1.

Interpretation

1

2.

Sale and Purchase

15

3.

Consideration

15

4.

Deferred Consideration

16

5.

Escrow

16

6.

Completion

17

7.

Restricted Stock Unit Awards

17

8.

Purchasers’ Warranties

18

9.

Sellers’ Warranties

19

10.

Sellers’ Limitations on Liability

20

11.

Post Completion

20

12.

Restrictions on Sellers

21

13.

Business Information

21

14.

Termination

21

15.

Confidentiality

22

16.

Announcements

22

17.

No Assignment by Sellers

23

18.

Further Assurance

23

19.

Entire Agreement

23

20.

Severance and Validity

24

21.

Variations

24

22.

Remedies and Waivers

24

23.

Effect of Completion

24

24.

Third Party Rights

24

25.

Payments

25

26.

Costs and Expenses

25

27.

Default Interest

25

28.

Notices

26

29.

Counterparts

27

30.

Governing Law and Jurisdiction

27

31.

Agent for Service of Process

27

32.

Sellers’ Representative

27

Schedule 1

The Sellers

29

(i)

Schedule 2

The Group

31

Part 1

Details of the Company

31

Part 2

Details of the Subsidiary

32

Schedule 3

Completion Arrangements

33

Part 1

Sellers’ Obligations

33

Part 2

Purchaser’s Obligations

34

Part 3

Parties’ acknowledgment

34

Schedule 4

Warranties

35

Part 1

Fundamental Warranties

35

Part 2

Management Warranties

36

Schedule 5

Sellers’ Limitations on Liability

57

Schedule 6

Properties

61

Schedule 7

Completion Accounts

62

Part 1

Rules for Preparation of Completion Accounts

62

Part 2

Specific Accounting Treatments

63

Part 3

Preparation, Delivery and Agreement

63

Schedule 8

Post Completion Financial Adjustments

66

Part 1

66

Part 2

Settlement of Adjustments

67

Schedule 9

Deferred Consideration

68

Part 1

Accounting Treatment

68

Part 2

Deferred Consideration Protections

68

Part 3

Preparation, Delivery and Agreement of Deferred Consideration Accounts

71

Schedule 10

Escrow Account

75

Part 1

General

75

Part 2

Payments from the Escrow Account

75

Schedule 11

Tax Covenant

78

1.        DEFINITIONS AND INTERPRETATION

78

(ii)

(1)

The Several Persons whose details are set out in Schedule 1 ( The Sellers ) (together, the “ Sellers ”); and

(2)

Zynga Inc. a company incorporated in Delaware with registered number 4446916 and whose registered office is at 699 8 ^th Street, San Francisco, California 94103 (the “ Purchaser ”)

(A)

Particulars of the Company and the Subsidiary (as defined in Clause 1.1 ( Interpretation )) are set out in Schedule 2 ( The Group ).

(B)

The Sellers have agreed to sell and the Purchaser has agreed to purchase the Shares (as defined in Clause 1.1 ( Interpretation )) in each case on the terms and subject to the conditions of this Agreement.

1.

Interpretation

1.1

In this Agreement:

(a)

the aggregate of all cash received between the date of this Agreement and the Completion Date by the Group which comprises the proceeds of any insurance claim in respect of the destruction of, or damage to, any asset of any member of the Group, to the extent that such entity would need to apply it towards the replacement or repair of the insured asset in order to be able to continue to use or earn income from the asset or its replacement in the manner in which it did so during its period of ownership; and

(b)

the aggregate cash value of any declared but unpaid dividends and other distributions attributable to the Shares,

(a)

any other person who has Control of that Undertaking (a “ Controlling Person ”);

(b)

any Controlling Person’s own spouse or civil partner, parents and siblings (including step-siblings and half-siblings), linear ancestors and direct descendants, including adopted children, of that Controlling Person and of other such persons and their respective spouses or civil partners, parents and siblings (including step-siblings and half-siblings), linear ancestors and direct descendants, including adopted children (together, the “ Controlling Person’s Family ”);

(c)

any trust established by or for the benefit of a Controlling Person or a member of a Controlling Person’s Family;

(d)

any Undertaking in whose equity shares or partnership interests a Controlling Person and/or one or more members of a Controlling Person’s Family are, taken together, able to exercise or control the exercise of at least twenty (20) per cent. of the votes able to be cast at general meetings, or to appoint or remove directors or equivalent officers holding a majority of voting rights at meetings of the board or equivalent management body, in each case on all, or substantially all, matters;

(e)

any Undertaking whose directors or equivalent officers are accustomed to act in accordance with the directions or instructions of a Controlling Person and/or any one or more members of a Controlling Person’s Family;

(f)

any Undertaking (other than any Group Company) of which a Controlling Person or a member of a Controlling Person ’ s Family is a director or equivalent officer; and

(g)

such natural person's own spouse or civil partner, parents and siblings (including step-siblings and half-siblings), linear ancestors and direct descendants, including adopted children, of that natural person and of other such persons and their respective spouses or civil partners, parents and siblings (including step-siblings and half-siblings), linear ancestors and direct descendants, including adopted children (together, the “ Natural Person's Family ”);

(h)

any trust established by or for the benefit of such natural person or a member of such Natural Person's Family;

(i)

any Undertaking in whose equity shares or partnership interests such natural person and/or one or more members of a Natural Person's Family are, taken together, able to exercise or control the exercise of at least twenty (20) per cent. of the votes able to be cast at general meetings, or to appoint or remove directors or equivalent officers holding a majority of voting rights at meetings of the board or equivalent management body, in each case on all, or substantially all, matters;

(j)

any Undertaking whose directors or equivalent officers are accustomed to act in accordance with the directions or instructions of such natural person and/or any one or more members of such Natural Person's Family;

(k)

any Undertaking (other than any Group Company) of which a natural person or a member of such Natural Person's Family is a director or equivalent officer; and

(d)

having the ability, di r ectly or indirectly, whether alone or together with another, to ensure that the affairs of that person are conducted in accordance with his or i t s wishes, and

(i)

the terms “ Controlling ” and “ Controlled ” shall be construed accordingly; and

(ii)

any two or more persons acting together to secure or exercise Control of another person shall be viewed as Controlling that other person;

(a)

all borrowings, and indebtedness in the nature of borrowings, of the Group (including by way of loan stocks, bonds, debentures, notes, commercial paper, finance leases or similar) owed to any banking, financial, acceptance credit, lending or other similar institution or organisation, excluding:

(i)

any creditor or other liability taken into account in calculating Accounts Payable; and

(ii)

any amounts constituting a Change of Control Payment;

(b)

any accrued and outstanding interest thereon; and

(c)

all indebtedness of the Group for unsatisfied deferred purchase consideration in respect of shares, assets or businesses owed to any person that is not a member of the the Group;

(a)

any Group Company requiring the relevant Worker and/or Management Seller (as applicable) to relocate to a facility or location more than 50 kilometres from the location at which he or she was primarily located immediately prior to such requirement; or

(b)

any significant reduction in the relevant Worker and/or Management Seller’s (as applicable) base salary, target bonus or benefits (other than a reduction consented to by such Worker/Management Seller ) ; or

(c)

the assignment of any duties materially inconsistent in any respect with the relevant Worker and/or Management Seller’s (as applicable) role and responsibilities or any other action by any Group Company resulting in a material detriment to the participant’s position, authority, duties or responsibilities; or

(d)

any other circumstances constituting constructive dismissal (as determined by a court of law or employment tribunal) in the United Kingdom or haksız fesih in Turkey of the relevant Worker and/or Management Seller (as applicable); or

(e)

any breach by the Purchaser of the material terms of this Agreement,

(a)

holds a majority of the voting rights in the Undertaking; or

(b)

is a member of the Undertaking and has the right to appoint or remove a majority of its board of directors; or

(c)

has the right to exercise a dominant influence over the Undertaking, by virtue of provisions contained in its constitutional documents or elsewhere; or

(d)

is a member of the Undertaking and controls alone, pursuant to an agreement with the other shareholders or members, a majority of the voting rights in the Undertaking,

2.

Sale and Purchase

2.1

Each Seller shall sell and the Purchaser shall purchase the Relevant Sale Shares with all rights now or in the future attaching to them and each of the Sellers shall transfer full legal and beneficial title to its Relevant Sale Shares to the Purchaser free from all Encumbrances, on the terms of this Agreement.

2.2

Each of the Sellers hereby waives and shall procure the waiver of any restrictions on transfer (including all pre‑emption rights) which may exist in relation to the Shares.

2.3

The Purchaser shall not be obliged to complete the purchase of any of the Shares unless the purchase of all the Shares is completed simultaneously.

3.

Consideration

3.1

The overall consideration for the sale of the Shares shall be the payment by the Purchaser to the Sellers (subject to and in accordance with the terms of this Agreement) of an aggregate amount equal to US$255,549,431 being:

(a)

US$250,000,000.00 (two hundred and fifty million dollars);

(b)

plus the Estimated Cash;

(c)

plus the Estimated Accounts Receivable;

(d)

less the Estimated Accounts Payable;

(e)

less the Estimated Debt,

(f)

plus the payments (if any) under Clause 4 ( Deferred Consideration ) (the payments (if any) under Clause 4 ( Deferred Consideration ), together the “ Deferred Consideration ”);

3.2

At Completion, the Purchaser shall pay: (a) to the Sellers (in accordance with Clause 25.6), an amount equal to (i) the Initial Consideration less (ii) the Escrow Amount.

3.3

As soon as reasonably practicable following the Escrow Account being opened in accordance with Clause 5.1 (and no later than three (3) Business Days following the opening of the Escrow Account) , the Purchaser shall pay in to the Escrow Account an amount equal to the Escrow Amount by electronic transfer of immediately available funds .

3.4

Payments from the Escrow Account shall be determined in accordance with the provisions of Schedule 10 ( Escrow Account ).

3.5

The Deferred Consideration shall be payable by the Purchaser to the Sellers in accordance with Clause 4 ( Deferred Consideration ) and Schedule 9 ( Deferred Consideration ).

3.6

The Parties shall prepare the Completion Accounts and make the Adjustment Payments in accordance with the provisions of Schedule 7 ( Completion Accounts ) and Schedule 8 ( Post Completion Financial Adjustments ) respectively.

3.7

All payments of Consideration shall be made by the Purchaser in US$.

4.

Deferred Consideration

4.1

If the Group’s EBITDA Margin (as determined in accordance with Schedule 9 ( Deferred Consideration )):

(a)

in the First Deferred Consideration Period is equal to or exceeds [***] per cent., the Purchaser shall pay to the Sellers an aggregate amount equal to [***] per cent. of the Group EBITDA for that First Deferred Consideration Period (as determined in accordance with Schedule 9 ( Deferred Consideration );

(b)

in the Second Deferred Consideration Period is equal to or exceeds [***] per cent., the Purchaser shall pay to the Sellers an aggregate amount equal to [***] per cent. of the Group EBITDA for that Second Deferred Consideration Period (as determined in accordance with Schedule 9 ( Deferred Consideration ); and

(c)

in the Third Deferred Consideration Period is equal to exceeds [***] per cent., the Purchaser shall pay to the Sellers an aggregate amount equal to [***] per cent. of the Group EBITDA for that Third Deferred Consideration Period (as determined in accordance with Schedule 9 ( Deferred Consideration ),

4.2

Payments due pursuant to this Clause 4 shall be paid in accordance with Clause 25.6 and Schedule 9 ( Deferred Consideration ).

4.3

The Parties undertake to comply with the provisions of Schedule 9 ( Deferred Consideration ).

5.

Escrow

5.1

Each of the Sellers' Representative and the Purchaser shall take all steps necessary (so far as they are capable), to procure that the Escrow Account is opened in the name of the Purchaser as soon as reasonably practicable following Completion, including, without limitation, providing all "know your client" documents required by the Escrow Agent and using all reasonable endeavours to agree the form of the Escrow Agreement with the Escrow Agent (each party acting reasonably) as soon as reasonably practicable following Completion and delivering to each other duly executed copies of the Escrow Agreement as soon as reasonably

practicable after such document has been agreed between them. The Pa rties acknowledge that their intention is to open the Escrow Account within three (3) Business Days of Completion.

5.2

The Parties undertake to comply with the provisions of Schedule 10 ( Escrow Account ).

5.3

Payments from the Escrow Account shall be determined in accordance with the provisions of Schedule 10 ( Escrow Account ). In particular, payments from the Escrow Account shall only be made to the Purchaser in respect of claims against the Sellers for a breach of any of the Management Warranties, the Fundamental Warranties under paragraphs 2.2 to 2.7 of Part 1 of Schedule 4 and/or the Tax Covenant which have been settled or determined in favour of the Purchaser.

6.

Completion

6.1

Completion shall take place on the Completion Date at the offices of the Purchaser’s Lawyers or at such other place as is agreed in writing by the Sellers and Purchaser.

6.2

At Completion, the Sellers shall undertake those actions listed in Part 1 of Schedule 3 ( Completion Arrangements ).

6.3

At Completion, the Purchaser shall undertake those actions listed in Part 2 of Schedule 3 ( Completion Arrangements ).

6.4

The Parties agree that all certificates, deeds, documents and the Consideration deliverable on Completion to any Party, or the Purchaser’s Lawyers or the Sellers’ Lawyers respectively (together the ” Deliverables ”), may be held by the Purchaser’s Lawyers or the Sellers’ Lawyers (as the case may be) to the order of the person delivering the same until such time as Completion shall have taken place at which such time such Deliverables shall be released immediately to the order of the intended recipient.

6.5

If there is a material breach of Clause 6.2 and Part 1 of Schedule 3 ( Completion Arrangements ) on the Completion Date, the Purchaser shall not be obliged to complete this Agreement and may:

(a)

defer Completion (with the provisions of this Clause 6 applying to Completion as so deferred); or

(b)

proceed to Completion as far as practicable (without limiting its rights and remedies under this Agreement); or

(c)

treat this Agreement as terminated for breach of condition subject to, and on the basis set out in, Clause 14 ( Termination ).

6.6

If there is a material breach of Clause 6.3 and Part 2 of Schedule 3 ( Completion Arrangements ) on the Completion Date, the Sellers shall not be obliged to complete this Agreement and the Sellers’ Representative may:

(a)

defer Completion (with the provisions of this Clause 6 applying to Completion as so deferred); or

(b)

proceed to Completion as far as practicable (without limiting its rights and remedies under this Agreement); or

(c)

treat this Agreement as terminated for breach of condition subject to, and on the basis set out in, Clause 14 ( Termination ).

6.7

The payment of the Initial Consideration in accordance with paragraph 1, Part 2 of Schedule 3 ( Completion Arrangements ) and payment of the Escrow Amount in accordance with clause

3.3 shall discharge the obligations of the Purchaser under Clauses  2 ( Sale and Purchase ) and   3 ( Consideration ) to pay such amounts and the Purchaser shall not be concerned with the application of the sum paid in accordance with paragraph   1 , Part 2 of Schedule 3 ( Completion Arrangements ) by the Sellers.

7.

Restricted Stock Unit Awards

7.1

The Purchaser shall on Completion grant restricted stock unit awards over shares in the Purchaser’s stock (“ ZSUs ”) with an aggregate fair value of US$[***] ([***] dollars) as at Completion to the Workers whose names are set out in the agreed form list of allocations in the proportions set out in such list (the “ ZSU List ”).The terms and conditions of the ZSUs are contained in the Purchaser’s 2011 “Equity Incentive Plan”, as amended from time to time and including all sub-plans.  [***]

7.2

The Purchaser shall, as soon as reasonably practicable after Completion, and in any event no later than 30 days from the Completion Date, deliver the grant documentation in relation to the ZSUs (including award agreements duly executed by the Purchaser and a true, accurate and complete copy of the Purchaser’s 2011 “Equity Incentive Plan”, as amended from time to time and including all sub-plans) to the Workers to whom such ZSUs have been granted in accordance with the ZSU List, provided that the relevant Workers shall comply with their relevant administrative requirements with regards to providing information to the Purchaser (or any third party on behalf of the Purchaser) and opening the relevant online accounts.

8.

Purchasers’ Warranties

8.1

The Purchaser warrants to the Sellers that each of the following statements is true, accurate and not misleading at the date of this Agreement:

(a)

it has been duly incorporated and is validly existing under the laws of its place of incorporation and has full power to carry on its business as it is carried on at the date of this Agreement;

(b)

it has the legal right, full power and authority and all necessary consents and authorisations to enter into and to perform its obligations under this Agreement and each other Transaction Document to which it is or will be party;

(c)

this Agreement and each other Transaction Document to which it is or will be party constitutes, or will when executed constitute, legal, valid and binding obligations on it in accordance with their respective terms (assuming that each such Transaction Document has been properly executed by the other parties to it and that their entry into them has been duly authorised);

(d)

there are no agreements (including its articles of association, by‑laws or other constitutional documents), arrangements or any other restrictions of any kind that prohibit or restrict the ability of the Purchaser to enter into and to perform its obligations under this agreement and each other Transaction Document to which it is or will be party;

(e)

other than to comply with applicable law, securities law, rules or regulations, the execution, delivery and performance by the Purchaser of its obligations under the Transaction Documents will not require it to obtain any consent, waiver or approval of, or give any notice to or make any registration or filing with, any governmental, regulatory, other authority or other person which has not been obtained or made at the date of this Agreement on a basis both unconditional and which cannot be revoked;

(f)

the statements in paragraph 13 of Part 2 of Schedule 4 ( Warranties ) are true and accurate in all respects and not misleading in respect of itself (as if all references to “ Group Company ” in paragraph 13 were references to t he Purchaser ) ;

(g)

the Purchaser has all requisite authority and power to grant the ZSUs on the terms of the ZSU grant documentation to the Workers in the proportions set out in the ZSU List; the ZSU grant documentation contains true, complete and accurate copy of the Purchaser’s 2011 “Equity Incentive Plan”;

(h)

as at the date of this Agreement, the Purchaser has no intention to make a Warranty Claim against the Sellers based on the circumstances known to the Purchaser as at the date of this Agreement. For the purpose of this Clause 8.1(h), the Purchaser’s knowledge shall mean the actual knowledge of only the following individuals: [***]; and

(i)

the Purchaser has, and will have at the time of payment, immediately available on an unconditional basis (subject only to Completion) the necessary cash resources to pay the Consideration in full.

9.

Sellers’ Warranties

9.1

Each of the Sellers warrants, on a several basis, to the Purchaser that each of the Fundamental Warranties at paragraphs 1.1 to 1.4 and 2.1 of Part 1 of Schedule 4 is true, accurate and not misleading on the date of this Agreement, in each case, in respect of himself or itself and the Relevant Sale Shares held by him or it only.

9.2

Each of the Sellers warrants, on a several basis, to the Purchaser that each of the Fundamental Warranties at paragraphs 2.2 to 2.7 of Part 1 of Schedule 4 is true, accurate and not misleading on the date of this Agreement.

9.3

Each of the Management Sellers warrants, on a several basis, to the Purchaser that each of the Management Warranties (as if references to “Sellers” were references to “Management Sellers”) is true, accurate and not misleading on the date of this Agreement.

9.4

The Sellers shall not be liable under the Warranties to the extent that the facts, matters, events or circumstances which cause the Warranties to be untrue, inaccurate or misleading were Disclosed in the Disclosure Letter.

9.5

Without prejudice to Clause 9.4, the Purchaser shall be entitled to claim that any of the Warranties has been breached, is untrue or is misleading notwithstanding that the Purchaser knew (or could have discovered) the fact, matter, event or circumstance giving rise to such breach or inaccuracy on or before Completion other than by reason of it being Disclosed.

9.6

If any Warranty Claim is made, save in the event of fraud, no Seller or Management Seller shall make any claim against any Group Company or any Group Employee or Agent of the Group (each a “Relevant Person”) on whom it may have relied before agreeing to any provisions of this Agreement or authorising any statement in the Disclosure Letter.  This Clause 9.6 shall not preclude any Seller or Management Seller from claiming against any other Seller under any right of contribution or indemnity to which he may be entitled.

9.7

Each of the Sellers severally undertakes to notify the Purchaser of anything of which they become aware which had occurred prior to the date of this Agreement and which they are aware constitutes a breach of the Fundamental Warranties as soon as reasonably practicable upon becoming aware of the same.  Each of the Management Sellers severally undertakes to notify the Purchaser of anything of which they become aware which had occurred prior to the date of this Agreement and which they are aware constitutes a material breach of the

Management Warranties as soon as reasonably practicable upon becoming aware of the same. The Sellers' obligations under this clause 9.7 shall expire on the date which is 18 months from the date of this Agreement.

9.8

Each of the Sellers and the Management Sellers severally undertakes to irrevocably waive any right and claim which it may have against a Group Company or any present or past Agent of a Group Company arising in connection with this Agreement or any other Transaction Document, save in the case of fraud.

9.9

Each of the Warranties shall be separate and independent and (unless expressly provided otherwise) shall not be limited by reference to any other Warranty or by anything in this Agreement.

(a)

the amount by which the value of all assets, contracts and profits of any Group Company is less than their value would have been; and

(b)

the amount of any Losses or increase in Losses of any Group Company which would not have been incurred; and

(c)

all other Losses which would not have been incurred (whether directly or indirectly) by the Purchaser,

10.

Sellers’ Limitations on Liability

11.

Post Completion

11.1

As soon as possible following Completion, the Purchaser shall:

(a)

procure that the Company prepares a draft application for a [***] in relation to the Company and pursuant to the [***], to take effect for the years ended 31 December 2016 and 31 December 2017 respectively (the “ Draft Application ”);

(b)

provide the Draft Application to the Sellers' Representative, who shall provide his comments on the Draft Application as soon as possible and in any event within five Business Days of receipt. The Purchaser shall consider the Sellers' Representative's reasonable comments in good faith, following which the Purchaser shall procure that the Company submits the Draft Application to the relevant Taxation Authority; and

(c)

procure that the Company pays the [***] in relation to such [***].

12.

Restrictions on Sellers

12.1

Each of the Management Sellers severally undertakes that it shall not, directly or indirectly, either alone or jointly with or as agent for any other person or in any capacity whatsoever:

(a)

neither pending nor within three (3) years following the Completion Date (except as holder of not more than five per cent. (5%) of any class of shares or securities of a person which is dealt in on any investment exchange) carry on or be engaged or otherwise interested in any business anywhere in the world which competes with the Business or any part of the Business as carried on by the Group at Completion;

(b)

neither pending nor within three (3) years following the Completion Date solicit or entice away any employee of, or consultant to, any Group Company or any member of the Purchaser’s Group or employ any such person provided that nothing in this Clause 12 shall prevent any of the Sellers from employing, or interviewing with a view to employing, any employee of the Group or any member of the Purchaser’s Group who responds to a publicly advertised vacancy or who, of his own volition, applies for employment with any of the Sellers;

(c)

at any time after Completion in the course of any business which is competitive with the Business, use the words “Gram” or “Merge” or use any trade, business or domain name or mark, logo or design previously used in the Business by any Group Company or anything which is likely to be confused with any of them;

(d)

challenge the validity or enforceability of any of the Registered Business IP Right; or

(e)

assist or incite any other person to do any of the above.

13.

Business Information

14.

Termination

14.1

If this Agreement is terminated:

(a)

by the Purchaser in accordance Clause 6.5 ( Completion ); or

(b)

by the Sellers’ Representative in accordance with Clause 6.6 ( Completion ),

15.

Confidentiality

(a)

is disclosed to Agents of that Party or of other members of the Relevant Party’s Group if this is reasonably required in connection with this Agreement (and provided that such persons are required to treat that information as confidential); or

(b)

is disclosed to a person qualifying as a prospective permitted assignee under Clause 17 ( Assignment ) or to its Agents in connection with a potential assignment to that person in accordance with the provisions of that Clause (provided that any such person needs to know the information for the purposes of considering, evaluating, advising on or furthering the potential assignment and is required to treat the information as confidential);

(c)

is required by law or any securities exchange, regulatory or governmental body or Taxation Authority;

(d)

was already in the lawful possession of that Party or its Agents without any obligation of confidentiality (as evidenced by written records); or

(e)

is in the public domain at the date of this Agreement or comes into the public domain other than as a result of a breach by a Party of this Clause 15,

16.

Announcements

17.

No Assignment by Sellers

18.

Further Assurance

19.

Entire Agreement

20.

Severance and Validity

21.

Variations

22.

Remedies and Waivers

23.

Effect of Completion

24.

Third Party Rights

24.1

This Agreement is made for the benefit of the Parties and their successors and is not intended to benefit any other person, and no other person shall have any right to enforce any of its terms, except that:

(a)

Clause 9.8 ( Sellers’ Warranties ), Clause 12 ( Restrictions on Sellers ) and Clause  13 ( Business Information ) are intended to benefit each Group Company;

(b)

Clause 15 ( Confidentiality ) is intended to benefit any member of the Purchaser’s Group; and

(c)

Clause 19 ( Entire Agreement ) is intended to benefit a Party’s Related Persons,

24.2

The Parties may amend or vary this Agreement in accordance with its terms without the consent of any other person.

25.

Payments

(a)

arises or is increased by any assignment of this Agreement by the Purchaser;

(b)

is imposed by jurisdictions other than the UK, Turkey and/or the United States.

immediately available cleared funds. The Paying Agent is irrevocably and unconditionally authorised to receive any sum paid to it in accordance with this Clause  25.6 and receipt of such sum in the Paying Agent’s Account shall be an effective discharge of the Purchaser's obligation to pay such sum, and the Purchaser shall not be required to concern themselves with any subsequent allocation of such amounts. The Sellers shall not have any recourse against the Purchaser once the Purchaser has discharged its payment obligations in accordance with this Clause 25.6 .

26.

Costs and Expenses

27.

Default Interest

28.

Notices

28.2

A Notice shall be deemed to have been received:

(a)

at the time of delivery if delivered personally;

(b)

at the time of transmission if sent by email;

(c)

five (5) Business Days after the time and date of posting if sent by pre‑paid recorded delivery; or

(d)

three (3) Business Days after the time and date of posting if sent by international courier,

28.3

The addresses and email addresses for service of Notice are:

29.

Counterparts

30.

Governing Law and Jurisdiction

(a)

The language to be used in the arbitration shall be English.

(b)

The number of arbitrators shall be one, selected jointly by the Parties. If the arbitrator is not selected within 30 days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the selection.

(c)

The seat, or legal place, of arbitration shall be New York City, New York, United States of America.

31.

Agent for Service of Process

31.2

If:

(a)

any person appointed as agent for service of process ceases to act as such; or

(b)

in the case of the agent for service appointed by the Seller, such agent for service ceases to be resident in the United Kingdom for a period of six months or more,

32.

Sellers’ Representative

(a)

agree to any amendment of this Agreement or any of the Transaction Documents which would decrease the aggregate amount payable to any Seller in each case without the prior written consent of such Seller;

(b)

agree to any amendment of this Agreement or any of the Transaction Documents which would result in the Consideration being distributed in any manner other than as set forth in this Agreement, in each case without the consent of all of the Sellers;

(c)

agree to any amendment of this Agreement or any of the Transaction Documents which would result in an increase of any Seller’s obligations or liabilities in each case without the prior written consent of such Seller;

(d)

agree to any amendment of this Agreement or any of the Transaction Documents which provides for any increase in the amount of the Escrow Amount or any increase in the amount to be contributed to the Escrow Amount by any Seller, or any decrease in the amount of Consideration to be received by any Seller, or any extension of the time period for when any monies receivable by any Seller will actually be received by the Seller, in each case without the prior written consent of the Seller; or

(e)

save for non-material administrative and/or mechanical amendments, without the prior written consent of each relevant Seller, agree to any amendment to this Agreement unless it has given each Seller at least three (3) Business Days’ prior written notice of such amendment (such notice to include the proposed amendment in full) and in the event a Seller notifies the Sellers’ Representative in writing within three (3) Business Days of receiving such notice that the Seller reasonably believes the proposed amendment adversely affects the position of the Seller, the Sellers’ Representative shall not agree to such amendment.

Total

169,836

100%

100%

1.

Cause the board of directors of the Company:

1.1

to register the Purchaser or such other person as the Purchaser may nominate as the owner of the Shares in the share ledger of the Company with a board of directors resolution approving such transfer of Shares and its registration; and

1.2

approve the amended service agreements in the form of the drafts which have been prepared by the Purchaser’s Lawyers and entered into by (i) each of the Management Sellers, (ii) [***] and (iii) [***].

2.

Procure that the meeting of the board of directors (as necessary to provide valid authorisation) of the Subsidiary is convened at which the sale of the Shares to the Purchaser or such other person as the Purchaser may nominate be approved.

3.

Execute and deliver to the Purchaser the Disclosure Letter.

4.

Deliver to the Purchaser or the Purchaser’s Lawyers:

4.1

the share certificates or equivalent documents duly endorsed in favour of the Purchaser or an indemnity in the agreed terms for any lost share certificates;

4.2

such waivers, consents and other documents in the relevant jurisdiction as the Purchaser may require, to enable the Purchaser, or such other person as the Purchaser may nominate, to be registered as holder of the Shares in accordance with the provisions of Clause 2 ( Sale and Purchase );

4.3

a certified copy of each power of attorney under which any document to be delivered to the Purchaser has been executed;

4.4

a certified copy of the minutes of the meeting of the board and/or supervisory board (as necessary to provide valid authorisation) of directors of each of the Sellers (if applicable) authorising the execution of this Agreement and any arbitration clauses and/or agreements; and

4.5

a certified copy of the minutes of the meeting of the board and/or supervisory board (as necessary to provide valid authorisation) of directors of the Company and the board of the Subsidiary referred to in paragraph 2 above.

5.

Deliver to the Purchaser or such other person as the Purchaser may nominate:

5.1

the statutory books (written up to but not including the Completion Date), including but not limited to the share ledger, general assembly resolution book, board resolution book, trade registry records of the Company and the statutory registers of the Subsidiary;

5.2

share certificate in respect of all the issued share capital of the Subsidiary or an indemnity in the agreed terms for any lost share certificates;

5.3

written resignation in the agreed terms to take effect from Completion of Firat Ileri as director of the Com pan y executed as a deed and relinquishing any right (past, present or future) against the Com pany for loss of office (whether contractual, statutory or otherwise);

5.4

statements from the banks at which the Company and the Subsidiary maintains an account giving the balance as at the close of business on the last Business Day prior to Completion;

5.5

the cash book balances of the Company and the Subsidiary with statements reconciling the cash book balances with the bank statements in paragraph 5.4 above;

5.6

executed copies of the service agreements for (i) each of the Management Sellers, (i) [***] and (iii) [***] in the agreed form; and

5.7

an executed copy of the deed of variation (in a form acceptable to the Purchaser) among the Company, the Subsidiary, [***] and [***].

1.

procure that the Initial Consideration less the Escrow Amount shall be transferred to the Paying Agent's Account by electronic transfer in immediately available cleared funds; and

2.

sign an acknowledgement of receipt of the Disclosure Letter delivered by the Sellers.

3.

a copy of the minutes of the meeting of the board and/or supervisory board (as necessary to provide valid authorisation) of directors of the Purchaser authorising the execution of this Agreement and the grant of the ZSUs.

1.

The Parties acknowledge that the Merge Dragons Payment shall not be made until at least one (1) Business Day after Completion.

1.

Incorporation and Authority

1.1

To the extent applicable, each of the Sellers has been duly incorporated or formed and is validly existing under the laws of its place of incorporation or formation and has full power to carry on its business as it is carried on at the date of this Agreement.

1.2

To the extent applicable, none of the Sellers is bankrupt or insolvent or unable to pay its debts under the insolvency laws of the jurisdiction of its incorporation nor has stopped paying debts as they fall due. No order has been made, petition presented or resolution passed for the winding‑up of any of the Sellers. No administrator, receiver, manager or equivalent officer has been appointed by any person in respect of any of the Sellers or all or any of their assets, no steps have been taken to initiate any such appointment and no voluntary arrangement has been proposed relating to any of the Sellers.

1.3

Each of the Sellers has full power and authority to enter into and perform this Agreement and each other Transaction Document to which it is a party (together, the “ Documents ”), each of which is valid and legally binding and constitutes (when executed) valid and legally binding obligations on it in accordance with the Documents’ respective terms .   The execution, delivery and performance by, respectively, each Seller of the Documents will not constitute a breach of any laws or regulations in any relevant jurisdiction or result in a breach of or constitute a default or otherwise be prohibited under (i) any provision of its articles of association, by ‑laws or equivalent constitutional documents; (ii)  any order, judgment, decree or decision of any court or governmental authority in any jurisdiction; or (iii) any agreement or instrument to which such Seller is a party or by which it is bound.

1.4

The execution, delivery and performance by each of the Sellers of its obligations under the Documents will not require it to obtain any consent, waiver or approval of, or give any notice to or make any registration or filing with, any governmental, regulatory, other authority or other person which has not been obtained or made at the date of this Agreement on a basis both unconditional and which cannot be revoked.

2.

The Shares and the Group

2.1

Each of the Sellers is the sole legal and beneficial owner of, and has the right to exercise all voting rights over, all of the Shares set opposite its name in Schedule 1 ( The Sellers ).  The Shares are free from all Encumbrances and there is no agreement or commitment to give or create any Encumbrance over or affecting the Shares. Other than as listed in Schedule 1 ( The Sellers ), there are no rights to acquire any shares of capital stock in any Group Company.

2.2

The Shares constitute the entire allotted and issued share capital of the Company and are fully paid up.

2.3

Each Group Company has been duly incorporated or formed and is validly existing under the laws of its place of incorporation or formation and has full power to carry on its business as it is carried on at the date of this Agreement.

2.4

The shares in the capital of the Subsidiary of which particulars are set out in Schedule 2 ( The Group ) constitute the entire allotted and issued share capital of the Subsidiary, and are: (i) legally and beneficially owned by the Company ; (ii) fully paid ‑up; and (iii) free from all

Encumbrances. There is no agreement or commitment to give or create any Encumbrance over or affecting the shares of the Subsidiary.

2.5

There are no agreements or commitments outstanding, which give to any person the right to call for the issue of any shares, debentures or other securities of any Group Company.

2.6

The Subsidiary has not issued in respect of the Shares, either a warning notice or a restrictions notice under paragraph 1 of Schedule 1B to the Companies Act, and the Subsidiary has not issued a notice under either section 790D or section 790E of the Companies Act which has not been complied with and remains outstanding.

2.7

The Company does not own any legal or beneficial interest in any shares, securities or participation interests of any kind in any undertaking other than the shares in the Subsidiary.

1.

Information

1.1

No Group Company acts or carries on business together with any other person in partnership or otherwise.

1.2

The articles of association, by-laws or equivalent constitutional documents of the Group Companies contained at documents 9.3.2, 9.2.4, 9.2.5, 9.2.6 and 9.2.7 of the Data Room are complete and accurate.

1.3

No Group Company has any branch or agency in any jurisdiction .

1.4

The Company does not own any legal or beneficial interest in any shares, securities or participation rights of any kind in any undertaking other than the shares in the Subsidiary.

1.5

The statutory books of each Group Company have been properly kept, are up-to-date and contain complete and accurate details of all matters required by applicable laws to be entered in them.  No notice or indication that any of them is incorrect or should be rectified has been received.

1.6

The particulars of each Seller set out in Schedule 1 ( The Sellers ) are complete, accurate and up to date in all respects.  The Shares are free from all Encumbrances and there is no agreement or commitment with any Group Company to give or create any Encumbrance over or affecting the Shares. Other than as listed in Schedule 1 ( The Sellers ), there are no rights to acquire any shares of capital stock in any Group Company. The Shares constitute the entire allotted and issued share capital of the Company and are fully paid up.

1.7

The particulars of each Group Company set out in Schedule 2 ( The Group ) are complete, accurate and up to date in all respects.

2.

Accounts

2.1

The Accounts have been prepared in accordance with the Applicable Accounting Standards.

2.2

The Accounts give a true and fair view of the assets, liabilities, financial position and profit or loss of each Group Company and of the Group as a whole at the Accounts Date and in the financial period to which they relate.

2.3

No change has been made to the accounting policies or to any other accounting treatment (including, for the avoidance of doubt, any estimation techniques or approaches to the exercise of accounting discretion or judgment) of any Group Company for at least two (2) years prior to the Accounts Date.

2.4

The Accounts include full provision or full disclosure to the extent required in accordance with the Applicable Accounting Standards for all liabilities (whether actual, contingent, unquantified or disputed) all outstanding capital commitments and all bad and doubtful debts as required to be provisioned under the Applicable Accounting Standards .

2.5

The Accounts are not affected by any unusual or non recurring item or by any other factor that makes the Accounts unusual or misleading in any respect.

2.6

The accounting and other records of each Group Company are up‑to‑date and have been properly and accurately maintained in each case, in all material respects and are in the possession or under the control of the relevant Group Company.

2.7

The Management Accounts have been prepared on a basis consistent with the management accounts of the Company and the Subsidiary prepared in the two (2) years immediately preceding the date of this Agreement and with all due care and attention.  Having regard to the purposes for which the Management Accounts are prepared, the Management Accounts give a fair view of the assets, liabilities and profit or loss and cash flow of each Group Company and of the Group as a whole and are not inaccurate or misleading in any respect.

3.

Events Since the Accounts Date

3.1

Since the Accounts Date:

(a)

the business of each Group Company has been conducted in the ordinary course;

(b)

there has been no material adverse change in the financial or trading position or prospects of any Group Company;

(c)

no asset of a value in excess of one hundred thousand US dollars (US$100,000) has been acquired or disposed of by any Group Company other than in the ordinary course of business, nor has there been any agreement to acquire or dispose of any such asset;

(d)

so far as the Management Sellers are aware, no liability (actual or contingent) has been incurred by or arisen in relation to any Group Company which is either unquantifiable or of an amount in excess of one hundred thousand US dollars (US$100,000) other than in the ordinary course of business;

(e)

no dividend or other distribution has been, or has agreed to be, declared, made or paid by any Group Company;

(f)

no Group Company has borrowed or raised any money and no individual item of capital expenditure, or series of connected items of capital expenditure, has been incurred in an amount in excess of one hundred thousand US dollars (US$100,000) other than in the ordinary course of business;

(g)

no Group Company has issued or agreed to issue any share or loan capital or other similar interest; and

(h)

all book debts contained in the Accounts have been realised for an amount not less than that stated or reflected in the Accounts, no debts or other receivables have been factored, sold or agreed to be sold and, so far as the Management Sellers are aware, no indication has been received that any debt owing to any Group Company is bad or doubtful.

3.2

There are no debts of the Group which have been outstanding for a period in excess of one hundred and eighty (180) days as at the date of this Agreement.

4.

Contracts

4.1

In this paragraph 4.1, references to “ contract ” include any binding agreement, arrangement, obligation, understanding or commitment, whether in writing or not, and references to “ material ” shall mean material to the business, prospects, profits or assets of any Group Company.

4.2

Complete and accurate copies (including of any amendment, variation or extension of any such contract) are contained in folders 2.1, 2.2, 4.4, 4.5, 10.5 and 12 and document 10.11 of the Data Room of any contract to which a Group Company is a party which:

(a)

involves revenue or expenditure in excess of two hundred and fifty thousand US dollars (US$250,000) per annum (including pursuant to the terms of such contract or the course of dealing in the prior twelve (12) months);

(b)

is of an unusual or exceptional nature (meaning that it cannot readily be performed by the Group Company on time except with undue effort or exceptionally high expenditure, in each case, materially beyond the effort or expenditure normally required for such contracts in the ordinary course of business) or is not in the ordinary course of business;

(c)

has an unexpired term of twelve (12) months or longer;

(d)

can be terminated or amended upon a change in the direct or indirect ownership or control of that Group Company or whose terms, in the event of such a change of ownership or control, are or could (in accordance with the terms of such contract) be different from those which apply prior to such event;

(e)

restricts a Group Company’s ability to carry on the whole or any part of its business in any part of the world or to use or exploit any of its material assets;

(f)

is an agency, distribution, franchise, licensing, management, joint venture, consortium, partnership, association (other than a bona fide trade association) or shareholders’ agreement or a sale and purchase agreement relating to shares, a business or any material asset;

(g)

involves publishing of advertisements, insertion orders, user acquisition campaigns and/or other marketing arrangements;

(h)

is an agreement with a director of a Group Company;

(i)

is an agreement with a Seller or a Connected Person of a Seller;

(j)

is a sale or purchase or option or similar arrangement affecting an asset owned, occupied, possessed or used by any Group Company; or

(k)

is a bid or offer which, if accepted, would give rise to a contract falling within paragraphs 4.2(a) to (j) above.

4.3

So far as the Management Sellers are aware, each of the contracts to which a Group Company is a party is in full force and effect and no party is in breach of any such contract nor has any allegation of any breach or invalidity been made or received by any Seller or any Group Company.  No notice of termination of any such contract has been received by any Management Seller or any Group Company; so far as the Management Sellers are aware, there are no grounds for the termination, rescission, avoidance or repudiation of any such contract; and no allegation in writing of any such grounds has been received by any Management Seller or any Group Company.

4.4

No Group Company is, or within the past three (3 ) years has been, a party to a contract which is, or was, not entirely of an arm ’ s length nature and no Group Company has transferred or has agreed to transfer any assets except at market value.

4.5

No Group Company is a party to or has any liability (actual or contingent) under any guarantee, indemnity or letter of credit, or any leasing, rental, hire purchase or credit sale agreement.

4.6

No person is entitled to receive from any Group Company any finder’s fee, brokerage or commission in connection with any of the transactions contemplated by this Agreement.

5.

Trading and Expenses

5.1

No customer or supplier of any Group Company which accounts for five per cent. (5%) or more by value of such Group Company’s annual supply or sales, as the case may be, has during the twelve (12) months immediately preceding the date of this Agreement ceased, reduced or indicated an intention to cease or reduce, or changed the terms of or indicated an intention to change the terms of, its trading with or supplies to such Group Company.

5.2

No Group Company carries on business under any name other than its own corporate name.

5.3

The Transaction Expenses set out in the Disclosure Letter are the only transactions costs and expenses that will be incurred by the Group Companies on their own behalf or on behalf of the Sellers by the transactions contemplated by this Agreement.

6.

Compliance with Laws and Litigation

6.1

Each Group Company has carried out its business and dealt with its assets in accordance with all applicable laws and regulations in any relevant jurisdictions.

6.2

No Group Company and, with respect to the Business, no Seller, nor any of the Group Companies’ respective directors, officers, employees, agents, representatives or other persons associated with, performing a service for or otherwise acting for or on behalf of it or them (each, an “ Associated Person ”) has, in connection with the Business, breached any Anti‑Bribery Laws or any applicable anti‑money laundering law, rule or regulation or any books and records offences relating directly or indirectly to a bribe.

6.3

Without limiting the foregoing, so far as the Management Sellers are aware, (i) the Group Companies have at all times been in compliance in all material respects with all applicable U.S. laws governing the export, re-export, import and transfer of products, software, technical data, services and technologies, and the export-related activities of United States persons (collectively, the “ Trade Control Laws ”); (ii) there is no event, fact or circumstance that has occurred or exists that is reasonably likely to result in a finding of non-compliance with any Trade Control Law; and (iii) none of the Group Companies has ever been subject to any inquiries and investigations with respect to Trade Control Laws.

6.4

Without limiting the foregoing, no Group Company nor any officers, directors or, so far as the Management Sellers are aware, employees of any of any of the Group Companies is an Office of Foreign Assets Control, Department of the United States Treasury (“ OFAC ”) sanctioned person.  Each of the Group Companies and their directors, officers and, so far as the Management Sellers are aware, employees are in compliance with, and have not previously violated, the OFAC sanctions or any other applicable anti-money laundering and economic sanctions laws. So far as the Management Sellers are aware, there are no pending or threatened claims against any of the Group Companies with respect to such anti-money laundering and economic sanctions laws.  Each of the Group Companies has in place adequate controls and systems to reasonably ensure compliance with applicable laws pertaining to anti-money laundering and economic sanctions in each jurisdiction in which the

Group Companies do or in the past has done business. Neither the execution, delivery and performance of this Agreement or any ancillary agreement, nor the consummation of any transaction contemplated hereby or thereby, or the fulfilment of the terms hereof or thereof, will result in a violation by any of the Group Companies of any of the OFAC sanctions or of any applicable economic sanctions or anti-money laundering laws of any applicable jurisdiction.

6.5

Except for actions to recover any debt incurred in the ordinary course of the business owed to the Company where each individual debt and its costs outstanding amount to less than US$20,000, no Group Company (nor, so far as the Management Sellers are aware, any director or employee (in each case, past or present) of any Group Company) is, or has been in the five (5) years prior to the date of this Agreement, engaged in any litigation, arbitration, mediation or other legal proceedings (whether as plaintiff, defendant or otherwise) in relation to the business of the Group Company; no litigation, arbitration, mediation or other legal proceedings are pending or threatened by or against a Group Company; and, to the knowledge of the Management Sellers, there are no circumstances reasonably likely to give rise to any such proceedings.

6.6

No Group Company (nor any director or employee (in each case, past or present) of any Group Company), is the subject of any investigation, enquiry or enforcement proceedings by any governmental or other body; no investigations, enquiries, or enforcement proceedings are pending or threatened; and there are no circumstances likely to give rise to any such investigation, enquiry or enforcement proceedings.

6.7

Each Group Company is conducting, and has during the past five (5) years conducted, the Business in compliance with Environmental Law and none of the Sellers nor any Group Company has received any written notice of any civil, criminal, regulatory or administrative action, claim, investigation or other proceeding or suit relating to Environmental Law. So far as the Management Sellers are aware, there are no proceedings or actions by any Environmental Authority or by any other person, entity or governmental authority pending against any Group Company under any Environmental Law.

7.

Licences

7.1

All regulatory and commercial licences, consents, permits and other authorisations required to be obtained (including with respect to the carrying on of its business) by each Group Company (the “ Licences ”) are in full force and effect. None of the Licences will expire within the next twenty‑four (24) months and, so far as the Management Sellers are aware, no material expenditure is or will be required to comply with, maintain or obtain the renewal of any Licence.

7.2

The direct or indirect change of control of the Group Companies pursuant to the sale and purchase of the Shares will not result in the suspension, cancellation, variation, revocation, termination or non-renewal of any Licence or give rise to a right to suspend, cancel, vary, revoke, terminate or not renew any Licence.

8.

Ownership of Assets, Facilities and Services

8.1

All fixed or tangible assets used by any Group Company for or in connection with its business, or which are required for the continuation of the Business both as it is currently conducted and as it has been conducted in the twelve (12) months prior to the date of this Agreement are solely legally and beneficially owned by a Group Company with good and full title and all rights attaching to them and are free from all Encumbrances.

8.2

All assets referred to in paragraph 8.1 are included in the Accounts, except for any asset acquired, sold, realised or applied in the ordinary course of business since the Accounts Date.  

Each asset referred to in paragraph  8.1 capable of possession is in the possession or under the control of a Group Company.

8.3

The assets, facilities and services to which each Group Company has a contractual right include all the assets, facilities and services necessary for the operation of the Business in the same manner as it has been carried on during the twelve (12) months prior to the date of this Agreement.

9.

Finance Arrangements

9.1

The name and address of each bank with which each Group Company maintains a bank account together with complete and accurate details of each account and all authorities, mandates, standing orders and direct debits) are set out in the Disclosure Letter or otherwise contained in folders 1.2.4 and 1.2.5 of the Data Room.

9.2

Complete and accurate details of all overdraft facilities of each Group Company and a complete and accurate list of all agreements or arrangements in respect of or providing for monies borrowed by a Group Company (including the amounts of all borrowings) are set out in the Disclosure Letter or otherwise contained in folders 1.2.4 and 1.2.5 of the Data Room.

9.3

Other than with respect to ordinary course trade payables not in excess of US$50,000, t here are no debts owing by any Group Company which are outstanding and due and remain unpaid. No demand or notice to repay has been received under, and, so far as the Management Sellers are aware, no event has occurred or been alleged which is, or which may become or result in, an event of default, an early repayment or a breach of the terms of or under any borrowing or financial facility of any Group Company and no change in the direct or indirect control of any Group Company will or could under the terms of such facilities result in such an event of default, early repayment or breach.

9.4

No Group Company has lent or agreed to lend any money which has not been repaid to it when due and there are no debts owing to any Group Company other than debts that have arisen in respect of trading and in the ordinary course of business.

9.5

No indebtedness (actual or contingent) and no contract or arrangement is outstanding between any Group Company or any Connected Person of such a member.

10.

Grants and Allowances

11.

Powers of Attorney

12.

Insurance

12.3

No Group Company has any individual insurance claims in excess of US$100,000 outstanding under any of the policies .

13.

Insolvency

14.

Intellectual Property

14.1

Documents 10.16, 10.17 and 10.18 in the Data Room accurately identify:

(a)

each Business Domain Name, and each Registered Business IP Right and each Business Social Media Account;

(b)

the jurisdiction in which each Registered Business IP Right has been granted, issued, registered or filed for, and the applicable application, registration or serial number;

(c)

any other person that has an ownership interest in the relevant Business Domain Name or Registered Business IP Right and the nature of such ownership interest; and

(d)

each Business Product that embodies, utilises or is based upon or derived from (or, with respect to new products, that is expected to embody, utilize or be based upon or derived from) a Business Domain Name or Registered Business IP Right.

filings, payments, and other actions required to be made or taken to maintain each Registered Business IP Right and each Business Domain Name in full force and effect have been made by the applicable deadline.

14.11

Document 10.15.4 in the Data Room accurately identifies:

(a)

each item of Open Source Code that is contained in, linked to, distributed with, or used in the development of any Business Products or Business Owned Software or from which any part of any Business Product or Business Owned Software is derived;

(b)

the applicable license terms for each such item of Open Source Code;

(c)

the Business Product(s) or Business Owned Software to which each such item of Open Source Code relates; and

(d)

whether the Open Source Code is used, modified or distributed by any of the Group Companies.

in which such Open Source Code is contained in, derived from, linked to, or distributed with, the relevant Business Product or Business Owned Software:

(a)

impose a requirement as a condition of use, modification or distribution of such Open Source Code that the relevant Business Product or Business Owned Software or any part thereof (1) be disclosed, licensed or distributed in Source Code form, (2) be licensed for the purpose of making modifications or derivative works or (3) be redistributable at no charge; or

(b)

otherwise impose any other limitation, restriction or condition on the right or ability of any of the Group Companies to use or distribute any Business Product or Business Owned Software.

14.14

So far as the Management Sellers are aware, no Business Owned Software and no other Business Software contains any Harmful Code.

modify, create derivative works of, distribute, exclusively and non-exclusively license, and dispose of, all Intellectual Property Rights, including Business IP, needed to conduct the Business as currently conducted.  None of the Group Companies requires any Intellectual Property Rights other than the Intellectual Property Rights owned or licensed in by it in order to conduct its Business as currently conducted.

(a)

no action, filing, or payment must be taken or made on or before the date that is 120 days after the date of this Agreement in order to maintain each item of Registered Business IP Right in full force and effect, including the payment of any registration fee, maintenance fee, renewal fee, annuity fee and Tax of the filing of any document, application or certificate for the purposes of obtaining, maintaining, perfecting, preserving or renewing any Registered Business IP Right; and

(b)

no interference, opposition, reissue, re-examination, or other action of any nature is or has been pending or threatened, in which the scope, validity, or enforceability of any Business Owned IP is being, has been, or could be expected to be contested or challenged. So far as the Management Sellers are aware, there is no basis for a claim that any Business Owned IP is invalid or unenforceable.

14.23

The documents contained in folders 10.5, 10.14 and 10.19 of the Data Room accurately identify:

(a)