Exhibit 2.1

Execution Version

Portions of this exhibit have been omitted and filed separately with the Secretary of the Securities and Exchange Commission (the “Commission”) pursuant to an application for confidential treatment filed with the Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.  Such portions are marked as indicated below.

DATED      november 27, 2018

THE PERSONS WHOSE NAMES AND ADDRESSES ARE SET OUT IN COLUMN 1 OF SCHEDULE 1 PART 1

MAJESCO

SHARE PURCHASE AGREEMENT

MATHESON

70 Sir John Rogerson’s Quay

Dublin 2

Ireland

Tel + 353 1 232 2000

Fax + 353 1 232 3333

45471146.2

CONTENTS

AGREED FORM DOCUMENTS

Tax Deed

Service Agreements

Employee Shareholders’ Exit Documents

Termination Agreement

Constitution

Family Resignation Letters

Revised Lease Agreement

THIS AGREEMENT is made on         November 27, 2018

BETWEEN

WHEREAS :

NOW IT IS HEREBY AGREED as follows:

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

“ 2017 Accounts ” means, in respect of each Group Company, its audited balance sheet as at the 2017 Accounts Date and its audited profit and loss account for the accounting period ended on the 2017 Accounts Date and all notes thereto and the directors’ report and auditors’ report thereon and all other documents and statements annexed thereto, copies of which are annexed as Annex B;

“ 2017 Accounts Date ” means 31 December 2017;

“ 2018 Accounts ” means, in respect of each Group Company, its audited balance sheet as at the 2018 Accounts Date and its audited profit and loss account for the accounting period ended on the 2018 Accounts Date and all notes thereto and the directors’ report and auditors’ report thereon and all other documents and statements annexed thereto, copies of which are annexed as Annex A;

“ 2018 Accounts Date ” means 30 September 2018;

“ Adjusted EBITDA Statement ” has the meaning given to it in Schedule 5 ( Deferred Consideration) ;

“ Accounting Standards ” means accounting principles, standards and practices generally accepted in Ireland at the date of this Agreement consistently applied having regard to the preparation of the 2017 Accounts and 2018 Accounts;

“ Anti-Corruption Law ” means any, statute, delegated legislation, EC regulation or directive, legally binding code of conduct or code of practice or other rule of law (including common law) which regulates or prohibits bribery or corruption including (without limitation) the Prevention of Corruption Acts 1889 to 2010 of Ireland, the Bribery Act 2010 of the United Kingdom and the Foreign Corrupt Practices Act 1977 of the United States;

“ A Ordinary Shares ” means the A ordinary shares of EUR 0.1269738 each in the capital of the Company;

“ Bad Leaver ” means a Key Employee who ceases to be an employee of the Subsidiary prior to the end of the Third Earn-Out Period and is not a Good Leaver;

“ Business ” means the business of the Group as carried on at Stage 1 Completion;

“ Business Day ” means a day (other than a Saturday or Sunday) on which clearing banks are generally open for business in Ireland;

“ Claim ” means a claim against the Sellers and/or the Warrantors under this Agreement and / or under the Tax Deed and / or under the Deed of Confirmation;

“ Companies Act ” means the Companies Act 2014 and all orders, statutory instruments and regulations made thereunder and intended to be construed as one with the Companies Act 2014;

“ Company ” has the meaning set out in Recital A;

“ Company Products ” shall mean the products and services comprising each Group Company’s entire line of products and services, including (1) all versions of the products used by the Business and (2) all other products and services including, without limitation, other cloud-based and subscription-based products, and products and services of each Group Company developed (or being developed as of the date of this Agreement), marketed, delivered, distributed, or otherwise made commercially available by or on behalf of each Group Company, in each case, including any plug-ins, add-ons, and extensions;

“ Competition Act ” means the Competition Act 2002, as amended from time to time;

“ Computer Systems ” means the Hardware and the Software;

“ Confidential Information ” means all information used in or otherwise lawfully relating to the organisation, business, personnel, suppliers, customers, financial, taxation or other affairs of the Group, including but not limited to, information relating to:

which has not been released by the Group into, or is not otherwise lawfully available in, the public domain and of which the Sellers have not otherwise been made lawfully aware by a third party;

“ Connected Person ” in relation to a person means any person who is connected with that person by virtue of section 10 of the TCA;

“ Consideration ” means the total purchase consideration specified in clause 3 ( Consideration) as being payable for the Shares by the Purchaser;

“ Constitution ” means the agreed form Constitution of the Company to be adopted at Stage 1 Completion;

“ Contaminant ” includes any material, substance, chemical, gas, liquid, waste, effluent, pollutant or contaminant which, whether on its own or admixed with another, is identified or defined in or regulated by or pursuant to any Environmental Laws or which upon release into the Environment presents a danger to the Environment or to the health or safety or welfare of any person;

“ Convertible Preferred Shares ” means the convertible preferred shares of EUR 0.1269738 each in the capital of the Company;

“ Copyrights ” means copyrights, registrations and applications therefor and all other rights corresponding thereto throughout the world, including rights in computer programs (whether registered or unregistered);

“ Corporate Intellectual Property ” means all Intellectual Property which is owned by any Group Company and/or used in connection with the Business;

“ Data Protection Acts ” means (i) the Irish Data Protection Acts 1988 to 2018 (and any successor or replacement to that legislation in Ireland); (ii) the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011, (and any successor or replacement to that legislation in Ireland) (the “ 2011 Regulations ”); (iii) the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016) (the “ GDPR ”) and any consequential data protection legislation implementing or complementing the GDPR in Ireland; and (iv) any guidance and/or codes of practice issued by the Irish Data Protection Commissioner or other relevant supervisory authority, including without limitation the European Data Protection Board, in each case as amended, supplemented or replaced from time to time;

“ Data Protection Commissioner ” means the person referred to in section 9 of the Data Protection Acts;

“ Data Protection Laws ” means (i) the Data Protection Acts, (ii) the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016) (“GDPR”) and any implementing national data protection legislation, (iii) any guidance and/or codes of practice issued by the Data Protection Commissioner or other relevant supervisory authority, including the European Data Protection Board from 25 May 2018, and (iv) any and all similar laws and statutes enacted in any country or region of the world applicable to the Business or to any Group Company;

“ Date Compliant ” (and like expressions) shall mean that neither the performance nor functionality of any Software (including, but not limited to calculating, comparing, and sequencing) is or will be affected or interrupted by dates or times and, in particular, that the relevant Computer System (including all interfaces) is capable of processing, calculating and manipulating all date and time formats correctly and accurately;

“ Deed of Confirmation ” means the deed of confirmation provided by Norman Carroll and Philip Naughton in relation to the sale of shares in the Company by the Employee Shareholders;

“ Deferred Consideration ” means the deferred consideration (if any) calculated in accordance with the provisions of Part 1 of Schedule 5 ( Deferred Consideration ) and payable, if applicable, in accordance with clause 4.4.2;

“ Designated Employees ” means the Key Employees and each of Ian Dornan, Ann Marie Barcoe, Ben Reardon, Ricardo Bicho and Paul Hendrick;

“ Development ” means development within the meaning of section 3 of the Planning and Development Act 2000 (as amended);

“ Director of Corporate Enforcement ” means the office specified in section 2(1) of the Companies Act and defined therein as “Director”;

“ Directors ” means the several persons, being all the directors of each Group Company at the date hereof, whose names and addresses are set out as such in Schedule 3;

“ Directors’ Loans ” means (i) the loan in the amount of €55,915, advanced by the Subsidiary to Norman Carroll and (ii) the loan of €34,155 advanced by the Subsidiary to Philip Naughton;

“ Disclosed ” means fairly disclosed in the Disclosure Letter, in a manner and in such detail as to enable a reasonable purchaser to make an informed and proper assessment of the nature and scope of the matter disclosed;

“ Disclosure Letter ” means the letter of today’s date from the Warrantors to the Purchaser disclosing certain exceptions to the Warranties;

“ Distance Contract ” has the meaning set out in Regulation 2(1) of the European Communities (Consumer Information, Cancellation and other Rights) Regulations 2013;

“ Distance Contract Regulations ” means the European Communities (Consumer Information, Cancellation and other Rights) Regulations 2013 and / or the European Communities (Distance Marketing of Consumer Financial Services) Regulations 2004 as amended by the European Communities (Distance Marketing of Consumer Financial Services) (Amendment) Regulations 2005, as appropriate;

“ Due Amount ” means the amount (if any) due for payment by the Sellers and/or Warrantors, as the case may be, to the Purchaser in respect of a Resolved Claim;

“ Earn-Out Accounts ” has the meaning given to it in Part 1 of Schedule 5 ( Deferred Consideration );

“ Earn-Out Period ” has the meaning given to it in Part 1 of Schedule 5;

“ EI ” means Enterprise Ireland;

“ EI Letter ” means the letter from EI to the Subsidiary dated 26 September 2018 in relation to the Transaction;

“ Employee Shareholders ” means the persons whose names are set out in column 1 of Schedule 1 Part 2;

“ Employee Shareholders Exit Documents ” means the agreed form documents relating to the transfer of the Ordinary Shares in the Company by the Employee Shareholders to the Purchaser including the Deed of Confirmation;

“ Encumbrance ” means:

“ Environment ” includes (a) any and all buildings, structures, fixtures, fittings, appurtenances, pipes, conduits, valves, tanks, vessels and containers whether above or below ground level, and (b) ambient air, land surface, sub-surface strata, soil, surface water, ground water, river sediment, marshes, wet lands, flora and fauna;

“ Environmental Laws ” means (a) the common law and (b) all laws, by-laws, statutes, regulations, rules, orders, instruments, decrees, directives, decisions, injunctions, rulings and judgements of any government, local government, international, supranational, executive, administrative, judicial or regulatory authority or agency whether of Ireland, the European Union or elsewhere and all approved codes of practice (whether voluntary or compulsory) relating to the protection of the Environment or of human health or safety or welfare or to the manufacture, formulation, processing, treatment, storage, containment, labelling, handling, transportation, distribution, recycling, reuse, release, disposal, removal, remediation, abatement or clean-up of any Contaminant;

“ Environmental Licence ” means any permit, licence, approval, permission, consent or authorisation required by or pursuant to any applicable Environmental Laws;

“ Environmental Release ” means the spilling, leaking, pumping, pouring, emitting, releasing, emptying, discharging, injecting, escaping, leaching, dumping, leaving, discarding or disposing of any Contaminant into or upon the Environment;

“ ESOP ” means the Majesco 2015 Equity Incentive Plan, as amended;

“ ESOP Issuance ” means the grant of options to purchase €1,000,000 worth of shares of Purchaser common stock, par value $0.002 per share (the “ Common Stock ”), to Norman Carroll and Philip Naughton pursuant to the ESOP. The actual amount of shares to be issued will be based on the average closing price of the Common Stock on the NYSE American over the 30 trading day period ending on the 2nd Business Day immediately prior to the Stage 1 Completion Date;

“ euro ” and “ EUR ” mean the lawful currency of Ireland;

“ European Economic Area ” means the EU Member States together with Iceland, Liechtenstein and Norway;

“ Facilities ” means all overdrafts (to include limits thereon), loans, loan stock, debentures, acceptance credits or other financial facilities outstanding or available to each Group Company;

“ Family Resignation Letters ” has the meaning given to it at clause 4.1.20;

“ First Deferred Consideration Amount ” has the meaning given to it in Schedule 5 ( Deferred Consideration) ;

“ First Earn-Out Period ” has the meaning given to it in Schedule 5 ( Deferred Consideration) ;

“ Fundamental Representations ” means any claims in relation to the following:

“ General Warranties ” means the warranties set out in Part 2 of Schedule 2;

“ Good Leaver ” means a Key Employee who ceases to be an employee of the Subsidiary prior to the end of the Third Earn-Out Period:

“ Group ” means the Company and the Subsidiary and each one a “ Group Company ”;

“ Hardware ” means any computer equipment used by or for the benefit of any Group Company at any time including, without limitation, communication systems, infrastructure and networks and components or elements of the foregoing such as firmware, screens, terminals, keyboards, disks and cabling and other peripheral and associated electronic equipment but excluding all Software;

“ Inbound Licences ” has the meaning set out in paragraph 12.2.7 of Part 2 of Schedule 2;

“ Intellectual Property ” means any and all patents, registered trademarks, registered designs, applications for any of the foregoing, trade and business names, unregistered trademarks, logos, know-how, trade secrets, copyrights, rights in designs, inventions, rights under licences and consents in relation to any such rights, and rights of the same or similar effect or nature, together with all goodwill attaching or relating thereto, in any part of the world (whether or not capable of protection by registration);

“ Intellectual Property Rights ” means any and all trademarks, service marks, rights in get up, trade names, business names and domain names, rights in goodwill (including rights to sue for past, present and future infringements), rights in designs (whether registered or unregistered), copyright and related rights (including rights in computer programs), database rights, semi-conductor topography rights, patents, utility models, Know-How, rights in inventions, discoveries and improvements, Confidential Information and all applications to register and rights to apply for registration of any of the foregoing rights together with all other rights of a similar or corresponding character which now, or in the future, may subsist in any part of the world; “ IP Contracts ” has the meaning set out in paragraph 12.2.9 of Part 2 of Schedule 2;

“ Key Employees ” means Norman Carroll and Phillip Naughton;

“ Know-How ” means all information, methods and techniques used by any Group Company that is necessary for understanding and operating the processes employed, products made and services provided by any Group Company and includes, without limitation, all instruction manuals, formulae, specifications, test results, process and product descriptions, market forecasts, and customer and supplier particulars;

“ Lease ” means the lease agreement in respect of the Property dated 14 October 2004 entered into between Norman Carroll, Philip Naughton and Luc Hemercyk (t/a the Sandford Business Co-ownership) and Exaxe Consulting Limited (as amended);

“ Mask Works ” means mask works, mask work registrations and applications therefor, and all other rights corresponding thereto throughout the world;

“ Notified Claim ” means a Claim that is notified by the Purchaser to the Sellers and/or Warrantors, as the case may be, in accordance with clause 6.3;

“Open Source Software ” means software that is used in a service offered by any Group Company to its customers or distributed as “open source software” or under a similar licencing or distribution model;

“ Ordinary Shares ” means the Ordinary Shares of EUR 0.1269738 in the capital of the Company;

“ Outstanding Claim ” means a Notified Claim that, as at the due date for payment of any of the Deferred Consideration, is not a Resolved Claim;

“ Padsamaz ” means Padsamaz Limited, a private limited company incorporated in Ireland (registration number 468026) having it registered office at Frankfort Building, Dundrum Road, Dublin 14, D14RX27 (being one of the Sellers);

“ Parties ” means the parties to this Agreement from time to time and “ Party ” shall be construed accordingly;

“ Patents ” means all patents and utility models and applications therefor and all reissues, divisionals, re-examinations, renewals, extensions, provisionals, continuations and continuations-in-part thereof, and equivalent or similar rights anywhere in the world in inventions, improvements, and discoveries including without limitation invention and patent applications in preparation;

“ Personal Data ” has the same meaning as in the Data Protection Acts;

“ Personally Identifiable Information ” shall mean any information that alone or in combination with other information held by any Group Company can be used to specifically identify a natural person;

“ Planning Acts ” means the Local Government (Planning and Development) Acts 1963 to 1999 and the Planning and Development Acts 2000 to 2015, to include where the context so admits or requires the Building Control Acts 1990 to 2014 and the Safety, Health and Welfare at Work Acts 2005 to 2014, and includes all regulations made pursuant to such Acts;

“ Proceedings ” has the meaning given thereto in clause 10.14.2;

“ Property ” means the property of the Group, particulars of which are set out in a 0;

" Proprietary Corporate Intellectual Property " means any Corporate Intellectual Property owned or purported to be owned by any Group Company;

“ PRSA ” means personal retirement saving account;

“ PRSA Arrangements ” means the PRSA arrangements put in place by the Company from time to time;

“ Purchaser Group ” means the Purchaser and any subsidiary, any holding company, or any subsidiary of any holding company of the Purchaser (each as defined in sections 7 and 8 of the Companies Act) including, after Stage 1 Completion, each Group Company;

“ Purchaser’s Solicitors ” means Matheson, 70 Sir John Rogerson’s Quay, Dublin 2;

“ Registered Intellectual Property ” shall mean all: (A) Patents, including applications therefor; (B) registered Trademarks, applications to register Trademarks, including intent-to-use applications, or other registrations or applications related to Trademarks; (C) Copyright registrations and applications to register Copyrights; (D) registered Mask Works and applications to register Mask Works; and (E) Trademarks and applications therefor, (F) any other Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued by, filed with, recorded by, or perfected with any governmental entity or other public or quasi-public legal authority, anywhere in the world at any time;

“ Resolved Claim ” means a Notified Claim that is:

“ Revised Lease Agreement ” means the agreed form deed of variation amending the terms of the Lease between Norman Carroll, Philip Naughton, Frances Hemeryck and Exaxe Limited;

“ Second Deferred Consideration Amount ” has the meaning given to it in Schedule 5 ( Deferred Consideration);

“ Second Earn-Out Period ” has the meaning given to it in Schedule 5 ( Deferred Consideration);

“ Seller Company ” means a company owned or controlled by a Seller;

“ Sellers’ Representative ” means Norman Carroll;

“ Sellers’ Solicitors ” means Eversheds Sutherland, One Earlsfort Centre, Earlsfort Terrace, Dublin 2;

“ Seller Warranties ” means the warranties set out in Part 1 of Schedule 2 and the Stage 2 Completion Warranties;

“ Service Agreements ” means the contracts of employment in agreed form to be entered into by and between the Subsidiary and each of Norman Carroll and Philip Naughton on Stage 1 Completion;

“ Service Documents ” means any and all claim forms, application notices, orders, judgments or other documents relating to any Proceedings;

“ Service Provider ” shall mean any current or former officer, employee, consultant, or director of any Group Company, where “consultant” means any independent contractor, consultant or other individual providing (or who has in the past provided) services to any Group Company;

“ Shares ” means the Stage 1 Completion Shares and the Stage 2 Completion Shares (together representing the entire issued share capital of the Company);

“ Software ” means any set of instructions for execution by a computer processor (including both source and object code) used by any Group Company at any time irrespective of application, language or medium and including for the avoidance of doubt, any codes or sets of instructions that are embodied or incorporated in any firmware;

“ Stage 1 Completion ” means the completion of the sale and purchase of the Stage 1 Completion Shares pursuant to clause 4;

“ Stage 1 Completion Date ” means the date of this Agreement;

“ Stage 1 Completion Payment ” means the sum of EUR6,392,009.80;

“ Stage 1 Completion Shares ” means 90% of the entire issued share capital in the Company to be transferred to the Purchaser at Stage 1 Completion, being:

“ Stage 2 Completion ” means the completion of the sale and purchase of the Stage 2 Completion Shares pursuant to clause 4;

“ Stage 2 Completion Date ” means 1 August 2019;

“ Stage 2 Completion Payment ” means the sum of EUR716,612.20;

“ Stage 2 Completion Shares ” means the remaining 10% of the entire issued share capital in the Company to be transferred to the Purchaser at Stage 2 Completion, being 43,376 A Ordinary Shares;

“ Stage 2 Completion Warranties ” means the Warranties set out in Part 4 of Schedule 2;

“ Standard Form Agreements ” has the meaning set out in paragraph 12.2.9 of Part 2 of Schedule 2;

“ Subsidiary ” means Exaxe Limited, a private limited company incorporated in Ireland (registration number 222246) having it registered office at Sandyford Business Centre, Sandyford, Dublin 18, further details of which are set out in Schedule 3 Part 2;

“ Tax ” or “ Taxation ” has the meaning set out in the Tax Deed;

“ Tax Authority ” means any tax, revenue, fiscal, government, municipal or local authority (including, without limitation, the Revenue Commissioners of Ireland) and any other statutory, governmental, state, provincial or local governmental authority, body, court, tribunal or official whatsoever (whether of Ireland or elsewhere in the world) competent to impose, administer, levy, assess or collect any Tax;

“ Tax Deed ” means the agreed form tax deed to be entered into on Stage 1 Completion, in accordance with the terms of this Agreement by the Warrantors and the Purchaser;

“ Tax Warranties ” means the warranties set out in Part 3 of Schedule 2;

“ TCA ” means the Taxes Consolidation Act 1997, as amended;

“ Termination Agreement ” means the agreed form agreement terminating the existing shareholders’ agreement of the Group;

“ TFEU ” means the Treaty on the Functioning of the European Union (and any regulations or directives issued thereunder);

“ Third Deferred Consideration Amount ” has the meaning given to it in Schedule 5 (Deferred Consideration );

“ Third Earn-Out Period ” has the meaning given to it in Schedule 5 ( Deferred Consideration);

“ Trademarks ” means rights in World Wide Web addresses and domain names and applications and registrations therefor, all business names, trade names, logos, common law trademarks and service marks, rights in get up, trademark and service mark registrations and applications therefor and all goodwill associated therewith throughout the world;

“ Transaction ” means the proposed acquisition by the Purchaser of the Shares upon the terms contained herein;

“ VAT ” means tax as chargeable under section 3 of the Value-Added Tax Consolidation Act 2010 and any similar or replacement tax seeking to implement the provisions of Council Directive 2006/112/EC and any tax similar or equivalent value added tax imposed by any country other than Ireland and any similar or turnover tax replacing or introduced in addition to any of the same;

“ Vesey ” means Vesey Investments Limited, a private limited company incorporated in Ireland (registration number 468025) having it registered office at Unit 5a Sandyford Business Centre, Sandyford, Dublin 18 (being one of the Sellers);

“ Warranties ” means the Seller Warranties, the Tax Warranties and the General Warranties;

“ Warrantors ” means Norman Carroll, Philip Naughton, Padsamaz and Vesey; and

“ Warranty Claim ” means a claim for breach of any of the Warranties.

In this Agreement and in the Schedules, unless the context otherwise requires or unless otherwise specified:

The Parties have participated jointly in the negotiating and drafting of this Agreement. In the event that an ambiguity or question of intent or interpretation arises this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favouring or disfavouring any Party by virtue of the authorship of any of the provisions of this Agreement.

The contents of the Schedules form an integral part of this Agreement and shall have as full effect as if they were incorporated in the body of this Agreement and the expressions “this Agreement” and “the Agreement” as used in any of the Schedules shall mean this Agreement and any reference to “this Agreement” shall be deemed to include the Schedules.

Unless otherwise expressly provided, all warranties, covenants, undertakings, agreements and obligations given or entered into by the Sellers or the Warrantors hereunder are given or entered into jointly and severally and the act or default of the Sellers or any of the Warrantors (as the case may be) shall be deemed to be the act or default of the Sellers and all of the Warrantors (as the case may be).

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

On the terms and subject to the conditions of this Agreement:

in each case free from all Encumbrances and with the benefit of all rights of whatsoever nature attaching or accruing to such Shares including, all rights to any dividends and distributions declared, paid or made in respect of such Shares on or after the Stage 1 Completion Date.

The Sellers and Purchaser shall not be obliged to complete:

Each Seller hereby waives any and all pre-emption rights and other restrictions on transfer, allotment and issuance which they may have in relation to the sale of any of the Shares to the Purchaser hereunder whether arising under the constitution of the Company or otherwise and shall procure that no later than Stage 1 Completion any rights of pre-emption and other similar or comparative rights over and in respect of the Shares conferred upon or held by any other person are waived so as to permit the sale and purchase of the Shares.

On or prior to the Stage 1 Completion Date, the Sellers shall deliver to the Purchaser the Employee Shareholders’ Exit Documents and together with evidence that the stamp duty has been paid by the Company in relation to the purchase of shares in the Subsidiary by the Company from the Employee Shareholders.

The total consideration payable by the Purchaser for the purchase of the Shares shall be:

The Consideration shall, to the extent legally permissible, be reduced or shall be deemed to have been reduced by the amount, if any, paid to the Purchaser under the Tax Deed or in respect of any claim under this Agreement by the Purchaser.

The payment of the Deferred Consideration shall be subject to the following provisions:

Completion of the sale and purchase of the Stage 1 Completion Shares shall take place at the offices of the Purchaser’s Solicitors on the Stage 1 Completion Date.

At Stage 1 Completion, the Sellers shall:

(together, the “ Family Resignation Letters ”);

The Sellers and the Purchaser (acting reasonably) agree to (i) agree to use all reasonable endeavours to agree a Deed of Renunciation in relation to the Lease in a usual and customary form and (ii) arrange to have the Deed of Renunciation and the Revised Lease Agreement duly executed by the parties thereto as soon as practicable after the date of this Agreement and in any event within 7 days of the date of this Agreement.

In consideration of, and as an inducement to, the Purchaser entering into this Agreement, each of the Sellers hereby warrants to the Purchaser, in respect of itself only, that each of the Seller Warranties is at the date hereof true and accurate in all respects and not misleading. Immediately before the time of the Stage 2 Completion, each Warrantor shall be deemed to warrant, in respect of itself only, that the Stage 2 Completion Warranties are true and accurate in all respects in respect of the Stage 2 Completion Shares only.

In consideration of, and as an inducement to, the Purchaser entering into this Agreement, each of the Warrantors hereby warrants to the Purchaser that, save as Disclosed, each of the General Warranties and the Tax Warranties is at the date hereof true and accurate in all respects and not misleading.

The Parties acknowledge that the Purchaser is entering into this Agreement in reliance on, inter alia, the Warranties and on the basis that the Warranties are true, accurate and not misleading in any respect.

Each of the Warranties shall be construed as separate and independent and save as otherwise expressly provided shall not be limited by reference to any other Warranty or clause, sub-clause, paragraph, sub-paragraph or any provision in this Agreement or the Schedules.

Save for any matter which has been Disclosed, no information of which the Purchaser may have knowledge (whether actual, constructive or imputed) shall qualify or shall be deemed to qualify any of the Warranties or prejudice any Warranty Claim by the Purchaser under the Warranties or operate to reduce any amount recoverable by the Purchaser in respect of any breach of any of the Warranties. The rights and remedies of the Purchaser in respect of the Warranties shall not be affected by any investigation made by or on behalf of the Purchaser into the affairs of the Group. The Purchaser confirms that it has not relied on any warranty of any of the Sellers save for the Warranties. The Purchaser acknowledges to the Sellers as at the date of this Agreement, it is not in the process of formulating a Warranty Claim.

The Warranties shall continue in full force and effect after Stage 1 Completion and shall not in any respect be extinguished or affected by Stage 1 Completion and Stage 1 Completion shall not in any way constitute a waiver of the rights of the Purchaser in respect of any of the Warranties.

The Sellers and the Warrantors hereby covenant with and undertake to the Purchaser (for itself and as trustee for the benefit of the Group) to indemnify and keep indemnified and hold harmless the Purchaser from and against any and all liabilities, reasonable costs, interest and reasonable expenses directly suffered or incurred by the Purchaser and / or the Group arising out of or in connection with any breach of the Warranties and in each case such payment to provide on a full indemnity basis for any reasonable costs and expenses properly incurred in investigating, resisting or negotiating any Warranty Claim.

None of the information supplied by any Group Company or its officers, employees, agents, representatives or advisers to the Warrantors prior to the date of this Agreement in connection with the Warranties, the contents of the Disclosure Letter, the Tax Deed or otherwise in relation to the business or affairs of any Group Company shall constitute or be deemed a representation, warranty or guarantee of its accuracy by any Group Company to the Warrantors and the Warrantors hereby waive any claims against any Group Company or its officers, employees, agents, representatives or advisers which they might otherwise have in respect of the same.

The aggregate maximum liability of the Sellers and the Warrantors in respect of all or any Claims except in respect of any claims under the Seller Warranties or clause 8.1 of this Agreement the Warranties shall in no event exceed the amount of the Consideration actually paid by the Purchaser.

The Warrantors shall not be liable in respect of any and all claims under the General Warranties and/or the Tax Warranties unless and until the aggregate cumulative loss thereby sustained in respect of any and all such claims under the General Warranties and/or the Tax Warranties exceeds EUR 75,000 in which event the Warrantors shall be liable for the whole of such amount and not merely the excess.

The Purchaser shall as soon as reasonably practicable upon it becoming aware of a Warranty Claim, give notice thereof to the Sellers’ Representative together with such details as are available in respect thereof.

Any Warranty Claim shall other than the Tax Warranties (if not previously satisfied, settled or withdrawn) be deemed to have been irrevocably withdrawn twelve months after the date on which notice of such Warranty Claim was given (and no such new Warranty Claim may be made in respect of the same facts) unless on or before that date, legal proceedings have been issued and served on the Sellers and/or the Warrantors, as the case may be, in respect of such Warranty Claim.

If any Warranty Claim relates to a liability which, at the time that such Warranty Claim is notified to the Sellers and/or the Warrantors, as the case may be, is contingent only, then the Sellers and/or the Warrantors shall not be under any obligation to make any payment to the Purchaser in respect thereof unless and until such time as the contingent liability ceases to be contingent and becomes actual, and for the purposes only of such a contingent Warranty Claim, the period permitted by clause 6.4 for the issue and service of proceedings (but not, for the avoidance of doubt, any time period applicable to the notification of such Warranty Claim) shall be deemed to commence upon the date upon which such contingent Warranty Claim ceases to be contingent and becomes actual.

The Warrantors shall have no liability (or such liability shall be reduced) in respect of any claim under the General Warranties or the Tax Warranties:

Nothing in this Agreement will be deemed to relieve the Purchaser from any common law or other duty to mitigate any loss or damage incurred by it as a result of breach of any Warranty.

The Purchaser shall not be entitled to recover damages or otherwise obtain reimbursement or restitution more than once in respect of the same loss arising from any one matter under the Warranties and/or pursuant to the Tax Deed.

Notwithstanding any other provision of this Agreement, no limitations of any kind whatsoever shall apply to any claim made hereunder against the Sellers or the Warrantors or any of them where such claim is based on any dishonest, wilful concealment or fraudulent act or fraudulent omission or fraudulent misrepresentation of or by any of the Sellers or the Warrantors.

Notwithstanding the Purchaser may become or becomes aware at any time by whatsoever means that there has been a breach of the Warranties, the Purchaser shall not be entitled to rescind this Agreement or treat it as terminated and shall have no remedy of misrepresentation in respect of any breach of Warranty.

provided always that nothing in this clause 6.13.3 shall require the Purchaser Group to take any action in relation to any Potential Claim Event which could reasonably be expected to materially prejudice the commercial interests of the business of the Purchaser Group and in each case on the basis that the Sellers shall fully indemnify the Purchaser Group on demand against all reasonable costs incurred as a result of a request or nomination by the Sellers’ Representative.

The Warrantors covenant with and undertake to the Purchaser to fully indemnify, keep indemnified and hold harmless the Purchaser Group on demand against all losses, liabilities, damages, interest, reasonable and vouched costs and expenses, claims, actions, suits, proceedings, settlements, awards, charges, losses and demands whatsoever suffered or incurred by the Purchaser Group or the Company arising as a direct or indirect consequence out of or in connection with:

In further consideration of, and as a further inducement to, the Purchaser entering into this Agreement and for the purpose of assuring to the Purchaser the full benefit of the Business and goodwill of any Group Company, each of the Sellers hereby covenants with and undertakes to the Purchaser (for the benefit of the Purchaser and as trustee for the benefit of each Group Company and its successors in title to the Business) that he shall not either alone or jointly or in conjunction with or on behalf of or through the agency of any person and whether as principal, agent, partner, shareholder, holding company, director, manager, adviser, consultant, employee or otherwise howsoever and whether directly or indirectly:

Each of the Sellers hereby acknowledge and agree with the Purchaser that each of the undertakings contained in clause 8.1 constitutes an entirely separate, severable, independent and separately enforceable restriction on them and that the duration, extent and application of the respective restrictions in clause 8.1 are no greater than is reasonable and necessary for the protection of the legitimate interests of the Purchaser and each Group Company but that if any such restriction shall be adjudged by any court or regulatory authority or agency of competent jurisdiction to be void or unenforceable but would be valid if part of the wording thereof was deleted and / or the period thereof and / or the geographical area dealt with thereby was reduced, the said restriction shall apply within the jurisdiction of that court or regulatory authority or agency with such modifications as may be necessary to make it valid, effective and enforceable.

The Purchaser warrants to the Sellers in accordance with the terms set out in Schedule 0.

The provisions of this Agreement which shall not have been performed on Stage 1 Completion shall remain in full force and effect notwithstanding Stage 1 Completion.

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

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and which together shall constitute one and the same Agreement. This Agreement shall become effective and be dated (and each counterpart shall be dated) on the date first written above between the Parties which have executed and delivered a counterpart. Immediate evidence that a counterpart engrossment has been executed may be provided by transmission of such counterpart engrossment by fax machine or a scanned version thereof by email with the original executed counterpart engrossment to be put in the post as soon as practicable thereafter.

This Agreement shall not be assignable in whole or in part by the any Seller but the Purchaser shall be entitled to assign and transfer all or any of its rights and obligations hereunder to any member of the Purchaser Group and such assignee or transferee shall be entitled to enforce the same against the Sellers as if it were named in this Agreement as the Purchaser.

to the address or email address, in the case of the Sellers, set out under their respective names in Column 1 of Part 1 of Schedule 1 or, in the case of the Purchaser, as set out below, or, in any case to such other address or email address as is from time to time notified by a Party to the other Parties in compliance with the provisions of this clause 10.7:

The Purchaser

Address: Majesco / 412, Mt Kemble, Suite 110c, Morristown, NJ- 07960 Office: Phone: +1 (973) 461-5200 Fax: +1 (973) 605-2942

Email : Lori.Stanley@majesco.com

for the urgent attention of Lori Stanley

provided that if, in accordance with the above provisions, any such notice or other communication would otherwise be deemed to be given or made outside working hours (being 9 am to 5 pm Irish time on a Business Day) such notice or other communication shall be deemed to be given or be made at the start of working hours on the next succeeding Business Day.

No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Parties.

At the request of the Purchaser from time to time, the Sellers shall (and shall procure that any other necessary person shall) at the Purchaser’s reasonable cost and expense:

No announcement or disclosure regarding all or any part of the transactions contemplated by this Agreement shall be made by any of the Parties without the prior written approval of the other Parties save for any such announcement as is required to be made under any applicable law in which case the announcement shall be made only after consultation with the other Parties and after the other Parties have, where practicable, been given the opportunity to approve such announcement.

This Agreement, the Tax Deed and all other documents to be entered into by all or any of the Parties prior to Stage 2 Completion pursuant to this Agreement contain the whole agreement between the Parties relating to the transactions provided for in this Agreement and supersedes all previous agreements (if any) between such Parties in respect of such matters and each of the Parties acknowledges that in agreeing to enter into this Agreement it has not relied on any representations or warranties except for those contained in such documents.

Each of the provisions of this Agreement is separate and severable and enforceable accordingly and if at any time any provision is adjudged by any court of competent jurisdiction to be void or unenforceable the validity, legality and enforceability of the remaining provisions hereof and of that provision in any other jurisdiction shall not in any way be affected or impaired thereby.

Each Party shall bear its own costs, fees or expenses in connection with negotiating, preparing and entering into this Agreement.

The Purchaser irrevocably appoints Matheson to be its agent (the “ Agent ”) for the receipt of Service Documents and agrees that any Service Document shall be effectively served on it in connection with Proceedings by service on the Agent effected in any manner permitted by applicable law.

IN WITNESS whereof this Agreement has been duly executed as a Deed on the date shown at the beginning of this Agreement.

Schedule 2

Part 1
Seller Warranties

The Shares are legally and beneficially owned by the Sellers and the Employees in the numbers set out opposite each of their respective names in Schedule 1 Part 1 and Part 2 and are free from any Encumbrances whatsoever and from any agreement, obligation or commitment to create, grant, give or permit to subsist any Encumbrances whatsoever and the Sellers and the Employee Shareholders are entitled to sell and transfer to the Purchaser the full legal and beneficial ownership of the Shares free from any Encumbrance on the terms of the Agreement.

The Shares comprise the whole of the allotted and issued share capital of the Company and all of them are fully paid up. The Company owns the entire issued share capital of the Subsidiary and all of its shares are fully paid up.

No person has the right (whether actual or contingent) to call for the issue, allotment or transfer of any share or loan capital of the Company or the Subsidiary under any option or other agreement, arrangement or commitment and no person has claimed to be entitled to any of the foregoing.

There is no Encumbrance over or affecting any of the share capital of the Company or the Subsidiary and there is no agreement, arrangement or commitment whatsoever to give, grant or create such Encumbrance nor has any claim that such an Encumbrance exists been made or threatened by any person.

The Sellers have full power and authority to enter into, perform and comply with their respective obligations under this Agreement and any other agreement which they are required to enter into hereunder and this Agreement constitutes and any such other agreements when executed will constitute valid, legally binding and enforceable obligations on them in accordance with its or their respective terms.

In respect of each of those Sellers which are body corporates, the Sellers and the Warrantors warrant that:

It is not necessary that this Agreement or any other documents which is or will be entered into in conjunction with this Agreement, be filed, recorded or enrolled by the Sellers with any court or other authority.

Schedule 2

Part 2
General Warranties

CONTENTS

General Warranties

No proceedings are current or, so far as the Warrantors are aware, pending or threatened to restrain (or which would have the effect of so restraining) the entry into, performance of, compliance with and enforcement of any of the obligations of the Sellers hereunder and so far as the Warrantors are aware there are no circumstances which might give rise to any such proceedings or the threat of any such proceedings.

No one is entitled to receive from any Group Company any finder’s fee, brokerage or other commission in connection with the sale and purchase of the Shares under this Agreement.

The information set out in the Recitals and Schedules is true, complete and accurate in all respects and is not misleading in any respect.

No indebtedness or liability (whether actual or contingent and whether or not quantified or disputed) and no contract, commitment or arrangement is outstanding between any Group Company and the Sellers or any Connected Person of the Sellers.

None of the Sellers or any Connected Person of any of them has any right or interest, directly or indirectly, in any business which is competitive with the business of any Group Company.

None of the Sellers or any Connected Person of any of them is entitled to any claim of whatsoever nature against any Group Company and none of the Sellers or any Connected Person of it has assigned to any person the benefit of any claim against any Group Company.

The copy of the constitution of each Group Company contained in the Disclosure Letter is true and accurate and since the 2017 Accounts Date, no alteration has been made to the constitution of each Group Company.

The Company has, at all times, carried on business and conducted its affairs in all material respects in accordance with its constitution for the time being in force.

No Group Company is nor has agreed to become the holder or beneficial owner of any class of share or other capital (to include loan capital) of any company (wherever incorporated) and no Group Company is nor has agreed to become a member of any joint venture, partnership or consortium or other unincorporated association (other than recognised trade associations) nor is it nor has it agreed to be or become a party to any agreement or arrangement for sharing commissions or other income to include any profit sharing arrangement.

The Group does not have any branch, agency or place of business, or any permanent establishment outside Ireland.

No Group Company uses any name other than its full corporate name for any purpose.

Each Group Company has complied in all material respects with the provisions of the Companies Act and all returns, particulars, resolutions and other documents required under any legislation to be delivered on behalf of each Group Company to the Registrar of Companies or to any other authority whatsoever have been duly delivered and were correct.

No application has been made for the appointment of an inspector to investigate the affairs of any Group Company and, so far as the Warrantors are aware, no such application is threatened, anticipated or likely.

No Group Company nor any officer of any Group Company is the subject of or affected by any court order affecting the business of any Group Company; and no Group Company nor any officer of any Group Company is otherwise the subject of or affected by any proceedings instituted by or against any person as a result of any investigation of any company’s affairs.

So far as the Warrantors are aware, no Group Company is identified or referred to in any inspector’s report. The Company has not received notice that an inspector has been appointed to investigate the ownership of any Group Company or such other matters as are provided for in Part 13 of the Companies Act and, so far as the Warrantors are aware, no person has been required to give any public authority any information as to the persons interested in shares or debentures of any Group Company. No directions have been given to any Group Company in relation to the production of documents or the answering of questions pursuant to Part 13 of the Companies Act.

No shares in or debentures of any Group Company are or have been subject to section 768 of the Companies Act and each Group Company is neither legally nor beneficially interested in any shares in or debentures of any company which are the subject of any restriction under section 768 of the Companies Act.

Any person who is or has at any time been required under sections 261 to 265 of the Companies Act to notify any Group Company of its interests in any shares in or debentures of any Group Company has complied at all times with his or her obligations under sections 261 to 265 of the Companies Act.

No Group Company has been a party to any transaction to which any of the provisions of Chapters 3 and 4 of Part 5 of the Companies Act may apply.

So far as the Warrantors are aware, having made enquiry of the auditors, the auditors of each Group Company have not made any notification to the Director of Corporate Enforcement in relation to any Group Company. The auditors of each Group Company have not notified any Group Company of any matter which has given, or could or might give rise, to such a notification.

Each of the 2017 Accounts and the 2018 Accounts have been prepared and audited in accordance with the requirements of the Companies Act and all other applicable statutes and laws and in accordance with Accounting Standards and on a basis consistent with the audited accounts of each Group Company for the 2 preceding accounting periods, and:

The financial position and results shown by the 2017 Accounts and the 2018 Accounts have not (except as therein Disclosed) to any material extent been affected by any extraordinary or exceptional items or by inconsistencies of accounting practice or by any non-recurring items of income or expenditure or by transactions entered into otherwise than on ordinary and usual commercial terms or by any other factor rendering such financial position and results unusual or misleading in any material respect.

Where provision for deferred Taxation is not made in the 2017 Accounts or the 2018 Accounts, full details of the amounts of deferred Taxation have been Disclosed in the Disclosure Letter.

The annual return date of each Group Company is 30 September and has not changed in the last five years.

Since the 2017 Accounts Date, each Group Company has carried on its business in the ordinary and usual course and without any material alteration in the nature of its business.

Since the 2017 Accounts Date, there has been no material adverse change in the turnover, assets or liabilities (whether actual or contingent) financial or trading position or prospects of each Group Company and no part of the business of each Group Company has been materially adversely affected by any abnormal factor.

Since the 2017 Accounts Date, no dividend or bonus or distribution of capital or income has been or is treated as having been declared, made or paid in respect of any share capital of each Group Company and (excluding fluctuations in overdrawn current accounts with bankers) no loan or loan capital of any Group Company has been repaid in whole or in part or has become liable to be repaid.

Since the 2017 Accounts Date, no Group Company has entered into any agreement or transaction for the sale or purchase of any assets other than the sale or purchase of trading stock in the ordinary and usual course of business.

Since the 2017 Accounts Date, no Group Company has paid or agreed to pay to any person any amount, sum or other compensation for loss of office, remuneration, emoluments, expenses or other payments or benefits whatsoever (whether or not gratuitous) other than those which are deductible from the profits of each Group Company in computing its corporation tax.

Since the 2017 Accounts Date:

No part of the amounts included in the 2017 Accounts or the 2018 Accounts, or subsequently recorded in the books of any Group Company, as owing by any debtors is overdue by more than 12 (twelve) weeks, or has been released or reduced on terms that any debtor pays less than the full book value of his debt or has been deferred or subordinated, or has been written off, or has proved to any extent to be irrecoverable, or is now regarded by any Group Company as irrecoverable in whole or in part.

There are no debts owing by or to any Group Company other than debts which have arisen in the ordinary and usual course of its business.

No Group Company has factored any of its debts, or engaged in financing of a type which would not require to be shown or reflected in its audited accounts.

No Group Company has loaned any money which has not been repaid to it nor owns the benefit of any debt (whether or not due for payment), other than debts which have arisen in the ordinary and usual course of its business.

True and accurate details of the Facilities at the date hereof are contained in the Disclosure Letter together with true and correct copies of all documents relating thereto and no Group Company has done anything nor are there or have there been circumstances whereby the continuance of any of the Facilities in full force and effect might be affected or prejudiced or which may give rise to any alteration in the terms and conditions of same and no Group Company is in default under any of the Facilities or under any guarantee of, or security or indemnity for, any indebtedness and, so far as the Warrantors are aware, there is no reason why any of the Facilities, guarantee, security or indemnity should be called or the liabilities thereunder accelerated before their due date (if any) or any Facilities terminated.

No Group Company has received written notice from any lenders of money to any Group Company, requiring repayment or intimating the enforcement by the lender of any security which it may hold over any assets of such Group Company.

The Disclosure Letter contains bank statements as of the day prior to the execution of this Agreement of the credit and debit balances of all bank and deposit accounts of each Group Company together with details of the signatories to such accounts.

The total amount borrowed by each Group Company (as determined in accordance with the provision of the relevant instrument) from each of its bankers does not exceed its approved limit under the Facilities and the total amount borrowed by each Group Company from whatever source does not exceed any limitation on its ability to borrow contained in its memorandum and articles of association or any other agreement, deed or document binding upon it.

None of the Facilities is dependent on the guarantee or indemnity of, or any security provided by, a third party other than the Group Company which is party to such Facility.

As at the date of this Agreement, each Group Company has sufficient working capital for the purposes of carrying on its business, in its present form and at its present level of turnover.

No Group Company has made any loans which are outstanding.

There have been no reports commissioned by any Group Company or so far as the Warrantors are aware concerning any Group Company from financial or management consultants within the period of 3 (three) years prior to the date of this Agreement.

No order has been made or petition presented or resolution passed or proceedings or, so far as the Warrantors are aware, action taken or ground arisen for the winding up of any Group Company or for or with a view to appointing an examiner, receiver, administrator, trustee or other similar officer to any Group Company and no distress, execution, sequestration, attachment or other process been levied or entered upon or sued out in respect of any Group Company or against any property or asset of any Group Company nor, so far as the Warrantors are aware, is any of the foregoing in the process of being so levied, entered upon or sued out, nor is there any unfulfilled or unsatisfied judgment, court order or award outstanding against any Group Company.

No Group Company has ceased payment of any undisputed debt nor has any Group Company become insolvent or unable to pay its debts within the meaning of section 509 or 570 of the Companies Act. No notice has been served on any Group Company under section 570 of the Companies Act and no arrangement has been or is about to be entered into by any Group Company under section 453 or section 676 of the Companies Act and no encumbrancer has taken possession or attempted to take possession of or exercised or attempted to exercise any power of sale in respect of the whole or any part of the undertaking, property, assets or revenues of any Group Company and, so far as the Warrantors are aware, there exist no circumstances under which a receiver may be appointed by any person over the whole or any part of the undertaking, property, assets or revenues of any Group Company and there is no unfulfilled or unsatisfied judgment, ruling, order, award, decree or directive outstanding against any Group Company and there has been no delay by any Group Company in the payment of any obligation due for payment.

Each Group Company has always been, and is in compliance with all relevant requirements of the Data Protection Laws and is as regards all Personal Data controlled and/or processed by it, in compliance, with all relevant requirements of the Data Protection Laws and has all necessary registrations thereunder and all necessary consents in respect of all Personal Data held by any Group Company, either as a data controller or as a data processor, for the purpose of carrying on its business.

For the purposes of Data Protection Laws each Group Company’s main establishment are in Ireland.

So far as the Warrantors are aware, no Group Company has committed any offence under the Data Protection Laws.

Each Group Company has appointed a Data Protection Officer and has notified its Data Protection Officer to the Data Protection Commission.

In the three years prior to the date of this Agreement:

In the three years prior to the date of this Agreement:

Each Group Company’s personal data control and / or personal data processing systems and procedures are compatible in all respects with the obligations, and comply in all respects with the requirements, of the Data Protection Laws.

The Disclosure Letter sets out all material policies relating to the processing, storage, retention of Personal Data that comply with Data Protection Laws.

The Disclosure Letter sets out all material compliance programmes which the Company has put in place in order to comply with GDPR.

Each Group Company’s Personal Data control and / or Personal Data processing systems and procedures do not involve the making of decisions which are based solely on processing by automatic means of personal data relating to a data subject and which produce legal effects concerning the data subject or which otherwise significantly affect the data subject (and which are intended to evaluate matters relating to the data subject, including but not limited to performance at work, credit worthiness, reliability or conduct).

No processing of Personal Data is carried out by or on behalf of any Group Company other than in the European Economic Area and no Group Company has transferred and does not transfer any Personal Data controlled or processed by it outside the European Economic Area.

Data processing carried out by third parties on behalf of any Group Company is carried out by third parties pursuant to written agreements with those third parties which agreements incorporate the requirements of the Data Protection Laws (and details of all such agreements are set out in the Disclosure Letter).

So far as the Warrantors are aware, no personal data breach has ever occurred in respect of Personal Data processed or controlled by either Group Company.

Each Group Company has at all relevant times complied in all material respects with all relevant obligations and requirements of the Data Protection Laws with regard to direct marketing.

The Group Companies are the sole, absolute and unencumbered legal and beneficial owners of all Computer Systems or has all necessary rights and / or licences from the owner of the Computer Systems to use the Computer Systems in the manner in which such Computer Systems are used, or are anticipated to be used as at Stage 1 Completion.

So far as the Warrantors are aware, no Software that (i) was developed specifically under a contract that any Group Company has with a third party; or (ii) is subject to any right ownership, security, lien or right to claim royalties of a third party: is provided by any Group Company to a third party or otherwise used for the benefit of any third party by any Group Company.

So far as the Warrantors are aware, no Group Company, its sub-licencees, nor any other person, is in breach of any rights, obligations and / or licences pursuant to which each Group Company uses the Computer Systems and such rights and / or licences are not restricted as to number of users (or, in the case of Software, to the processor on which the Software runs).

Each Group Company is in possession and control of full and complete copies of all source code of all Software that is owned by any Group Company and has satisfactory arrangements (details of which are set out in the Disclosure Letter) in place for access to the source code of all Software (other than Off the shelf Software and Databases) and each Group Company is in full compliance with the terms and conditions of all source code escrow agreements.

So far as the Warrantors are aware, no Group Company is using any Computer Systems in a manner that infringe any rights of any third party and no Group Company has received notice and is not aware of any actual or threatened claim that its use of or benefit from any of the Computer Systems is invalid or infringes any rights of any third party.

The Computer Systems have been satisfactorily maintained and supported and each Group Company has the benefit of appropriate maintenance and support agreements (full details of which are set out in the Disclosure Letter), in respect of the Computer Systems with a contractor (not being or connected with any Group Company or Warrantors) and the Company is in full compliance with the terms of such support and maintenance contracts. In the event that any person providing maintenance or support services for the Computer Systems fails to do so in accordance with the terms of such maintenance or support contracts, each Group Company has all necessary rights and information to procure the carrying out of such services by its employees or by another party (not being any Group Company or the Warrantors) without undue expense, delay or restriction.

The Computer Systems are Date Complaint.

As at Stage 1 Completion, the Computer Systems have adequate capability and capacity for all the processing and other functions required to conduct the Business and operations of the Group as carried out during the 12 months prior to Stage 1 Completion.

Each Group Company has appropriate disaster recovery and business continuity procedures and policies in place which have been tested and which accord with good industry standards and contracts with reputable independent Service Providers (not being any Group Company or Warrantors) (full details of which are set out in the Disclosure Letter) that enable each Group Company to continue all computing, communications and data processing operations which are material to the Business without material disruption or delay.

Each Group Company has adequate policies and procedures in place which accord with good industry standards to ensure internal and external security of the Computer Systems including (without limitation) procedures preventing unauthorised access, the introduction of a virus, worm, Trojan horse, cancelbot, logic bomb or similar threat.

In the two years prior to the date of this Agreement there have not been any material failures or breakdowns of any Computer System which have materially disrupted or interrupted the Business.

Any contract, right, entitlement or licence of the Company referred to in this paragraph 11.12 is valid and subsisting and not terminable (other than by the Company) on 12 months’ notice or less and no person has the right to terminate it due to any change in control of the Company or as a result of the execution or completion of this Agreement.

Other than as detailed in the Disclosure Letter, the Company has not incorporated, combined or used Open Source Software in or as part of the Computer Systems, the Corporate Intellectual Property or the products made or services provided by the Company and the Company has not distributed or licensed Open Source Software in conjunction with any of the foregoing.

All Corporate Intellectual Property is legally and beneficially owned by the Group and is free from all licences and Encumbrances except as set out in the Disclosure Letter.

As of Stage 1 Completion, so far as the Warrantors are aware,:

There are in force no powers of attorney or other rights of representation given by any Group Company and no person, as agent or otherwise, is entitled or authorised to bind or commit any Group Company to any obligation not in the ordinary and usual course of its business.

No Group Company is a party to or bound by:

The assets included in the 2017 Accounts or acquired since the 2017 Accounts Date (other than trading stock subsequently disposed of in the ordinary and usual course of business or trading stock acquired subject to retention or reservation of title by the supplier or manufacturer thereof and Disclosed in the Disclosure Letter) and all assets used by any Group Company:

Maintenance contracts are in full force and effect in respect of all assets of the Group which it is ordinary and usual or prudent to have maintained by independent or specialist contractors and in respect of all assets which any Group Company is obliged to maintain or repair under any agreement, and all such assets have been regularly maintained to a good technical standard, and in accordance with safety regulations required by law or usually observed in relation to them, and in accordance with the terms and conditions of any applicable agreement.

The plant, machinery, apparatus, implements, computers, vehicles and other chattels and equipment used in connection with the business of the Group:

The asset register of the Group which is set out in the Disclosure Letter comprises a complete and accurate record of all the material assets owned by the Group at the date hereof.

No circumstance has arisen or, so far as the Warrantors are aware, is likely to arise in relation to any asset held by any Group Company, under a lease or similar agreement, whereby the rental payment has been, or is likely to be, increased.

No Director is subject to a restriction order pursuant to section 819 of the Companies Act or a disqualification order pursuant to Part 14 Chapter 4 of the Companies Act or any similar or equivalent restriction or disqualification order in any other jurisdiction.

The number of directorships of private companies held by any Director does not and has not since 21 February 2000 exceeded 25 (where directorships of a company and one or more of its subsidiaries count as one directorship).

The particulars shown in the Schedule of Employees contained in the Disclosure Letter set out particulars of the dates of commencement of employment or appointment to office of all of the employees and officers of any Group Company at the date hereof and show all remuneration payable and other benefits and privileges provided or which any Group Company is bound or accustomed to provide or make to each officer and employee of such Group Company are true and complete and accurate in all material respects.

During the period to which the 2017 Accounts relate and since the 2017 Accounts Date:

All subsisting contracts of service (or contracts for services) between any Group Company and any of its directors, officers or employees, are determinable at any time on 6 (six) months’ notice or less without compensation (other than any compensation payable by statute).

No contract of service exists between any Group Company and a director or employee in relation to which any of the relevant requirements of section 249 of the Companies Act have not been fulfilled.

No officer or employee of any Group Company is entitled to any remuneration, loan, commission or other emoluments of whatever nature calculated by reference to the whole or part of the turnover, the profits or sales of any Group Company and no Group Company is a party to or bound by any share option, profit sharing, bonus or commission scheme (whether discretionary or otherwise) in respect of any of its officers or employees.

There are no amounts owing to any present or former officers or employees of any Group Company (other than remuneration accrued due or for reimbursement of business expenses).

There are no negotiations nor are any negotiations contemplated, scheduled or requested for any increase in the remuneration or benefits of any officer or employee of any Group Company.

No Group Company has entered into any recognition agreement with a trade union nor has it done any act which might be construed as recognition and there are no agreements or other arrangements (whether or not legally binding) between any Group Company and any trade union or other body representing employees.

No Group Company, nor any of its respective employees, is involved in any industrial dispute, and so far as the Warrantors are aware no circumstances exist which might suggest that there will or may be any industrial dispute involving any Group Company, or that any of the provisions of this Agreement may lead to an industrial dispute.

So far as the Warrantors are aware, there are no claims pending or threatened, or capable of arising, against any Group Company, by an employee or workman or third party, in respect of any accident or injury, which are not fully covered by insurance.

No executive or officer of any Group Company, who is in receipt of remuneration in excess of EUR 75,000 per annum, has given or received notice terminating his employment, except as expressly contemplated in this Agreement, and no such executive or officer will be entitled to give such notice as a result of the provisions of this Agreement.

So far as the Warrantors are aware, no past employee of any Group Company has a right to return to work or has or may have a right to be reinstated or re-engaged under any relevant legislation.

No Group Company is liable, as at the date hereof, to make any redundancy payment to any person under any relevant legislation.

Save to the extent (if any) to which provision or allowance has been made in the 2017 Accounts:

Each Group Company has in relation to each of its employees (and, so far as relevant, to each of its former employees):

There are no training schemes, arrangements or proposals in existence at the date hereof nor have there been any such schemes, arrangements or proposals in the past in respect of which a levy may henceforth become payable by any Group Company.

No Group Company has received a written request from 10% of its employees or a direction from the Labour Court to establish information and consultation arrangements with its employees.

The Purchaser has been furnished with, or the Disclosure Letter (or an attachment thereto) sets out, a list of all of the existing death benefit schemes, sickness, permanent health, disability or related benefit schemes (“ Related Benefit Schemes ”) of each Group Company.

The Purchaser has been furnished with, or the Disclosure Letter (or an attachment thereto) sets out:

The Purchaser has been furnished with, or the Disclosure Letter (or an attachment thereto) sets out, details of the rate at which both the Group and its employees contribute to the PRSA Arrangement and details of the premiums payable by the Group in respect of each Related Benefit Scheme. The contributions and premiums due and payable in respect of the period up to 30 September 2018 by or in respect of the employees have been paid or are provided for in the 2018 Accounts.

Each Group Company has duly discharged in all material respects its duties and performed in all material respects its obligations under, and in compliance with, the Safety in Industry Acts 1955 and 1980 (the “SIAs”) and under the Safety, Health and Welfare at Work Act 2005 (the “ SHW Act ”) and all regulations, directions, notices and orders made or served thereunder and has complied in all material respects with any relevant codes of practice issued by the National Authority for Occupational Safety and Health established pursuant to the SHW Act.

No Group Company is subject to any investigation or inquiry pursuant to the SIAs or the SHW Act and no direction, notice or order has been served on any Group Company pursuant to the SIAs or the SHW Act and, so far as the Warrantors are aware, no application has been made to court under the SIAs or the SHW Act for an order restricting or prohibiting the use of the Property or any part thereof and no prosecution is threatened or pending in respect of any possible breach of the SIAs or the SHW Act or related regulations.

No Group Company is in material default in respect of any of its duties or obligations imposed upon it by any other legislative provision dealing with or touching upon the health, safety and welfare at work of employees or others affected by the business or activities of any Group Company including under the Dangerous Substances Acts 1972 to 1979.

Each Group Company and each of its operations and Property is, and has at all times been, in compliance with all applicable Environmental Laws and has obtained all requisite Environmental Licences and is, and has at all times been, in compliance with all such Environmental Licences and there are no circumstances which may give rise to the suspension, cancellation, revocation or non-renewal of any such Environmental Licences or which may lead to the imposition of any onerous or unusual conditions in respect of any such Environmental Licences whether upon renewal thereof or otherwise.

No Group Company nor any of the Group’s present or past operations or properties is the subject of any outstanding or anticipated investigation, inquiry, dispute, claim, demand, action, suit, proceeding, litigation, notice, order, judgment, ruling, decree, citation or award of whatever nature in relation to any Environmental Release or any breach or alleged breach of any Environmental Laws or Environmental Licences and so far as the Warrantors are aware there are no circumstances which may give rise to any of the foregoing.

No Group Company has been negligent or created a nuisance in the construction, maintenance or conduct of its operations or properties.

So far as the Warrantors are aware, the Company has not caused or contributed to any Environmental Release and there are no circumstances which may give rise to any Environmental Release by the Company.

No Contaminants are stored or contained on the Property.

The Property is the only building, premises and land occupied by the Group. Schedule 4, sets out the address, location, title and tenure of the Property and the Company occupies the entire of the Property.

The Group is entitled to and is in possession and exclusive occupation of the Property and no person other than the Group is entitled to or is in possession or occupation or has any interest of whatever nature howsoever arising in the Property or any part thereof and the Property or any part thereof is not affected by or the subject of any lease, tenancy, licence, agreement or arrangement relating to the occupation or use thereof by any person other than the Group.

All outgoings of whatever nature in respect of the Property have been paid by the Group in full on the due dates for payment thereof.

The user of the Property is the permitted user under the Planning Acts and no notice, order or claim has been received by the Group claiming that the Property is not in substantial compliance with all applicable regulations with regard to fire and effluent and waste disposal and with all relevant public health regulations made under statute or by way of regulation or bylaw.

All proper and necessary books of account, minute books, registers and records have been maintained in all material respects by each Group Company, are in its possession or control and contain information in accordance with generally accepted principles relating to all transactions to which each Group Company has been a party and all such books, registers and records are duly written up to date and do not contain any material inaccuracies.

All documents relating to each Group Company required to be filed with the Registrar of Companies pursuant to the Companies Act or under any other statute or instrument in force have been duly filed up to date and all statutory records required to be kept by each Group Company have been properly kept.

No Group Company has received any notice of any intended application or proceedings to rectify its register of members.

Each Group Company is in possession or control of all of its books, records, papers, account ledgers, financial and other records, deeds and documents of title and all other documents which are owned by or which ought to be in its possession or control (including executed counterparts of all written agreements to which each Group Company is a party).

All necessary licences, consents, permits and authorisations (public and private) have been obtained by or on behalf of each Group Company to enable each Group Company to properly and effectively carry on its business in the places and in the manner in which such business is now carried on and short particulars of such licences and consents are contained in the Disclosure Letter.

All of the licences, consents, permits and authorisations referred to in paragraph 21.5 hereof are valid and subsisting and no Group Company is in breach of any of the terms or conditions of any such licence, consent, permit or authorisation and so far as the Warrantors are aware there is no reason or circumstance why any of them should be suspended, cancelled or revoked or not renewed on the same or substantially similar terms.

Each Group Company has complied in all material respects with and continues to comply with all applicable laws (including common law) and with all applicable bye-laws, statutes, regulations, orders, instruments, decrees, directives, notices, certificates, awards and judgments of any government, local government, supranational, executive, administrative, judicial or regulatory authority or agency in relation to or affecting the assets or business of the Group whether of Ireland or elsewhere.

No Group Company is, in relation to the Business or any of its assets, subject to any order or judgement given by any court or governmental or other authority, department, board, body or agency nor has it been a party to any undertaking or assurance given to any court or governmental or other authority, department, board, body or agency which is still in force, nor so far as the Warrantors are aware, are there any facts or circumstances likely to give rise to it becoming subject to such an order or judgement or to be a party to any such undertaking or assurance.

No Group Company has received notice of any pending or threatened any investigations, enquiries or disciplinary proceedings by, or on behalf of, any governmental or other body in respect of any Group Company or its affairs and so far as the Warrantors are aware there are no facts likely to give rise to such investigation, enquiry or proceedings.

No Group Company: (a) has engaged in any conduct which would or might constitute a breach of Anti-Corruption Law; (b) has received notice of or been party to any investigation, prosecution or other proceeding or any fine or penalty under Anti-Corruption Law (each a “Proceeding”); and (c) is aware of any circumstances which are likely to give rise to any such Proceeding.

Details of all grants, subsidies or financial assistance obtained by any Group Company from any relevant authority, including up to date details of any contingent liability arising thereunder, are set out in the Disclosure Letter. Each Group Company has complied with its obligations under each such grant, subsidy or assistance and, so far as the Warrantors are aware, no circumstances exist (including the completion of this Agreement) which would allow the relevant authority to call for repayment of any grant, subsidy or financial assistance procedure.

So far as the Warrantors are aware, compliance with the terms of this Agreement does not:

No Group Company is engaged in any litigation, arbitration, prosecution or other legal, administrative or disciplinary proceedings (whether as plaintiff or defendant or in whatever capacity) or any dispute or has been served with any notice making it a party to any litigation, arbitration, prosecution or other legal, administrative or disciplinary proceedings or to any dispute save debt collection (not exceeding an aggregate of EUR 25,000) by or on behalf of any Group Company in the ordinary and usual course of its business, and no such litigation, arbitration, prosecution or other legal, administrative or disciplinary proceedings or disputes are threatened or pending either by or against the Company and so far as the Warrantors are aware there are no facts or circumstances which might give rise to any such proceedings or dispute.

There is no dispute with any revenue or other government or public department in Ireland or elsewhere in relation to the affairs of each Group Company and, so far as the Warrantors are aware, there are no facts which may give rise to a dispute.

So far as the Warrantors are aware, no Group Company has manufactured, sold or supplied products which are, or were, in any material respect faulty or defective, or which do not comply in any material respect with any warranties or representations, expressly or impliedly made by any Group Company, or with all applicable regulations, standards and requirements.

No Group Company is subject to any liability or obligation (save as may be implied by law) to service, repair, maintain, take back or otherwise do or not do anything in respect of any goods that have been, or are in the future delivered by it.

The policies of insurance (a list of which are set out in the Disclosure Letter) which are maintained by the Group afford and have at all material times afforded the Group adequate cover against such risks as companies carrying on the same type of business as the Group commonly cover by insurance and in particular, but without limitation, adequately insure and have at all material times adequately insured against accident, damage, injury, employer’s liability and third party public liability (including product liability) and loss of profit and insure all the assets, the stock in trade (including raw material and packaging) and undertaking of any Group Company against fire and other usual risks in their full replacement or reinstatement value (including professional fees) and all such policies of insurance are in full force and effect and there are no circumstances which might lead to any liability under such insurance being avoided by the insurers or the premiums being or likely to be increased and Stage 1 Completion will not have the effect of terminating, or entitling any insurer to terminate, cover under any such insurance and no claim is outstanding or may be made under any such policy of insurance and there are no circumstances which exist or are likely to give rise to any such claim..

No Group Company is in breach of any agreement, contract, arrangement, commitment, obligation, covenant or understanding to which it is a party and each such contract, arrangement, commitment, obligation, covenant and understanding is valid and enforceable in accordance with its terms.

No threat or claim of default under any agreement, instrument or arrangement to which any Group Company is a party has been made and is outstanding against any Group Company, and, so far as the Warrantors are aware, there is nothing whereby any such agreement, instrument or arrangement may be prematurely terminated or rescinded by any other party, or whereby the terms may become less favourable or whereby any security thereunder may be enforced.

No offer, tender or the like is outstanding which is capable of being converted into an obligation of any Group Company by acceptance, or other act, of some other person.

No substantial customer or supplier of any Group Company has during the period commencing 18 (eighteen) months prior to the 2017 Accounts Date and ending on the date hereof ceased or indicated an intention to cease trading with or supplying any Group Company.

No Group Company has during the period commencing 18 (eighteen) months prior to the 2017 Accounts Date and ending on the date hereof been and so far as the Warrantors are aware, is not likely to be materially and adversely affected by the loss of any important customer or supplier.

No Group Company is nor has been a party to, engaged in, any agreements, decisions, concerted practices, arrangements, understandings or activities which are prohibited or void or in breach of the Competition Act, Articles 101-108 (inclusive) of TFEU or legislation thereunder or any other competition or anti-trust laws in whatever jurisdiction or which have or which ought reasonably to have been notified to the Competition and Consumer Protection Commission pursuant to the Competition Act or to the European Commission pursuant to Council Regulation (EC) No 139/2004.

No Group Company has received notice that it is the subject of any investigation or threatened litigation by the Competition and Consumer Protection Commission, the European Commission or the Director of Public Prosecutions pursuant to the Competition Act, the TFEU or any applicable EU law.