)            Each

accounting term not otherwise defined in this Agreement has the meaning commonly applied to it in accordance with GAAP.

(p)            References

to a Person are also to its permitted successors and assigns.

(q)            The

words “provided to,” “delivered” or “Made Available” and words of similar import refer to documents

that were delivered in person or electronically or posted to the data site maintained by the disclosing Party or its Representatives

in connection with the Transactions to the other Party or its Representatives prior to the execution hereof (but only if, in the

case of delivery via such data site, the other Party had access to such documents in such data site and such documents were not removed

from such data site prior to the execution hereof) and, for the avoidance of doubt, includes any documents filed or furnished by the

disclosing Party or its Subsidiaries with the SEC and publicly available on EDGAR as an exhibit after April 16, 2026 and prior to

the execution of this Agreement.

(r)            Time

is of the essence with respect to each and every provision of this Agreement.

Section 11.10           Captions.

The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 11.11           Counterparts.

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures

thereto and hereto were upon the same instrument. Electronic signatures (including those received as a .pdf attachment to e-mail) shall

be treated as original signatures for all purposes of this Agreement. This Agreement shall become effective when each Party hereto shall

have received counterparts hereof signed by all of the other Parties hereto.

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Section 11.12           Waiver

of Conflicts.

(a)            Notwithstanding

anything to the contrary contained herein, Buyer acknowledges and agrees that (i) various counsel, including but not limited to

Goodwin Procter LLP, Wilson Sonsini Goodrich & Rosati, and in-house counsel employed by Seller (collectively, the “Seller

Legal Counsel”) has represented Seller and certain of its Affiliates in connection with various matters, including but not

limited to the negotiation, preparation, execution and delivery of this Agreement; (ii) following the Closing, Buyer shall not have

any right to waive or otherwise alter any Legal Privileges and Protections; and (iii) following the Closing, Seller and its Affiliates

and any of their Representatives shall be entitled to retain any Seller Legal Counsel in connection with any claim or Actions, whether

relating to this Agreement or otherwise. Buyer hereby expressly waives and agrees not to assert any conflict of interest that may arise

or be deemed to arise under applicable Law or standard of professional responsibility if, after the Closing, any Seller Legal Counsel

represents the Seller, any of its Affiliates, or any of their Representatives in connection with any action arising out of or related

to this Agreement or arising out of or related to any matter prior to the Closing.

(b)            This

Section 11.12 is for the benefit of the Seller, its Affiliates, and their Representatives, and such Persons are intended

third party beneficiaries of this Section 11.12. This Section 11.12 shall be irrevocable, and no term of this

Section 11.12 may be amended or waived without the prior written consent of Seller (which may be withheld for any reason).

[Signature Pages Follow; Remainder of

Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Parties

have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above.

BUYER:

PROGRESS SOFTWARE CORPORATION

By: /s/ Yogesh Gupta

Name: Yogesh Gupta

Title: Chief Executive Officer

Signature Page to Asset Purchase Agreement

IN WITNESS WHEREOF, the Parties

have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above.

SELLER:

DOMO, INC.

By: /s/ Joshua G. James

Name: Joshua G. James

Title: Founder and Chief Executive Officer

Signature Page to Asset Purchase Agreement

Exhibit A

Certain Definitions

“Accounting Firm”

means a nationally recognized top-ten independent public accounting firm that has not previously been engaged by either of the Parties

in the twenty-four (24) months preceding the Closing Date and that is mutually agreed upon by the Buyer and the Seller in writing.

“Action”

means any litigation, action, cause of action, suit, demand, claim, proceeding, lawsuit, arbitration, mediation , audit, notice of violation,

hearing, citation, summons, subpoena or investigation of any nature, whether civil, criminal, administrative, regulatory or otherwise,

whether at Law or in equity, whether formal or informal, and whether public or private, including any of the foregoing commenced, brought,

conducted or heard by or before, or otherwise involving, any Governmental Entity, arbitrator, mediator or other Person.

“Acquired Business

Financial Statements” means (A) the financial statements with respect to the Transferred Business required to be filed

by the Buyer with the SEC pursuant to 17 CFR § 210.3-05 in connection with the Transactions, pertaining to (i) the most recently

completed fiscal year prior to the Closing Date (which shall be audited) and (ii) the most recently completed interim period in

the fiscal year in which the Closing occurs (which may be unaudited to the extent permitted by 17 CFR § 210.3-05), and (B) a

balance sheet of the Transferred Business as of the Closing Date.

“Affiliate”

of a specified Person means a Person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is

under common control with, such specified Person.

“Agreement”

has the meaning set forth in the Preamble.

“AI Technology”

means any technology that involves the use of software algorithms, neural networks, or models to analyze input data, learn from that

data, and then make decisions or predictions based on that learning, including to mimic human cognitive functions. AI Technology includes

any such technology related to (a) machine learning, natural language processing, computer vision, robotics, and expert systems,

(b) optimization, preparation, or other processing of input data text, images, video, code, and sound for learning or training purposes,

(c) generating output data using decision or prediction processes, (d) image recognition, voice assistants or voice transformation,

chatbots, recommendation engines, and fraud detection systems, (e) big data storage and processing tools, deep learning frameworks,

data annotation tools, neural networks (including feedforward neural networks, recurrent neural networks, convolutional neural networks,

and deep neural networks), rule-based systems, decision trees, support vector machines, Bayesian networks, and genetic algorithms, (f) statistical

learning algorithms (including linear and logistic regression, support vector ‎machines, ‎random forests, and k-means clustering),

and (g) applications that do any of the foregoing. Examples of AI Technology include supervised learning (including learning-based

approaches to classification or regression problems), unsupervised learning (including processing unlabeled data, finding patterns or

structure in unlabeled data, clustering, anomaly detection, or dimensionality reduction problems), reinforcement learning, generative

AI (including the use of machine learning algorithms to generate new data (e.g., images, videos, or text)), generative adversarial networks

(GANs), deep learning, and artificial general intelligence (AGI).

A-1

“Alternative Acquisition

Agreement” has the meaning set forth in Section 6.10(d)(iv).

“Anti-Bribery Laws”

has the meaning set forth in Section 4.23(a).

“Antitrust Laws”

means any federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect

of monopolization or restraint of trade or the significant impediment of effective competition, or that aims at reviewing and controlling

foreign investment.

“Assumed Liabilities”

has the meaning set forth in Section 2.3.

“Assumed Seller Transaction

Expenses” has the meaning set forth in Section 2.3(e).

“Assumed Third Party

Claims” has the meaning set forth in Section 2.3(f).

“Available Claims”

has the meaning set forth in Section 6.13(b).

“Available Insurance

Policies” has the meaning set forth in Section 6.13(b).

“Base Purchase Price”

means $400,000,000.

“Benefit Plan”

has the meaning set forth in Section 4.12.

“Bill of Sale and

Assignment and Assumption Agreement” has the meaning set forth in Section 3.2(c)(i).

“Board Recommendation”

has the meaning set forth in Section 4.2.

“Business”

means the business of developing, providing, marketing, distributing, licensing, selling, supporting, maintaining, operating, hosting

and commercializing software platforms, applications, tools and related technologies for: (i) business intelligence, data visualization,

reporting and dashboarding; (ii) data integration, data preparation, data transformation and data connectivity; (iii) data

analytics, including descriptive, predictive and prescriptive analytics; (iv) embedded and distributed analytics; (v) workflow

and process automation; (vi) AI-powered data products, AI agents and machine-learning services applied to or operating upon business

data; and (vii) data governance and data management, in each case whether delivered on a cloud-based, hosted, on-premises or hybrid

basis, under subscription, consumption-based or perpetually licensed models, to enterprise, commercial or governmental customers, together

with all related services, in each case as conducted, or in active development, by the Seller and its Subsidiaries immediately prior

to the Closing.

A-2

“Business AI Products”

means all Business Products that employ, deploy, leverage or make use of AI Technology.

“Business Data”

means any information or data, including Personal Information, in any form, whether paper or electronic, obtained, collected, disclosed,

used or otherwise Processed by or for the Seller or a Transferred Subsidiary in the operation of the Business, including data pertaining

to the Seller or a Transferred Subsidiary, the Seller’s or a Transferred Subsidiary’s customers or their end users, or any

other Person.

“Business Day”

means any day other than a Saturday, Sunday or a day on which banks in the State of Utah or State of Massachusetts are authorized or

obligated by Law or Order to close.

“Business Products”

means any and all products and services that are or have been in the thirty-six (36) months prior to the date of this Agreement developed,

marketed, offered, sold, licensed, provided, supported or distributed by Seller or any of its Subsidiaries in respect of the Business,

including SaaS services, as well as any service and product offerings of the Business that are currently in development or from which

the Seller or any of its Subsidiaries are currently deriving, or scheduled to derive, revenue from the sale, license, maintenance or

provision thereof.

“Buyer”

has the meaning set forth in the Preamble.

“Buyer Indemnification

Claims” has the meaning set forth in Section 10.2.

“Buyer Indemnified

Parties” has the meaning set forth in Section 10.2.

“Buyer Terminable

Breach” has the meaning set forth in Section 9.1(d)(ii).

“Cash Equivalents”

means all cash and cash equivalents of the Seller and its Subsidiaries (including money market accounts, money market funds, money market

instruments, commercial paper, certificates of deposit, treasury bills and demand deposits, in each instance, to the extent readily convertible

into cash and with an original maturity date of three (3) months or less, but excluding lease deposits and marketable securities

of the Seller and its Subsidiaries). For the avoidance of doubt, “Cash Equivalents” shall (a) be calculated net of uncleared

checks and drafts issued by the Seller or any of its Subsidiaries, and (b) include uncleared checks and drafts received or deposited

for the account of Seller and its Subsidiaries. Cash Equivalents shall be calculated as of immediately prior to the Closing and in accordance

with GAAP.

“Change in Recommendation”

has the meaning set forth in Section 6.10.

A-3

“Closing”

has the meaning set forth in Section 3.1.

“Closing Cash”

means the Cash Equivalents of the Seller and its Subsidiaries as of immediately prior to the Closing.

“Closing Date”

has the meaning set forth in Section 3.1.

“Closing Indebtedness”

means, without duplication and determined immediately prior to the Closing, (a) the Indebtedness of the Transferred Subsidiaries,

(b) any Indebtedness constituting an Assumed Liability, and (c) any Indebtedness of the Seller or any of its Subsidiaries that

is repaid, discharged, satisfied or released at the Closing (including pursuant to the Payoff Letters). For the avoidance of doubt, Closing

Indebtedness shall not include any Indebtedness that constitutes an Excluded Liability or that is repaid, discharged or released prior

to the Closing.

“Code” means

the Internal Revenue Code of 1986.

“Competing Proposal”

means any bona fide written offer or proposal for, or any bona fide written indication of interest in, any direct or indirect, in a single

transaction or series of related transactions, (a) acquisition or purchase of any business or assets of the Seller or any of its

Subsidiaries that, individually or in the aggregate, constitutes 15% or more of the net revenues, net income or assets of the Seller

and its Subsidiaries, taken as a whole, (b) acquisition or purchase of 15% or more of the Seller Common Stock outstanding or voting

power of the Seller or any of its Subsidiaries whose business constitutes 15% or more of the net revenues, net income or assets of the

Seller and its Subsidiaries, taken as a whole, (c) tender offer or exchange offer by any Person that, if consummated, would result

in such Person beneficially owning 15% or more of the Seller Common Stock outstanding or voting power of the Seller or any of its Subsidiaries

whose business constitutes 15% or more of the net revenues, net income or assets of the Seller and its Subsidiaries, taken as a whole,

or (d) merger, consolidation, business combination, joint venture, partnership, recapitalization, liquidation, rehabilitation, dissolution

or similar transaction involving the Seller or any of its Subsidiaries whose business constitutes 15% or more of the net revenue, net

income or assets of the Seller and its Subsidiaries, taken as a whole, in each case, other than the Transactions. Notwithstanding anything

to the contrary herein, Competing Proposal shall not include the extension or refinancing of the Seller’s existing debt facilities

and the issuance of Seller debt securities in connection therewith, solely to the extent that such extension, refinancing or issuance

(i) does not result in a change of control of the Seller or any of its Subsidiaries, (ii) does not involve the issuance of

any equity securities (or securities convertible into or exchangeable for equity securities) of the Seller or any of its Subsidiaries,

and (iii) is not structured as, and does not otherwise constitute, an alternative to the Transactions.

“Competitive Activities”

means developing, providing, marketing, distributing, licensing, selling, supporting, maintaining, operating, hosting or commercializing

any software platform, application, tool, product, service or related technology that competes with or is intended to compete with the

Business or any of the Business Products, including, without limitation, any software platform, application, tool, product, service or

related technology developed for: (A) business intelligence analytics, data visualization, reporting or dashboarding; (B) data

integration, data preparation, data transformation or data connectivity, including ETL, ELT, connectors or similar connectivity products

or services; (C) data analytics, including descriptive, predictive or prescriptive analytics; (D) embedded or distributed analytics;

(E) workflow or process automation; (F) AI-powered data products, AI agents or machine-learning services applied to or operating

upon business data; or (G) data governance or data management. For the avoidance of doubt, Competitive Activities shall not include

the development of custom applications for the internal use of third parties utilizing the Domo platform, so long as such activities do

not involve the commercialization, licensing, marketing, distribution or offering of any software product, platform, service or technology

that competes with the Business or any Business Product.

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“Confidentiality Agreement”

means that certain Non-Disclosure Agreement between the Buyer and the Seller dated as of February 10, 2026.

“Contract”

means any written or oral contract, lease, license, legally binding commitment, indenture, note, bond, sales or purchase order or other

agreement, instrument, obligation, arrangement, undertaking or understanding of any kind, in each case that is legally binding, together

with all amendments, restatements, supplements or other modifications thereto.

“Contributor”

means a current or former employee, director, officer, agent, consultant or contractor of Seller or any Transferred Subsidiary.

“control”

(including the terms “controlled by” and “under common control with” and other correlative terms

thereof) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the

management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or credit

arrangement or otherwise.

“COVID-19”

means SARS-CoV-2 or COVID-19, and any evolutions thereof or related or associated epidemics, pandemics or disease outbreaks.

“Credit Agreement”

means that certain Amended and Restated Loan and Security Agreement, dated as of August 8, 2023 (as amended by that certain First

Amendment to Amended and Restated Loan and Security Agreement, dated as of February 17 , 2024, that certain Second Amendment to

Amended and Restated Loan and Security Agreement and Lender Joinder, dated as of August 19, 2024, and as further amended, restated,

supplemented and/or otherwise modified from time to time), by and among the Seller, as borrower, Dawn Utah, as co-borrower, the lenders

from time to time party thereto, Wilmington Trust, National Association, as administrative agent, and Obsidian Agency Services, Inc.,

as collateral agent.

“Credit Support Obligations”

has the meaning set forth in Section 6.14.

“Dawn Utah”

means Domo, Inc., a Utah corporation and wholly owned subsidiary of Seller.

“Designated Parties”

has the meaning set forth in Section 4.23.

“Developing Business

Products” means all products and service offerings for the Business that are under development as of the date hereof.

A-5

“DGCL” means

the General Corporation Law of the State of Delaware.

“Disclosure Schedule”

has the meaning set forth in Article IV.

“Effect”

has the meaning set forth in the definition of Material Adverse Effect.

“e-mail”

has the meaning set forth in Section 11.2.

“Employees”

means all employees of the Seller and the Transferred Subsidiaries, and any employees hired by the Seller or any Transferred Subsidiary

after the date of, and pursuant to the terms of, this Agreement; provided, however, that “Employees” shall

not include the Excluded Employees.

“Environmental Claim”

means any written complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative

proceeding, judgment, or other legal proceeding, letter, or other written communication from any Governmental Entity or Third Party alleging

violations of Environmental Laws or Releases of Hazardous Substances in violation of Environmental Laws from or onto any facilities that

received Hazardous Substances generated by the Seller or any of its Subsidiaries.

“Environmental Laws”

means all applicable Laws relating to the protection of the environment or natural resources, including such Laws relating to the use,

handling, treatment, storage, disposal, transport or Release of any Hazardous Substance.

“ERISA”

means Employee Retirement Income Security Act of 1974.

“ERISA Affiliate”

means any trade or business (regardless of whether incorporated) that would be treated together with the Seller or any of its Subsidiaries

as a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001

of ERISA.

“Exchange Act”

means the Securities Exchange Act of 1934.

“Excluded Assets”

has the meaning set forth in Section 2.2.

“Excluded Employees”

has the meaning set forth in Section 2.4(b).

“Excluded Intellectual

Property” has the meaning set forth in Section 2.2(n).

“Excluded Leases”

has the meaning set forth in Section 2.2(l).

“Excluded Liabilities”

has the meaning set forth in Section 2.4.

A-6

“FCPA” means

the Foreign Corrupt Practices Act of 1977 or any other similar Law that makes unlawful payments to Governmental Entities or international

non-governmental agencies and their employees in exchange for favorable treatment or benefits not otherwise available but for such payments.

“FDI Laws”

means (i) any Law pertaining to foreign direct investment and (ii) any other Laws that are designed or intended to prohibit,

restrict or regulate foreign investment in equities, securities, entities, assets, land or interests.

“Financial Cooperation

Period” means the period commencing on the Closing Date and ending on the earlier of (i) the date that is one hundred

eighty (180) days following the Closing Date and (ii) the date on which the Buyer has completed the filing of the Acquired Business

Financial Statements and pro forma financial information with the SEC in accordance with Rule 3-05 of Regulation S-X and the rules and

regulations promulgated thereunder; provided that if such filing has not been completed by the date that is one hundred eighty

(180) days following the Closing Date, the Financial Cooperation Period shall be automatically extended for successive thirty (30)-day

periods upon written notice by the Buyer to the Seller until such time as the Acquired Business Financial Statements have been filed.

“Forbearance Agreement”

means that certain Forbearance Agreement, dated as of June 12, 2026, by and among the Seller, as borrower, Dawn Utah, as co-borrower,

the lenders party thereto (constituting the Required Lenders under the Credit Agreement), Wilmington Trust, National Association, as

administrative agent, and Obsidian Agency Services, Inc., as collateral agent, in respect of the Credit Agreement, as the same may

be amended, supplemented, extended or otherwise modified from time to time.

“Forwarded Emails”

has the meaning set forth in Section 6.12(a).

“Founder”

means Joshua James.

“Fraud”

means actual fraud with respect to the applicable representations and warranties set forth in this Agreement or in any ancillary agreement

or any certificate required to be delivered pursuant to this Agreement (and not equitable fraud, promissory fraud, unfair dealings fraud,

constructive fraud or any torts (including a claim for fraud) based on negligence (including gross negligence) or recklessness).

“GAAP” means

United States generally accepted accounting principles, as in effect from time to time.

“Generative AI Tools”

means AI Technology that can answer questions and create seemingly new text, images, audio, video and other content. Examples include

publicly available tools like OpenAI’s ChatGPT 4.0, or enterprise licensed tools like Microsoft Copilot.

“Government Bid”

means any bid, outstanding quotation, proposal or grant application by the Seller or any Transferred Subsidiary that, if accepted or

awarded, would result in a Government Contract.

A-7

“Government Contract”

means any Contract (including any prime contract, subcontract, teaming agreement or arrangement, joint venture, basic ordering agreement,

letter contract, purchase order, delivery order, change order or other arrangement of any kind in writing) entered into by the Seller

or any Transferred Subsidiary with any Governmental Entity or with any prime contractor or upper-tier subcontractor relating to a Contract

where any Governmental Entity is a party thereto by which the Seller or any Transferred Subsidiary has agreed to provide goods or services

(including one or more licenses) to such Governmental Entity, prime contractor, or upper-tier subcontractor or to any third party (including

the public) on behalf of such Governmental Entity, prime contractor or upper-tier subcontractor.

“Governmental Entity”

means any United States or non-United States government or political subdivision thereof, or any court, tribunal, judicial or arbitral

body, or any legislative, tax, governmental, regulatory, self-regulatory or administrative authority, agency, commission, or other instrumentality,

whether transnational, supranational, federal, national, provincial, state, local, foreign or multinational.

“Hazardous Substance”

means any substance, material or waste that is defined as or included in the definition of “hazardous substance,” “hazardous

waste,” “hazardous material,” “toxic substance,” “pollutant” or “contaminant” under

any Environmental Law, including any petroleum or refined petroleum products, radioactive materials, asbestos or polychlorinated biphenyls.

“HIPAA”

means the following, as the same may be amended, modified or supplemented from time to time, any successor statute thereto, and together

with any sub-regulatory guidance documents and all rules or regulations promulgated from time to time thereunder: (i) the Health

Insurance Portability and Accountability Act of 1996; (ii) the Health Information Technology for Economic and Clinical Health Act

(Title XIII of the American Recovery and Reinvestment Act of 2009).

“HSR Act”

means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Income Tax”

means U.S. federal, state, local or foreign Taxes based upon or measured by reference to gross or net income, profits, receipts or capital

gain (however denominated), and including any franchise and withholding Taxes if and to the extent imposed in lieu of Taxes denominated

as “income” Taxes.

A-8

“Indebtedness”

means any of the following Liabilities: (a) indebtedness for borrowed money (including any principal, premium, accrued and unpaid

interest (including any interest paid or payable in kind and any amounts capitalized and added to principal), and any prepayment premiums,

make-whole payments, breakage costs, penalties, fees and other amounts payable in connection therewith or that become due as a result

of the repayment, prepayment, acceleration, termination or cancellation thereof); (b) Liabilities evidenced by bonds, debentures,

notes or other similar debt instruments or debt securities; (c) Liabilities pursuant to or in connection with letters of credit,

banker’s acceptances, performance bonds, surety bonds, fidelity bonds or similar Contracts or arrangements (in each case only to

the extent drawn); (d) Liabilities pursuant to finance leases (or capitalized leases, as such term was used prior to ASC 842) (but

without giving effect to the Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASC

842”) (and, for the avoidance of doubt, any operating leases required to be capitalized under ASC 842 shall not be included

in Indebtedness)); (e) net cash payment obligations under interest rate and currency swap arrangements and any other arrangements

designed to provide protection against fluctuations in interest or currency rates that will be payable upon termination thereof (assuming

termination on the date of determination), in each case, as if such arrangements were terminated on the Closing Date; (f) deferred

purchase price Liabilities related to past acquisitions of businesses (including the maximum amount of any earnout or other contingent

or deferred consideration payable in connection therewith); (g) all Liabilities in respect of any receivables or payables financing,

factoring, supply-chain or similar financing arrangement; (h) all accrued and unpaid, or declared and unpaid, dividends or other

distributions; (i) all obligations of the Seller or any Transferred Subsidiary secured by any Lien or security interest on any of

the Purchased Assets or any asset of any Transferred Subsidiary (other than Permitted Liens); (j) all Liabilities under conditional

sale or other title retention agreements; (k) any indebtedness described in the foregoing clauses of others (other than any Transferred

Subsidiary) guaranteed by the Seller or any of its Subsidiaries or secured by any Lien or security interest on the assets of the Seller

or any of its Subsidiaries; (l) all unpaid Taxes of any Transferred Subsidiary for the Pre-Closing Tax Period (or portion thereof);

(m) any Transaction Expenses; (n) fifty percent (50%) of any Transfer Taxes; (o) fifty percent (50%) of any HSR Fees;

(p) all accrued but unused vacation and other paid time off together with all payroll, employment and similar Taxes thereon; (q) any

Liabilities under any benefit claims relating to any self-insured welfare plan (as defined in Section 3(1) of ERISA) the basis

for which occurred on or prior to the Closing Date (whether or not reported, made or outstanding as of the Closing Date), to the extent

such claims are in excess of the reserves and rebates available under any such self-insured welfare plan and not covered by stop-loss

insurance coverage for such period; (r) any unfunded or underfunded Liabilities with respect to any Benefit Plan; (s) long

term deferred revenue; and (t) the amount, if any, by which the aggregate accounts payable (measured in accordance with GAAP) of

Seller and its Subsidiaries (including the Transferred Subsidiaries), determined as of immediately prior to the Closing, exceeds $14,000,000;

provided that in no event shall Indebtedness include (A) intercompany Indebtedness between or among the Transferred Subsidiaries,

(B) trade payables and accruals and other current liabilities incurred in the ordinary course of business, except as expressly contemplated

by clause (t) of this definition, (C) overdraft facilities or cash management programs, in each case, entered into in the ordinary

course of business and (D) any Assumed Seller Transaction Expense.

“Indemnification Claims”

has the meaning set forth in Section 10.2.

“Indemnified Parties”

has the meaning set forth in Section 10.2.

“Indemnitor”

has the meaning set forth in Section 10.3.

“Individual Independent

Contractor” means an individual natural Person providing services to the Seller or any Subsidiary thereof as an independent

contractor.

A-9

“Insurance Policies”

has the meaning set forth in Section 4.17.

“Intellectual Property”

means (a) Intellectual Property Rights and (b) Proprietary Information and Technology.

“Intellectual Property

Rights” means all rights relating to, arising from or associated with intellectual property worldwide, including rights arising

from or associated with any of the following, whether protected, created or arising under the laws of the United States or any other

jurisdiction: (a) trademarks, service marks, trade dress, and trade names (each of the foregoing, whether registered or unregistered),

including all goodwill associated therewith, and all applications to register the foregoing (collectively, “Marks”);

(b) patents and patent applications, including any divisionals, provisionals, revisions, supplementary protection certificates,

continuations, continuations-in-part, reissues, re-examinations, substitutions, extensions and renewals thereof (“Patents”);

(c) works of authorship (including Software), moral rights, design rights and copyrights (whether registered or unregistered), including

all applications for registration (“Copyrights”); (d) information, trade secrets, ideas, inventions (whether

or not patentable), research and development, know-how, business and marketing plans and proposals, formulae, compositions, assembly

processes and techniques, manufacturing processes and techniques, production processes and techniques, technical data, designs, drawings,

specifications, customer and supplier information, in each case, to the extent any of the foregoing constitutes a trade secret under

applicable Law (“Trade Secrets”); (e) inventions, invention disclosures, discoveries, improvements, know-how,

methodology, formulas, models, algorithms, systems, processes, computer programs, whether patentable or not; (f) database rights;

(g) Internet web sites, domain names and social media accounts and handles and (h) any other intangible proprietary rights

recognized by applicable Law. “Intellectual Property Rights” includes any and all: (i) registrations thereof

and applications therefor; (ii) claims, causes of action and defenses relating to the enforcement of any of the foregoing, including

for past infringement; (iii) the goodwill associated with any of the foregoing; and (iv) rights equivalent or similar to any

of the foregoing.

“IP Assignment Agreement”

has the meaning set forth in Section 3.2(c)(viii).

“IP Assignments”

has the meaning set forth in ‎Section 3.2(c)(viii).

“IRS” has

the meaning set forth in Section 2.6(c).

“Knowledge of the

Seller” means the actual knowledge of those persons listed in Schedule I, following reasonable inquiry.

“Landlord Consents”

has the meaning set forth in ‎Section 6.21.

“Law” means

any international, multinational, supranational, national, federal, state, country, municipal, provincial, foreign or local law, rule,

regulation, ordinance, code, judgment, injunction, order, treaty, convention, governmental directive or other legally enforceable requirement

of any Governmental Entity, including common law.

A-10

“Lease”

has the meaning set forth in Section 4.8(b).

“Leased Real Property”

has the meaning set forth in Section 4.8(b).

“Legacy Benefit Plans”

has the meaning set forth in Section 6.8.

“Legal Privileges

and Protections” has the meaning set forth in Section 2.2(j).

“Legal Restraint”

has the meaning set forth in Section 9.1.

“Liabilities”

means any and all debts, liabilities, obligations, and commitments of any nature whether accrued or fixed, known or unknown, absolute

or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action, Order or Contract,

and in each case whether or not required by GAAP to be accrued or reflected on a balance sheet.

“Lien” means

any liens, mortgages, deeds of trust, pledges, hypothecations, security interests, licenses, claims, charges, options, rights of first

refusal, rights of first offer, conditions, equitable interests, easements, encroachments, rights of way, occupancy rights, adverse claims

or other encumbrances or restrictions of any kind or nature on or with respect to any property (real or personal) or property interest,

including any restriction on the use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“Loss” or

“Losses” means any and all losses, damages, liabilities, obligations, Taxes, Liens, fines, deficiencies, diminutions

in value, amounts paid in settlement, costs and expenses (including reasonable costs of investigation and all reasonable accounting,

consulting, expert and attorneys’ fees), interest, awards, judgments, fees and penalties or other damages actually sustained, suffered

or incurred by the Party seeking indemnification pursuant to this Agreement; provided, however, that Losses shall not include

punitive damages (unless such punitive damages are actually awarded or paid to a third party).

“Made Available”

means, with respect to any information, document or other material, that such information, document or material was Made Available for

review by Seller or its Representatives in the virtual data room established by the Seller in connection with this Agreement at least

five (5) Business Days prior to the date of this Agreement.

“Majority Stockholders”

means (i) Cocolalla, LLC, a Utah limited liability company, and (ii) the Founder.

A-11

“Material Adverse

Effect” means any state of facts, change, development, event, effect, condition or occurrence (each, an “Effect”)

that, individually or in the aggregate with all other Effects, (a) would or would reasonably be expected to prevent, materially

impair or materially delay the Seller’s ability to consummate the Transactions on or before the Outside Date or the performance

by the Seller of any of its material obligations under this Agreement or (b) has had, or would reasonably be expected to have, a

material adverse effect on the condition (financial or otherwise), business, operations, assets (including the Purchased Assets) and

liabilities (including the Assumed Liabilities) (considered together) or results of operations of the Business, taken as a whole; provided,

however, that in no event shall any of the following Effects, alone or in combination, be deemed to constitute, or be taken into

account, in determining whether there has been, or would be, a Material Adverse Effect for purposes of clause (b) above:

(i) any changes in general U.S. or global economic conditions or securities, credit, financial or other capital markets conditions;

(ii) any changes, events or conditions generally affecting the industries in which the Seller and its Subsidiaries operate (including

changes to interest rates, general market prices and regulatory changes affecting such industries); (iii) pandemics (including COVID-19

and any variants/mutations thereof), epidemics, acts of war (regardless of whether declared), armed hostility (by recognized governmental

forces or otherwise), sabotage, terrorism, man-made disaster, or any natural disaster or other act of nature and any escalation or general

worsening of any of the foregoing; (iv) any changes arising out of or attributable to the negotiation, execution or announcement

of this Agreement or the pendency or consummation of the Transactions (including the effect thereof on the relationships (contractual

or otherwise) of the Seller and its Subsidiaries and their respective Affiliates with clients, customers, employees, suppliers, vendors,

service providers or Governmental Entities), except that this clause (iv) shall not apply with respect to representations

and warranties (in whole or in relevant part) made by the Seller in this Agreement, the purpose of which is to address the consequences

resulting from, relating to or arising out of the negotiation, execution, announcement, pendency or consummation of this Agreement or

the Transactions, (v) changes in applicable Law or in GAAP or in accounting standards, or any changes in the interpretation or enforcement

of any of the foregoing, (vi) any change in the market price, or change in trading volume, of the Class B Common Stock, (vii) any

failure to meet any internal or public projections, forecasts, guidance, estimates, milestones, or budgets or internal or published financial

or operating predictions of revenue, earnings, cash flow, cash position or other financial performance or results (it being understood

that the exceptions in clauses (vi) and (vii) shall not prevent or otherwise affect a determination that the

underlying cause of any such change, decline or failure referred to therein (if not otherwise falling within any of the exceptions provided

hereof) is or may be taken into account in determining the existence of, a Material Adverse Effect), (viii) the entering into and

performance of this Agreement and the Transactions, including compliance with the covenants set forth herein (but in the event of a failure

by the Seller or its Subsidiaries to take any action, only if the Buyer has refused to provide a waiver to the applicable prohibition

or consent to the taking of an action that would otherwise be prohibited in this Agreement within five Business Days after the request

therefor), the identity of or facts related to the Buyer or its Affiliates or any action taken or omitted to be taken by the Seller at

the prior written request of the Buyer or (ix) the Effects of any breach of this Agreement by the Buyer; provided, however,

that, in the case of clauses (i), (ii), (iii) and (v), solely to the extent the impact on the Business,

taken as a whole, is disproportionately adverse compared to the impact on other companies operating in the industries in which the Business

operates in the countries and regions in the world impacted by the Effect in question, the incrementally disproportionate impact or impacts

may be taken into account in determining whether there has been, or would be reasonably be expected to be, a Material Adverse Effect.

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“Material Contracts”

has the meaning set forth in Section 4.6(a).

“Minimum Cash Amount”

means $25,000,000.

“New Benefit Plans”

has the meaning set forth in Section 6.8(d).

“Non-U.S. Benefit

Plan” has the meaning set forth in Section 4.12(b).

“Open Source Software”

means any Software that is licensed under or otherwise subject to a license or other agreement commonly referred to as an open source,

freeware, source available, free software, copyleft or community source code license (including any code or library licensed under the

GNU General Public License, GNU Lesser General Public License, BSD License, Apache Software License, or any other public source code

license arrangement).

“Order”

means any order, writ, judgment, injunction, decree, determination, ruling, license, award, settlement agreement, consent agreement,

stipulation or consent of, with or by any Governmental Entity, or any other requirement of any Governmental Entity.

“ordinary course of

business” means an action taken, or omitted to be taken, by any Person in the ordinary course of such Person’s business

consistent with past custom and practice.

“Organizational Documents”

means (a) with respect to a corporation, the charter, memorandum of association, or articles or certificate of incorporation, as

applicable, and bylaws thereof, (b) with respect to a limited liability company, the certificate of formation or organization, as

applicable, and the operating or limited liability company agreement thereof, (c) with respect to a partnership, the certificate

of formation and the partnership agreement, and (d) with respect to any other Person the organizational, constituent and/or governing

documents and/or instruments of such Person.

“Outside Date”

has the meaning set forth in Section 9.1.

“Owned Intellectual

Property” means the Transferred Intellectual Property and any Intellectual Property owned or purported to be owned by any Transferred

Subsidiary, in each case, including the Registered Intellectual Property.

“Parties”

means each of the parties to this Agreement and “Party” means either of the parties to this Agreement.

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“Payoff Letters”

means one or more customary payoff letters from the applicable creditors (or their duly authorized agent or representative) under the

Credit Agreement, and any other Indebtedness for borrower money designated by Buyer, in form and substance reasonably acceptable to the

Buyer and duly executed by the applicable creditor(s), stating the amount required to be paid to fully discharge the Indebtedness thereunder

as of the date specified therein (which may be accompanied by a customary per diem for payment following such date) and the wire instructions

for payment thereof, and providing that, upon payment of such amount, (a) all outstanding obligations of the Seller and the Transferred

Subsidiaries under such Indebtedness shall be repaid, discharged and extinguished in full, (b) all Liens (other than Permitted Liens)

in connection therewith on the Purchased Assets or the assets of the Transferred Subsidiaries, and all guarantees in respect thereof,

shall be released and terminated, and (c) the applicable creditor shall return (or authorize the return or destruction of) all instruments

evidencing such Indebtedness and release all collateral securing such Indebtedness.

“Permits”

has the meaning set forth in Section 4.21(b).

“Permitted Business”

means any business that does not provide services or products to customers aimed at improving the operations or management of such Person

through the use of AI, machine learning, workflow automation, or software tools. For the avoidance of doubt, this does not include instances

in which, from and after the Closing, the Seller develops any such products solely for its internal use with respect to its business

and operations.

“Permitted Liens”

means:

(a)            statutory

Liens for Taxes, assessments or other charges by Governmental Entities not yet due and payable or the amount or validity of which is

being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP;

(b)            mechanics’,

materialmen’s, carriers’, workmen’s, warehouseman’s, repairmen’s, and similar Liens granted or that arise

in the ordinary course of business with respect to liabilities that are not yet due or delinquent or, in the case of liabilities the

amount or validity of which is being contested in good faith by appropriate proceedings, for which adequate reserves have been established

in accordance with GAAP;

that will be released or terminated at the Closing in accordance with the terms of this Agreement (including pursuant to the Payoff Letters);

(d)            pledges

or deposits by the Seller or any Subsidiary thereof under workmen’s compensation Laws, unemployment insurance Laws, social security,

retirement or similar legislation, or good faith deposits in connection with bids, tenders, Contracts (other than for the repayment of

borrowed money), or leases to which such entity is a party, or deposits to secure public or statutory obligations of such entity or to

secure surety or appeal bonds to which such entity is a party, or deposits as security for contested Taxes, in each case incurred or

made in the ordinary course of business;

(e)            requirements

under applicable Law, including zoning, building codes, entitlement, and other land use and environmental regulations imposed by any

Governmental Entity that do not materially interfere with the Business as currently conducted;

(f)            nonexclusive

licenses of Intellectual Property granted in the ordinary course of business to third parties by the Seller or any Subsidiary thereof

on Seller’s standard form or otherwise on customary terms consistent with past practice and typical for the product, service or

purpose for which it is provided;

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(g)            easements,

rights of way, encroachments, restrictions, covenants, conditions and other similar Liens that, individually or in the aggregate, have

not materially impaired, and would not be reasonably likely to materially impair, the use (or contemplated use), utility or value of

the applicable real property or otherwise materially impair the present or contemplated business operations at such location;

(h)            transfer

restrictions imposed by Laws;

(i)            (A) any

interest or title of a lessor or sublessor under an operating lease, sublease or capitalized lease and any liens on lessor’s fee

or other superior title interests, (B) liens securing rental payments under capital lease arrangements and (C) any purchase

money Liens, in the case of clauses (B) and (C), solely to the extent the underlying obligations are included in Closing Indebtedness

or constitute Assumed Liabilities; and

(j)            any

other Liens set forth in Section 1.1-1 of the Disclosure Schedule.

Notwithstanding anything

to the contrary, in no event shall “Permitted Liens” include any Lien on or with respect to any equity interests of any Transferred

Subsidiary, other than transfer restrictions arising under applicable securities Laws.

“Person”

means any individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental

Entity, association or unincorporated organization, or any other form of business or professional entity.

“Personal Information”

means (a) any information that identifies, relates to, or is reasonably capable of being associated with an identified or identifiable

natural person or household, and (ii) any other information that constitutes “personal information,” “personal

data,” “protected health information,” “personally identifiable information” or a similar term as defined

under applicable Privacy Requirements.

“Pre-Closing Tax Period”

means any taxable period ending on or before the Closing Date, and the portion of any Straddle Period ending on and including the Closing

Date.

“Privacy and Information

Security Policies” has the meaning set forth in Section 4.14.

“Privacy Requirements”

means Privacy Agreements, Privacy and Information Security Policies, PCI Requirements and all applicable Privacy Laws.

“Processing”

or any of its cognates means any operation or set of operations performed on data, including Personal Information, whether or not by

automated means, such as collection, accessing, transfer, recording, organization, structuring, storage, security, adaptation or alteration,

retrieval, consultation, use, disclosure, transmission, dissemination or otherwise making available, alignment or combination, aggregation,

correlation, inferring, derivation, restriction, erasure, destruction, disposal, encryption, pseudonymization, deidentification, anonymization

or any other processing as such term is used under Privacy Requirements.

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“Proprietary Information

and Technology” means any and all of the following: works of authorship, computer programs, source code and executable code,

whether embodied in software, firmware or otherwise, assemblers, applets, compilers, user interfaces, application programming interfaces,

AI Technology, protocols, machine learning models, architectures, documentation, annotations, comments, designs, files, records, schematics,

test methodologies, test vectors, emulation and simulation tools and reports, hardware development tools, models, tooling, prototypes,

breadboards and other devices, data structures, databases, data compilations and collections, inventions (whether or not patentable),

invention disclosures, discoveries, improvements, technology, proprietary and confidential ideas and information, tools, concepts, techniques,

methods, processes, formulae, patterns, algorithms and specifications, customer lists and supplier lists and any and all instantiations

or embodiments of the foregoing or any Intellectual Property Rights in any form and embodied in any media.

“Purchase Price”

has the meaning set forth in Section 2.5(a).

“Purchase Price Allocation”

has the meaning set forth in Section 2.6.

“Purchased Assets”

has the meaning set forth in Section 2.1.

“Purchased Benefit

Plans” has the meaning set forth in Section 2.1(n).

“Purchased Shares”

has the meaning set forth in Section 2.5(a).

“R&D Sponsor”

means any Governmental Entity, private source, university, college, other educational institution, military, multi-national, bi-national

or international organization or research center that has provided grants to the Seller or any Transferred Subsidiary or any Contributor.

“Registered Intellectual

Property” means all (i) Owned Intellectual Property that is registered, recorded by, filed or issued under the authority

of, with or by any Governmental Entity or domain name registrar or social media service provider, including all patents, registered copyrights,

registered trademarks, all applications for any of the foregoing, and domain names and social media accounts, and (ii) any other

applications, registrations, recordings and filings by Seller or a Transferred Subsidiary (or otherwise authorized by or in the name

of Seller or a Transferred Subsidiary) with respect to any Owned Intellectual Property used (or held for use) in connection with the

operation of the Business.

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“Release”

means any spilling, leaking, pumping, emitting, emptying, discharging, injecting, escaping, leaching, migrating, dumping, or disposing

of Hazardous Substances (including the abandonment or discarding of barrels, containers, or other closed receptacles containing Hazardous

Substances) into the environment.

“Representatives”

means, with respect to any Person, the officers, directors, Affiliates, employees, accountants, consultants, agents, legal counsel, financial

advisors, financing sources, investment bankers, and other representatives of such Person.

“Restricted Countries”

has the meaning set forth in Section 4.23(b).

“Restricted Customer

or Supplier” means any Person that: (A) is or was, during the twelve (12)-month period prior to the Closing, a customer,

client, licensee, subscriber, reseller, distributor, channel partner, supplier or other material business relation of the Seller, any

Transferred Subsidiary or any other Affiliate of the Seller with respect to the Business; or (B) was, as of the Closing Date, an

active or bona fide prospective customer, client, licensee, subscriber, reseller, distributor, channel partner, supplier or other material

business relation of the Seller, any Transferred Subsidiary or any other Affiliate of the Seller with respect to the Business.

“Restricted Employee”

means any Person who is or was, at any time during the Restricted Period or during the twelve (12)-month period immediately preceding

the Closing Date, a Transferred Employee with a title of vice president or senior or officer of the Seller or any Transferred Subsidiary.

“Sanctioned Parties”

has the meaning set forth in Section 4.23(b).

“Sanctions”

has the meaning set forth in Section 4.23(b).

“Sarbanes-Oxley Act”

means the Sarbanes-Oxley Act of 2002.

“SEC” means

the U.S. Securities and Exchange Commission.

“Section 338

Election” means the Section 338(g) Election and the Section 338(h)(10) Election.

“Section 338

Subsidiaries” means Dawn Utah and the Section 338(g) Subsidiaries.

“Section 338(g) Election”

has the meaning set forth in Section 7.1(b).

“Section 338(g) Subsidiaries”

has the meaning set forth in Section 7.1(b).

“Section 338(h)(10) Election”

has the meaning set forth in Section 7.1(a).

A-17

“Section 338(h)(10) Form”

has the meaning set forth in Section 7.1(a).

“Securities Act”

means the Securities Act of 1933.

“Seller”

has the meaning set forth in the Preamble.

“Seller Board”

means the board of directors of the Seller.

“Seller Bylaws”

has the meaning set forth in Section 4.1.

“Seller Charter”

has the meaning set forth in Section 4.1.

“Seller Common Stock”

means the Seller’s shares of Class A Common Stock, par value $0.001 per share and Class B Common Stock, par value $0.001

per share.

“Seller Equity Awards”

has the meaning set forth in Section 4.1.

“Seller Equity Plans”

means, collectively, Seller’s 2011 Equity Incentive Plan, as amended on January 31, 2018, and as may be further amended from

time to time, and Seller’s 2018 Equity Incentive Plan, as may be amended from time to time.

“Seller ESPP”

means Seller’s 2018 Employee Stock Purchase Plan, as amended September 18, 2020, and as may be further amended from time to

time.

“Seller Financial

Statements” means the audited consolidated financial statements and unaudited consolidated interim financial statements of

the Seller and the consolidated Subsidiaries of the Seller included in the Seller SEC Documents.

“Seller Fundamental

Representations” means the first sentence of Section 4.1(a), Section 4.1(b), Section 4.1(c),

Section 4.1(d), Section 4.1(e), Section 4.1(f) (other than clauses (i), (iii) and (v) thereof,

and the third and fourth sentences thereof), Section 4.1(h) (Organization and Qualification; Seller Capitalization;

Subsidiaries) and Section 4.18 (Brokers).

“Seller Indemnification

Claims” has the meaning set forth in Section 10.2.

“Seller Indemnified

Parties” has the meaning set forth in Section 10.2(a).

“Seller Licensed Intellectual

Property” means exclusive or non-exclusive rights or interests in Intellectual Property owned by a Third Party and licensed

or otherwise granted to the Seller or any Transferred Subsidiary pursuant to any Contract to which Seller or any Transferred Subsidiary

is a party.

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“Seller Option”

means each option to purchase shares of Class B Common Stock granted under any Seller Equity Plan.

“Seller RSU”

means each restricted stock unit award granted under any Seller Equity Plan.

“Seller SEC Documents”

has the meaning set forth in Section 4.4(a).

“Seller Stockholder

Approval” has the meaning set forth in Section 4.2.

“Seller Terminable

Breach” has the meaning set forth in Section 9.1.

“Software”

means (i) all software and other computer programs, systems, applications (including user interfaces), tools and firmware, including

software implementations of algorithms, models, and methodologies (whether in object code, or source code, a scripting language, or other

form), including APIs, libraries, subroutines and other components thereof, (ii) computerized databases and other computerized compilations

and collections of data or information, including all data and information included in such databases, compilations or collections, (iii) screens,

user interfaces, command structures, report formats, templates, menus, buttons and icons; (iv) descriptions, flow-charts, architectures,

development tools, and other materials used to design, plan, organize and develop any of the foregoing; and (v) all documentation,

including development, diagnostic, support, user and training documentation related to any of the foregoing and all related materials.

“Specified Leases”

means the leases described in items 1 and 2 of Section 4.6(a)(vii)(A) of the Disclosure Schedule.

“Straddle Period”

means any taxable period that begins on or before and ends after the Closing Date. In the case of any Taxes that relate to a Straddle

Period, (i) the amount of any real property or other ad valorem Taxes for a Straddle Period that relates to the portion of the Straddle

Period ending on and including the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied

by a fraction the numerator of which is the number of days in the taxable period ending on and including the Closing Date and the denominator

of which is the number of days in such Straddle Period, and (ii) the amount of any other Taxes, including those based on or measured

by income or receipts, sales or use Taxes, employment Taxes, or withholding Taxes, relating to the portion of the Straddle Period ending

on the Closing Date shall be determined based on an interim closing of the books as of the close of business on the Closing Date; provided

that the taxable year of any “controlled foreign corporation” within the meaning of Section 957 of the Code, partnership

or other pass-through entity shall be deemed to terminate at such time (and, for the avoidance of doubt, any income inclusion pursuant

to Section 951, 951(c)(2), Section 951A, or Section 951B of the Code (or any corresponding or similar provisions of state,

local or non-U.S. income Tax Law) of any “United States shareholder” of any such controlled foreign corporation shall be

treated as taken into account as of such time.

“Subleases”

has the meaning set forth in Section 4.8(b).

A-19

“Subsidiary”

means, with respect to a Person, any Person, whether incorporated or unincorporated, of which at least one of the following is directly

or indirectly owned or controlled by the subject Person or by one or more of its respective Subsidiaries: (a) at least 50% of the

securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other

Persons performing similar functions, (b) a general partner interest or (c) a managing member interest.

“Superior Proposal”

means a bona fide written Competing Proposal (with all references to 15% included in the definition of Competing Proposal increased to

80%) that is not the result of a breach of Section 6.10 and is made after the date of this Agreement by any Person or group

(other than the Buyer or any of its Affiliates), that, in the good faith determination of the Seller Board, after consultation with its

financial advisors and outside legal counsel, (a) if consummated, would result in a transaction more favorable to the Seller’s

stockholders from a financial point of view than the Transactions (after taking into account the time likely to be required to consummate

such proposal and any adjustments or revisions to the terms of this Agreement offered by the Buyer in response to such proposal or otherwise),

and (b) is reasonably likely to be consummated on the terms proposed, taking into account any legal, financial, regulatory and stockholder

approval requirements, any required third-party consents, the sources, availability and terms of any financing, financing market conditions

and the existence of a financing contingency, the likelihood of termination, the timing of closing, the identity of the Person or Persons

making the proposal and any other aspects and risks considered relevant by the Seller Board and (c) for which financing, to the

extent required, is then fully committed.

“Support Agreement”

has the meaning set forth in the Recitals.

“Systems”

has the meaning set forth in Section 4.13(p).

“Takeover Law”

means any applicable “fair price,” “moratorium,” “control share acquisition,” “business combination,”

“interested stockholder” or any other antitakeover statute or similar statute enacted under applicable Law.

“Tangible Personal

Property” has the meaning set forth in Section 2.1.

“Tax” or

“Taxes” means all U.S. federal, state, local, foreign, and other net income, gross income, gross receipts, value-added,

sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, capital stock, social security (or similar),

unemployment, disability, withholding, payroll, employment, excise, severance, stamp, occupation, registration, premium, real property,

personal property, alternative or add-on minimum, estimated, windfall profits, customs duties, or other taxes imposed by any Governmental

Entity, together with any interest, and any penalties or additions to tax with respect thereto, whether disputed or not, and whether

as a primary obligor or as a result of being a “transferee” (within the meaning of Section 6901 of the Code or any other

applicable Law) or successor of another Person, as a result of being a member of an affiliated, consolidated, unitary or combined group,

pursuant to Treasury Regulations Section 1.1502-6 or any other Law, by Contract or otherwise.

“Tax Contest”

has the meaning set forth in Section 7.4.

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“Tax Contest Notice”

has the meaning set forth in Section 7.4.

“Tax Returns”

means any return, report, information return or other document (including any related or supporting information) required to be delivered

to a payee or filed with any taxing authority with respect to Taxes, including information returns, claims for refunds of Taxes and any

amendments, supplements or attachments to any of the foregoing.

“Termination Fee”

means an amount equal to $13,500,000.

“Third Party”

means any Person other than the Buyer and its Subsidiaries and the respective Representatives of the Buyer and its Subsidiaries.

“Third Party Claim”

has the meaning set forth in Section 10.4(a).

“Third Party Intellectual

Property” means any and all Intellectual Property owned (or purported to be owned) by a third party.

“Top Customers”

has the meaning set forth in Section 4.19.

“Top Suppliers”

has the meaning set forth in Section 4.20.

“Training Data”

means training data, validation data, test data, scraped data or harvested datasets, or databases, in each case, used to train, fine

tune, enhance or improve AI Technology.

“Transaction Documents”

means this Agreement, the Support Agreement, the Bill of Sale and Assignment and Assumption Agreement, the IP Assignments, and the other

agreements, instruments and documents required to be delivered at the Closing.

“Transaction Expenses”

means (i) all fees, costs and expenses incurred or otherwise payable on account of services provided by any third party to the Seller

or any of its Subsidiaries at or prior to the Closing, in each case in connection with the negotiation, preparation, execution and performance

of this Agreement, the other Transaction Documents and the Transactions, (ii) the amount of all change of control bonuses, incentive

compensation, severance payments, and other compensation or benefits (whether or not contingent) that are triggered, in whole or in part

by or in connection with the Transactions (alone or together with any other event) (including any payments under any Benefit Plan with

respect to any of the foregoing), (iii) all payroll, employment and similar Taxes, if any, that are required to be paid with respect

to the amounts described in (ii) above, (iv) the value of any lost Tax deductions due to the application of Section 280G

of the Code, (v) the amount of all obligations of the Seller or any of its Subsidiaries (or otherwise arising under the terms of

any Purchased Benefit Plans as in effect as of the Closing) to gross-up, indemnify or otherwise reimburse any Person for any tax incurred

by such person under Section 4999 of the Code in connection with the Transactions (and all payroll, employment and similar Taxes,

if any, that are required to be paid with respect to the amounts described in this clause (v)), and (vi) all of the premiums and

related costs of the D&O Tail Policy. For the avoidance of doubt, “Transaction Expenses” shall not include (x) the

Assumed Seller Transaction Expenses or (y) any Liabilities expressly assumed by the Buyer pursuant to Section 2.3(c).

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“Transactions”

means (a) the execution and delivery of this Agreement and the other Transaction Documents, (b) the sale of the Purchased Assets

to the Buyer and (c) the other transactions contemplated by this Agreement and the other Transaction Documents.

“Transfer Tax”

has the meaning set forth in Section 7.1.

“Transferred Business”

means the Business, the Purchased Assets and/or the Assumed Liabilities.

“Transferred Employee”

means each Employee who commences employment with the Buyer or an Affiliate of the Buyer immediately following the Closing.

“Transferred Intellectual

Property” means Intellectual Property owned or purported to be owned by the Seller, other than the Excluded Intellectual Property.

“Transferred Subsidiaries”

means the Subsidiaries of the Seller set forth on Schedule II.

“WARN Act”

means the Worker Adjustment and Retraining Notification, 29 U.S.C. 2101 and any similar state, local or foreign Laws, and the regulations

implemented thereto.

“Willful and Material

Breach” means, with respect to any Party, a material breach by such Party of any covenant, agreement or obligation hereunder

that is deliberately undertaken by such Party (or the deliberate failure by such Party to take an act it is required to take hereunder)

with actual knowledge that the taking of (or failure to take) such act would, or would be reasonably likely to, cause a material breach

of this Agreement.

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EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2620768d3_ex99-1.htm · Sequence: 3

Exhibit 99.1

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT

AGREEMENT (this “Agreement”), dated as of July 22, 2026, is entered into by and among Domo, Inc., a

Delaware corporation (the “Company”), the undersigned stockholders (each, a “Covered Stockholder,”

and collectively, the “Covered Stockholders”), and Progress Software Corporation, a Delaware corporation (“Buyer”).

The Company, Covered Stockholders and Buyer are sometimes referred to individually as a “Party” and, collectively,

as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such

terms in the Purchase Agreement (as defined below).

RECITALS

WHEREAS,

substantially concurrently with the execution and delivery of this Agreement, the Company and the Buyer have entered into an Asset Purchase

Agreement, dated as of the date hereof (the “Purchase Agreement”), providing for, among other things, the sale, conveyance,

transfer, assignment and delivery by the Company to the Buyer of the Purchased Assets, and the assumption by the Buyer of the Assumed

Liabilities, upon the terms and subject to the conditions set forth therein (together with the other transactions contemplated by the

Purchase Agreement, the “Transactions”);

WHEREAS,

as of the date hereof, each Covered Stockholder is the record and beneficial owner of the Existing Shares (as defined below) set forth

opposite such Covered Stockholder’s name on Schedule 1; and

WHEREAS,

as a condition and inducement for the Buyer’s willingness to enter into the Purchase Agreement, the Covered Stockholders, in their

capacities as stockholders of the Company, have agreed to enter into this Agreement.

NOW,

THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements contained

herein and in the Purchase Agreement, and intending to be legally bound hereby, the Parties agree as follows:

1.             Written

Consent; Voting.

(a)            Written

Consent. Each Covered Stockholder hereby agrees to execute and deliver to the Company a written consent irrevocably and unconditionally

adopting the Purchase Agreement and approving the Transactions in accordance with Sections 228 and 271 of General Corporation Law of

the State of Delaware (the “DGCL”), in the form attached hereto as Exhibit A (the “Written Consent”),

promptly after, but in any event within one (1) hour of, the execution and delivery of the Purchase Agreement by the Parties thereto.

(b)            No

Revocation or Modification. Following the delivery of the Written Consent, no Covered Stockholder may amend, modify, revoke or withdraw

the Written Consent, or take any action to render the Written Consent ineffective or invalid, in each instance, for any reason, without

the prior written consent of the Buyer.

Inconsistent Actions. During the Term (as defined below), no Covered Stockholder shall take or agree to take any action that would

or would reasonably be expected to frustrate the purposes of, this Agreement.

(d)            Fallback

Vote. Notwithstanding anything to the contrary in this Section 1, if the Written Consent is determined to be invalid,

ineffective or insufficient to constitute the Seller Stockholder Approval, or is revoked by operation of Law, for any reason, then the

each Covered Stockholder shall promptly take all actions reasonably requested by the Buyer to obtain the Seller Stockholder Approval

so long as at such time, the material terms of the Transaction have not changed in any material manner.

2.             No

Transfer or Solicitation.

(a)            No

Transfer; No Conversion. Each Covered Stockholder hereby covenants and agrees that, except as expressly contemplated by this Agreement,

such Covered Stockholder shall not, during the Term, without the prior written consent of the Buyer: (i) Transfer (as defined below)

or consent to any Transfer of any or all of the Covered Shares (other than a Transfer of Covered Shares to a bona fide financial institution

pursuant to a bona fide margin loan, pledge agreement or other similar agreement with such financial institution set forth on Schedule

2 to secure any obligations of such Covered Stockholder or its Affiliates under such financing arrangements, the foreclosure by such

financial institution on pledged Covered Shares, and the subsequent Transfer of such Covered Shares by such financial institution (any

such financing, a “Bona Fide Financing”); (ii) convert, exchange or permit the conversion or exchange of, any

shares of Class A Common Stock into shares of Class B Common Stock (or take any other action that would (x) reduce the

voting power attributable to such Covered Stockholder’s shares of Seller Common Stock or (y) otherwise adversely affect the

validity of the Written Consent); (iii) other than pursuant to a Bona Fide Financing upon the foreclosure by such financial institution,

grant any proxy, power-of-attorney or other authorization or consent or execute any written consent, Contract or other binding agreement

in or with respect to any of the Covered Shares (other than the Written Consent or any proxy, power-of-attorney or other authorization

or consent executed and delivered in accordance with this Agreement), with any such prohibited proxy, power-of-attorney or authorization

purported to be granted by such Covered Stockholder being void ab initio; (iv) deposit any of the Covered Shares into a voting

trust or enter into a voting agreement or arrangement with respect to any of the Covered Shares; or (v) take any action that would

restrict, limit or otherwise adversely affect its legal power, authority or right to vote the Covered Shares or otherwise prevent or

materially impair the performance of its obligations under this Agreement. Any attempted Transfer of Covered Shares or attempt to permit

the conversion of Class A Common Stock into Class B Common Stock, or take any action, in violation of this Section 2(a) shall

be null and void.

(b)            No

Solicitation. Subject to Section 6.10 of the Purchase Agreement, the Covered Stockholder and their respective Affiliates shall

not (i) solicit, or initiate any inquiries or the making of, any Competing Proposal or (ii) participate in any discussions

or negotiations regarding any Competing Proposal.

3.             Additional

Agreements.

(a)            Certain

Events. In the event of (x) any dividend, subdivision, reclassification, recapitalization, split, split-up, distribution, combination,

exchange of shares or similar transaction or other change in the capital structure of the Company affecting the Covered Shares or (y) the

acquisition of Additional Owned Shares (as defined below) by a Covered Stockholder, in either instance, (i) the type and number

of Covered Shares shall be adjusted appropriately to reflect the effect of such occurrence and (ii) this Agreement and the obligations

hereunder shall automatically attach to any additional Covered Shares issued to or acquired by a Covered Stockholder. Any such additional

Covered Shares shall thereafter be deemed Covered Shares for all purposes of this Agreement.

(b)            Commencement

or Participation in Actions. Each Covered Stockholder hereby agrees not to commence, voluntarily participate or knowingly join in,

and to take all actions necessary to opt out of any class in any class action with respect to, any Action with respect to the Transaction,

including, but not limited to, any claim (i) challenging the validity of, or seeking to enjoin the operation of, any provision of

this Agreement or the Purchase Agreement, (ii) alleging a breach of any fiduciary duty of the Company or the Board of Directors

of the Company or its members in connection with the Purchase Agreement or the Transactions or (iii) seeking to exercise any statutory

rights (including under Section 262 of the DGCL) to demand appraisal of any Covered Shares that may arise in connection with the

Transactions.

Owned Shares. Each Covered Stockholder hereby agrees to notify the Buyer promptly in writing of the number and description of any

Additional Owned Shares.

(d)            Disclosure;

Cooperation. Each Covered Stockholder (i) consents to and authorizes the Company and the Buyer to publish and disclose in the

Information Statement, any Current Report on Form 8-K and any other documents required to be filed with the SEC with regard to the

Transactions or any other Governmental Entity in connection with the Transactions, such Covered Stockholder’s identity and ownership

of the Covered Shares and the nature of its commitments, arrangements and understandings under this Agreement, and to file this Agreement

as an exhibit to any such filing if required or otherwise requested by Buyer, and (ii) agrees to promptly give to the Company or

the Buyer any information that the Company or the Buyer may reasonably require for the preparation of any such disclosure documents.

Each Covered Stockholder agrees to promptly notify the Company and the Buyer of any required corrections with respect to any information

supplied by it specifically for use in any such disclosure document, if and to the extent that such information shall become false or

misleading in any material respect.

(e)            No

Agreement as Director or Officer. Notwithstanding anything to the contrary in this Agreement, no Covered Stockholder makes any agreement

or understanding in this Agreement in any capacity as a director or officer of the Company (if such Covered Stockholder or any of its

Affiliates, employees or designees holds such office), and nothing in this Agreement shall be construed to prohibit, limit or restrict

any such Person from exercising such Person’s fiduciary duties as a director or officer of the Company.

(f)             Reliance.

Each Covered Stockholder acknowledges and agrees that the Buyer is entering into the Purchase Agreement in reliance upon such Covered

Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and agreements of such Covered

Stockholder contained herein.

(g)            Waiver

of Appraisal Rights. Each Covered Stockholder hereby waives, and agrees not to assert or perfect, any rights of appraisal or rights

to dissent from the Transactions that such Covered Stockholder may have by virtue of ownership of the Covered Shares, including under

Section 262 of the DGCL.

4.             Representations

and Warranties of the Covered Stockholders. Each Covered Stockholder represents and warrants to the Buyer that, as of the date hereof:

(a)            Title;

Ownership of Shares. Such Covered Stockholder is the sole record and beneficial owner of the Existing Shares. The Existing Shares

constitute all of the Seller Common Stock owned of record or beneficially by such Covered Stockholder on the date hereof. Except as set

forth on Schedule 1 hereto, the Covered Stockholder does not own any options, warrants, convertible securities, rights to acquire

Seller Common Stock or other equity interests in the Company. Such Covered Stockholder has the power to execute and deliver the Written

Consent with respect to all of its Covered Shares, and, except as set forth on Schedule 2 or as contemplated, permitted or required

by this Agreement, (i) none of the Covered Shares are subject to any voting trust or other arrangement with respect to the voting

of the Covered Shares, and (ii) the Covered Shares (and the certificates representing such Covered Shares, if any) are now free

and clear of any and all Liens whatsoever on title, or restrictions on transfer (other than under applicable securities Laws, the Company’s

Organizational Documents and as created by this Agreement).

(b)            Organization

and Qualification. In the case of the Covered Stockholder that is not an individual, such Covered Stockholder is a limited liability

company duly formed, validly existing and in good standing under the Laws of the State of Utah.

Such Covered Stockholder has all necessary power and authority and has taken all action necessary in order to execute and deliver this

Agreement and perform all of such Covered Stockholder’s obligations under this Agreement and consummate the transactions contemplated

hereby, and no other proceedings or actions on the part of such Covered Stockholder or its members or managers or other governing body

or Person are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions

contemplated hereby.

(d)            Due

Execution and Delivery. This Agreement has been duly executed and delivered by such Covered Stockholder and, assuming due authorization,

execution and delivery of this Agreement by the Buyer, constitutes a legal, valid and binding obligation of such Covered Stockholder,

enforceable against such Covered Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance,

moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless

of whether such enforceability is considered in a proceeding at Law or in equity).

(e)            No

Conflicts. Neither the execution and delivery of this Agreement by such Covered Stockholder, nor the performance by such Covered

Stockholders of its obligations hereunder, nor the consummation of the transactions contemplated hereby will (i) conflict with or

violate any provision of the Organizational Documents of a Covered Stockholder, in the case of the Covered Stockholder that is not an

individual, (ii) violate any applicable Law, or (iii) result in any breach of, constitute a default under, or require any consent

under, any Contract binding upon such Covered Stockholder or its properties.

(f)             Consents.

No consent, approval, authorization or filing with any Governmental Entity or any other Person is required in connection with the execution,

delivery and performance of this Agreement by such Covered Stockholder, except for such consents, approvals, authorizations or filings

the failure of which to obtain or make would not adversely affect the ability of such Covered Stockholder to perform its obligations

hereunder.

(g)            Litigation.

There is no Action pending or, to the knowledge of such Covered Stockholder, threatened against such Covered Stockholder that would reasonably

be expected to impair the ability of such Covered Stockholder to perform its obligations under this Agreement.

5.             Representations

and Warranties of the Company. The Company represents and warrants to the Buyer and each Covered Stockholder that, as of the date

hereof:

(a)            Authority.

The Company has all necessary corporate power and authority and has taken all action necessary in order to execute and deliver this Agreement

and perform all of its obligations under this Agreement and consummate the transactions contemplated hereby, and no other proceedings

or actions on the part of the Company or its board of directors or other Person are necessary to authorize the execution, delivery or

performance of this Agreement or the consummation of the transactions contemplated hereby.

(b)            No

Conflict. None of the execution and delivery of this Agreement by the Company, the consummation by the Company of the transactions

contemplated hereby or compliance by the Company with any of the provisions hereof will conflict with or result in a breach, or constitute

a default (with or without notice or lapse of time or both) under, any provision of the Company’s Organizational Documents or any

Contract, Law or Order applicable to the Company.

No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the

part of the Company is required in connection with the valid execution, delivery and performance of this Agreement, other than any filings

required under the Exchange Act in connection with the Information Statement.

(d)            Litigation.

There is no Action pending or, to the knowledge of the Company, threatened against the Company that would reasonably be expected to impair

or adversely affect the Company’s ability to perform its obligations under this Agreement.

(e)            Due

Execution and Delivery. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution

and delivery of this Agreement by the Buyer and the Covered Stockholders, constitutes a legal, valid and binding obligation of the Company,

enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization

or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability

is considered in a proceeding at Law or in equity).

6.             Representations

and Warranties of the Buyer. The Buyer represents and warrants to the Company and each Covered Stockholder that, as of the date hereof:

(a)            Organization

and Qualification. The Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of

Delaware.

(b)            Authority.

The Buyer has the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to

perform its obligations hereunder and to consummate the transactions contemplated hereby, and no other proceedings or actions on the

part of the Buyer or its board of directors or other Person are necessary to authorize the execution, delivery or performance of this

Agreement or the consummation of the transactions contemplated hereby.

Conflict. None of the execution and delivery of this Agreement by the Buyer, the consummation by the Buyer of the transactions contemplated

hereby or compliance by the Buyer with any of the provisions hereof will conflict with or result in a breach, or constitute a default

(with or without notice or lapse of time or both) under, any provision of the Buyer’s Organizational Documents or any Contract,

Law or Order applicable to the Buyer.

(d)            Consents.

No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the

part of the Buyer is required in connection with the valid execution, delivery and performance of this Agreement.

(e)            Due

Execution and Delivery. This Agreement has been duly executed and delivered by the Buyer, constitutes a legal, valid and binding

obligation of the Buyer, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance,

moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless

of whether such enforceability is considered in a proceeding at Law or in equity).

7.             Termination.

(a)            Term.

The term (the “Term”) of this Agreement shall commence on the date hereof and shall immediately terminate upon the

earliest of, without the need for any further action by any Person: (i) the mutual written agreement of the Parties; (ii) the

consummation of the Closing; (iii) the valid termination of the Purchase Agreement in accordance with its terms; (iv) any amendment

to any of the material terms of the Purchase Agreement effected without each Covered Stockholder’s prior written consent; and (v) a

Change in Recommendation by the Board of Directors of the Company prior to the delivery of the Written Consent to Buyer.

(b)            Survival

of Certain Provisions.

(i)            Section 3(d),

this Section 7 and Section 8 shall survive any termination of this Agreement.

(ii)           Notwithstanding

anything to the contrary herein, no termination of this Agreement shall relieve any Party from any liability for any breach of this Agreement

occurring prior to such termination.

8.             Miscellaneous.

(a)            Notices.

All notices, requests and other communications to any Party under, or otherwise in connection with, this Agreement shall be in writing

and shall be deemed to have been duly given (i) when delivered, if delivered in person; (ii) when transmitted, if transmitted

by electronic mail (“e-mail”), except that, if such e-mail is transmitted after 5:00 p.m. local time at the place

of receipt on a Business Day, or on a day that is not a Business Day, such notice shall be deemed to have been duly given on the next

Business Day (provided no “bounce back” or other notice of non-delivery is received by the sender); or (iii) one (1) Business

Day after deposit with a national overnight courier providing proof of delivery, in each case addressed as follows:

if to the Buyer, to:

Progress Software Corporation

15 Wayside Road, Suite 400

Burlington, Massachusetts 01803

Attention: YuFan

Stephanie Wang

E-mail: [***]

with a copy (which will not constitute

notice) to:

DLA Piper LLP (US)

1251 Avenue of the Americas,

27th Floor

New York, NY 10020

Attention: Jon

Venick

Email: jon.venick@us.dlapiper.com

if to the Company, to:

Domo, Inc.

802 East 1050 South

American Fork, UT 84003

Attention: Alexis

Coll

E-mail: [***]

with a copy (which will not constitute

notice) to:

Goodwin Procter LLP

620 Eighth Avenue

New York, NY 10018

Attention: Joshua

M. Zachariah

Richard E. Schwartz

Jean A. Lee

E-mail: jzachariah@goodwinlaw.com

richardschwartz@goodwinlaw.com

jeanlee@goodwinlaw.com

if to any Covered Stockholder, to:

Joshua James

5513 W 11000 N, #301

Highland, UT 84003

E-mail: [***]

with a copy (which will not constitute

notice) to:

Morris, Nichols, Arsht &

Tunnell LLP

1201 North Market Street

P.O. Box 1347

Wilmington, DE 19899

Attention: Kyle

Pinder

E-mail: kpinder@morrisnichols.com

Any Party may change its address for the purpose

of this Section 8(a) by giving the other Parties written notice of its new address in the manner set forth above.

(b)            Interpretation.

(i)            When

a reference is made in this Agreement to Sections, Exhibits or Schedules, such reference will be to a Section of, or Exhibit or

Schedule to, this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and

will not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes”

or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.”

The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words

of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement.

All references to “$” or dollar amounts will be to the lawful currency of the United States. References to “days”

shall mean calendar days unless expressly stated to be Business Days. Any reference in this Agreement to a date or time shall be deemed

to be such date or time in New York, New York, unless otherwise specified. Unless the context otherwise requires, (A) “or”

is disjunctive but not necessarily exclusive, (B) words in the singular include the plural and vice versa, and (C) the use

in this Agreement of a pronoun in reference to a Party hereto includes the masculine, feminine or neuter, as the context may require.

(ii)           The

Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent

or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof

will arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

(d)            Counterparts.

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures

thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party hereto shall have received counterparts

hereof signed by all of the other Parties hereto.

(e)            Entire

Agreement; Third Party Beneficiaries. This Agreement (including the schedules and exhibits referred to in this Agreement) (i) constitutes

the entire agreement and supersedes and cancels all prior and contemporaneous agreements and understandings, both written and oral, express

or implied, among the Parties with respect to the subject matter of this Agreement and (ii) is not intended to, and does not, confer

upon any Person any rights or remedies hereunder other than the Parties and their respective successors and permitted assigns.

(f)             Amendment;

Waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed

(i) in the case of an amendment, by the Buyer, the Company and each Covered Stockholder; provided, however, that,

after delivery of the Written Consent, no amendment may be made to this Agreement that, by Law, would require the further approval or

consent of the Company’s stockholders without obtaining such further approval or consent, and (ii) in the case of a waiver,

by the Party against whom the waiver is to be effective. No failure or delay by any Party in exercising any right, power or privilege

hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise

thereof or the exercise of any other right, power or privilege.

(g)            Governing

Law; Venue; Waiver of Jury Trial. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware,

without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction)

that would cause the application of the laws of any jurisdiction other than the State of Delaware. EACH PARTY IRREVOCABLY SUBMITS TO

THE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR, IF THE COURT OF CHANCERY OF THE STATE OF DELAWARE DETERMINES

THAT IT DOES NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH MATTER, THE SUPERIOR COURT OF THE STATE OF DELAWARE OR THE FEDERAL COURTS

OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE, IN CONNECTION WITH ANY DISPUTE THAT ARISES OUT OF OR RELATES TO

THIS AGREEMENT OR THE TRANSACTIONS, AND HEREBY WAIVES, AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING ARISING

OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS THAT IT IS NOT SUBJECT PERSONALLY TO JURISDICTION IN THE ABOVE NAMED COURTS

OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS, THAT VENUE THEREOF MAY NOT

BE APPROPRIATE, OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, OR THAT THE ACTION, SUIT OR PROCEEDING WAS BROUGHT

IN AN INCONVENIENT FORUM, AND EACH PARTY IRREVOCABLY AGREES THAT SUCH PARTY WILL NOT BRING ANY SUCH ACTION IN ANY COURT OTHER THAN THE

COURTS DESCRIBED ABOVE. EACH PARTY AGREES THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION, SUIT OR PROCEEDING

IN THE MANNER PROVIDED IN SECTION 8(a) OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT

SERVICE THEREOF, AND EACH PARTY WAIVES ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE NAMED COURTS FOR

ANY REASON OTHER THAN THE FAILURE TO SERVE IN ACCORDANCE WITH THIS SECTION 8(g). EACH PARTY ACKNOWLEDGES AND AGREES THAT

ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH

SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING

OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO

ENTER THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 8(g).

(h)            Affiliate

Liability. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to

this Agreement or the transactions contemplated by this Agreement may only be brought against, the Parties and then only with respect

to the specific obligations set forth herein with respect to such Party. No past, present or future director, officer, employee, member,

manager, partner, Affiliate, agent or other Representative of any Party (each a, “Related Party”) shall have any personal

liability or personal obligation to any other Party of any nature whatsoever in connection with or under this Agreement or the Transactions,

including with respect to any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities

of or made under this Agreement or in respect of any oral representations made or alleged to have been made in connection herewith and

each Party hereby waives and releases all claims of any such liability and obligation against the foregoing Persons of each other Party;

provided, however, that nothing in this Section 8(h) shall limit, waive or release the liability of (x) any

Covered Stockholder or the Buyer for their respective obligations under this Agreement or (y) any Person for Fraud concerning the

Purchase Agreement. Each Party acknowledges and agrees that none of the Parties, nor their respective Related Parties, has made, and

that such acknowledging Party has not relied upon, any representation related to the matters contemplated by this Agreement, except as

set forth in ‎Section 4, Section 5 or Section 6 hereof, as applicable.

(i)             Assignment.

Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned by any of the Parties hereto (whether

by operation of Law or otherwise) without the prior written consent of the other Parties, except that the Buyer may assign or transfer

its rights, but not its obligations, under this Agreement, in whole or in part, to any Affiliate of the Buyer; provided that no

assignment by Buyer under this Section 8(i) shall relieve Buyer of its obligations under this Agreement. Any attempt

to assign in violation of the foregoing will be null and void. Subject to the preceding sentence, this Agreement will be binding upon,

inure to the benefit of and be enforceable by the Parties hereto and their respective permitted successors and assigns.

(j)             Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to

be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain

in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the Transactions

is not affected in any manner materially adverse to any Party. Upon such a determination, the Parties shall negotiate in good faith to

modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order

that the Transactions be consummated as originally contemplated to the greatest extent possible.

(k)            No

Ownership Interest. Nothing contained in this Agreement shall be deemed, upon execution, to vest in Buyer any direct or indirect

ownership or incidence of ownership of or with respect to any Covered Shares. All rights, ownership and economic benefits of and relating

to the Covered Shares shall remain vested in and belong to the applicable Covered Stockholder, and Buyer shall have no authority to manage,

direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power

or authority to direct the Covered Stockholders in the voting of any of the Covered Shares.

(l)             Certain

Definitions. For the purposes of this Agreement, capitalized terms used and not otherwise defined herein shall have the respective

meanings ascribed to them in the Purchase Agreement. Certain other terms have the meanings ascribed to them below or elsewhere in this

Agreement.

(i)            “Additional

Owned Shares” means all shares of Seller Common Stock that are owned of record and beneficially by a Covered Stockholder and

acquired after the date hereof.

(ii)           “Affiliate”

has the meaning set forth in the Purchase Agreement; provided, however, that for purposes of this Agreement, none of the

Company or its Subsidiaries (or any of their respective officers or directors) shall constitute an Affiliate of the Covered Stockholders.

(iii)          “beneficial

ownership” (and related terms such as “beneficially owned” or “beneficial owner”) has the meaning set

forth in Rule 13d-3 under the Exchange Act.

(iv)          “Covered

Shares” means the Existing Shares and Additional Owned Shares.

(v)           “Existing

Shares” means the shares of Seller Common Stock that are beneficially owned by a Covered Stockholder as of the date hereof,

as set forth on Schedule 1 hereto.

(vi)          “Transfer”

means, with respect to a Covered Share, the transfer, pledge, hypothecation, encumbrance, assignment or other disposition (whether by

sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of such Covered Share or the beneficial ownership

thereof, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a verb, “Transfer”

shall have a correlative meaning.

(m)           Remedies.

The Parties agree that irreparable damage, for which monetary damages, even if available, would not be an adequate remedy, would occur

in the event that any provision of this Agreement were not performed in accordance with its specified terms or were otherwise breached.

Accordingly, the Parties acknowledge and agree that (i) each Party shall be entitled to an injunction or injunctions, specific performance

or other equitable relief, without proof of damages, to prevent breaches of this Agreement and to enforce specifically the terms and

provisions of this Agreement in the courts described in Section 8(g), in addition to any other remedy to which such Party

is entitled at law or in equity, and (ii) the right of specific performance is an integral part of the Transactions and, without

that right, none of the Buyer or any Covered Stockholder would have entered into this Agreement. Each Party agrees that it will not oppose

the granting of an injunction, specific performance or other equitable relief on the basis that the other Party has an adequate remedy

at law or that any such remedy is not an appropriate remedy for any reason at Law or in equity. Each Party further acknowledges and agrees

that the obligations contained herein are material and that any breach thereof would result in irreparable harm to the other Parties.

No Party shall be required to provide any bond or other security in connection with any such order or injunction.

(n)            Electronic

Signatures. A signature page to this Agreement, the agreements referred to herein, and each other agreement or instrument entered

into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, that contains a copy

of a Party’s signature and that is sent by such Party or its agent with the apparent intention (as reasonably evidenced by the

actions of such Party or its agent) that it constitute such Party’s execution and delivery of this Agreement or any such other

document, including a document sent by means of electronic transmission in portable document format (“pdf”), will be treated

in all manner and respects as an original agreement or instrument and will be considered to have the same binding legal effect as if

it were the original signed version thereof delivered in person. No Party hereto or to any such agreement or instrument will raise the

use of electronic transmission in pdf to deliver a signature or the fact that any signature or agreement or instrument was transmitted

or communicated through the use of electronic transmission in pdf as a defense to the formation or enforceability of a contract and each

such Party forever waives any such defense.

[SIGNATURES ON FOLLOWING PAGES.]

IN WITNESS WHEREOF, the Parties

have caused this Agreement to be duly executed as of the day and year first above written.

COVERED STOCKHOLDERS:

COCOLALLA, LLC

By:

/s/ Joshua G. James

Name: Joshua G. James

Title: Managing Director

/s/ Joshua G. James

Joshua G. James

COMPANY:

DOMO, INC.

By:

/s/ Joshua G. James

Name: Joshua G. James

Title: Founder and Chief Executive Officer

BUYER:

PROGRESS SOFTWARE CORPORATION

By:

/s/ Yogesh Gupta

Name: Yogesh Gupta

Title: Chief Executive Officer

Signature Page to Voting

and Support Agreement

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2620768d3_ex99-2.htm · Sequence: 4

Exhibit 99.2

Domo

Announces Agreement to Sell Substantially All Assets and Certain Liabilities to Progress Software for $400 Million

Domo

to remain a publicly-listed corporation, under a new name and ticker, preserving more than $900 million of net operating loss carryforwards

and certain retained assets

Progress Software Corporation to acquire and operate Domo’s

AI and data platform

Domo’s Board of Directors unanimously approves transaction

following a thorough strategic alternatives review process

SILICON SLOPES, Utah — July 22, 2026 — Domo, Inc.

(NASDAQ: DOMO) (“Domo” or the “Company”) today announced that its Board of Directors has unanimously approved

a definitive agreement under which Progress Software Corporation (NASDAQ: PRGS) (“Progress”) will acquire substantially all

of the assets and employees, excluding the Company’s net operating loss (“NOL”) carryforwards, and assume certain liabilities

of the Company for $400 million in cash, subject to customary purchase price adjustments. At the closing of the transaction, the Company

will have net cash of approximately $246 million, or $4.84 per share, representing an 81% premium to the 30-day volume weighted average

price, as well as more than $900 million of NOL carryforwards.

Following the closing of the transaction, Domo’s operating business

and platform will become part of Progress. Progress expects to continue serving Domo customers and supporting the Domo technology platform,

while bringing additional scale, resources, and enterprise software expertise to its ongoing development. Until the transaction closes,

Domo and Progress will continue to operate as separate companies, and Domo will continue to serve customers and operate in the ordinary

course of business.

After the closing of the transaction, Domo, Inc., the Delaware

holding company, will change its name and ticker and remain a separate publicly-listed entity with limited operating expenses and a debt-free

balance sheet. The Board intends to use the proceeds from the transaction to identify opportunities to monetize its NOLs. It will consider

potential transactions where the company can employ its expertise in AI and automation to enhance profitability as well as options to

return capital to shareholders. The Company will continue to be led by Founder and Chief Executive Officer Josh James and its Board of

Directors.

“After a comprehensive review of strategic alternatives, with

the assistance of our outside financial and legal advisors, the Board determined that the proposed sale of Domo’s business to Progress

represents the best path forward for Domo’s stockholders,” said Carine Clark, Chair of Domo’s Board of Directors. “This

transaction is designed to deliver value for stockholders while preserving Domo’s significant tax attributes and providing the Domo

platform with resources and scale for its next chapter with Progress.”

“Domo has always been about helping organizations put data to

work in ways that create real business value,” said Josh James, Founder and CEO of the Company. “I am deeply grateful to the

employees who built this company, supported our customers, and kept pushing the platform forward through every stage of our journey. Their

work created the opportunity that brought us to this moment. I believe Progress can provide a strong, long-term home for Domo’s

business and help extend the impact of what our team has built.”

“Domo’s technology brings together data integration, governed

analytics, automation, and AI-powered data products in a way that helps customers move faster with trusted data,” said Yogesh Gupta,

President and CEO of Progress Software. “Progress’ entire product portfolio is about delivering context and control for reliable,

secure, and cost-effective AI and this acquisition will further strengthen our ability to do so.”

Transaction Details

Under the terms of the definitive agreement, Progress will acquire

substantially all of the assets and assume certain liabilities of Domo, Inc., including its operating business, technology platform,

customer contracts, employees, intellectual property, vendor relationships, foreign subsidiaries, and other assets and obligations related

to the business. Mr. James, as the Company’s controlling shareholder, executed an irrevocable consent providing shareholder

approval of the transaction.

At closing of the transaction, Domo will pay off its existing credit

facility in full.

The transaction is expected to close prior to the end of the fiscal

year for Progress (November 30, 2026), subject to the receipt of required regulatory approvals and other customary closing conditions.

The transaction is not subject to a financing condition.

Tax Benefits Preservation Plan

In connection with the transaction, Domo has adopted a tax benefits

preservation plan designed to protect the Company’s ability to use its net operating loss carryforwards of more than $900 million

and certain other tax attributes. The plan is intended to reduce the likelihood of an “ownership change” under Section 382

of the Internal Revenue Code, which, if unsuccessful, could substantially limit the Company’s ability to use its tax attributes.

Advisors

Jefferies LLC is serving as the exclusive financial advisor to Domo,

and Goodwin Procter LLP is serving as legal counsel. Citi is serving as the exclusive financial advisor for Progress on this transaction,

and DLA Piper LLP (US) is serving as its legal counsel.

About Domo

Domo is an AI and Data Products platform that helps companies of all

sizes leverage data and AI to drive value in today’s data-driven world. Built around our customers’ preferred data foundation,

powered by our award-winning Domo.AI solution, and enriched with our partner ecosystem, the Domo platform enables users to prepare, visualize,

automate, distribute, and build end-to-end data products that provide solutions across the entire data journey. From hydrating your data

foundation, to building fully embedded applications that can be shared with your employees and customers, to deploying AI models across

a variety of providers, Domo gives users the ability to build data products that generate measurable value for the business.

For more information, visit www.domo.com. You can also follow

Domo on LinkedIn, X, and Facebook.

About Progress Software

Progress Software (Nasdaq: PRGS) provides the context and control

organizations need to reliably extract value from AI — context drawn from an organization's data, content and workflows,

and control over the security, governance and cost of their AI initiatives. Learn how hundreds of thousands of businesses,

powering the work of tens of millions of professionals worldwide, realize value from trusted, enterprise-ready AI at www.progress.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning

of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities

Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements of our CEO, Chair, and others,

statements regarding competitive positions, statements regarding our tax attributes, tax benefits preservation plan, assets, net cash,

debt, operating expenses, profitability, future plans and strategies, leadership, opportunities and alternatives for the use of proceeds

and retained assets, return of capital to stockholders, and statements regarding the timing and outcomes of the transaction. Forward-looking

statements are subject to risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results

to differ materially from those expected or implied by the forward-looking statements. Actual results may differ materially from the results

predicted, and reported results should not be considered as an indication of future performance. The potential risks and uncertainties

that could cause actual results to differ from the results predicted include, among others, those risks and uncertainties included under

the caption "Risk Factors" and elsewhere in our filings with the SEC, including, without limitation, the Annual Report

on Form 10-K filed with the SEC on April 16, 2026 and subsequent filings with the SEC. All information provided in this release

and in the attachments is as of the date hereof, and we undertake no duty to update this information unless required by law.

Important Information for Stockholders

Domo will prepare an information statement on Schedule 14C for its

stockholders with respect to the approval of the transaction described herein. When completed, the information statement will be mailed

to Domo’s stockholders of record as of July 22, 2026. Domo may be filing other documents with the SEC as well. Stockholders

will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Domo through

the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Domo will be available

free of charge on Domo’s internet website at https://domoinvestors.com or by contacting Domo’s Investor Relations

by phone at (801) 899-1000.

###

Media

Contacts:

Domo

Contact

Cory Edwards

VP Corporate Communications

PR@domo.com

Investor Contact

Cameron Janke

VP Finance

IR@domo.com

Domo is a registered trademark of Domo, Inc. Any other names

contained herein may be trademarks of their respective owners.

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