Exhibit (E)

Virtual Stock Program

Exhibit 1.4(a)

Virtual Stock Program assumption agreements

Exhibit 1.7(b)

PLT Agreement termination agreement

Exhibit 3.1

Financial definitions

Exhibit 3.5

Calculation principles of the estimated Share Purchase Price

Exhibit 3.6(b)

Individuals relevant for Freelancer Conversions

Exhibit 3.7

Escrow Agreement

Exhibit 5.1(a)

Form of IP transfer agreement with Seller 1, Seller 2 and Seller 3

Exhibit 5.4

Draft of Closing Memorandum

Exhibit 5.4(a)

New service/employment agreements for Sellers 1 through 3

Exhibit 5.4(b)

Management changes

Exhibit 6.1

Sellers' Warranties

Annex 3.1

Intland Group chart

Annex 3.8

Disclosure enterprise agreements and similar arrangements

Annex 5.1

Financial Statements

Annex 5.2

Disclosure audit certificates

Annex 6

List of bank accounts

Annex 10.2

Lease Agreements

Annex 11.1

Intland Group Software

Annex 11. 2(1)

Registered IP Rights

Annex 11.2(2)

Licensed OSS

Annex 11.2(3)

Licensed IP Rights

Annex 11.4(1)

Contributors to the development of Intland Group Software

Annex 11.4(2)

Third parties with outstanding confirmatory IP agreements

Annex 11.13

Material Know-How and protection

Annex 13.2

Material Contracts

Annex 13.4(1)

Details Funded R&D Agreements

Annex 13.4(2)

Funded R&D Developments not integrated into standard software

Annex 14.1(1)

Key Customers

Annex 14.1(2)

Disclosure invoicing

Annex 15.1

Existing Insurances

Annex 17.1

Employees

Annex 17.2

Freelancers

Annex 17.3

Disclosure termination of employment/service

Annex 17.4

Disclosure bonuses with regard to the Transaction

Annex 17.7

Disclosure plans and programs for additional payments to Employees/Freelancers

Annex 23

Disclosure activities since 1 January 2022 outside the Ordinary Course of Business

Exhibit  6.2(1)

Persons relevant for Sellers' Best Knowledge

Exhibit  6.2(2)

Inquiry persons

Exhibit 7.3(g)

Purchaser deal team

Exhibit 8.2(a)

Draft W&I Insurance

Exhibit 10.2(a)

Tax Filings

Exhibit 10.2(e)

Tax Rulings

Exhibit 11.1(c)(ii)

Permitted matters

Exhibit 13.1

Non-Disclosure Agreement

(A)

The Targets are German companies, active in the business area of enabling digital transformation by simplifying software-driven product development at scale, in particular by providing application lifecycle management (ALM) solutions.

(B)

Seller 1, Seller 2 and Seller 3 are the sole shareholders of Intland Software. Seller 4 is the sole shareholder of Eger Invest.

(C)

The Purchaser and Purchaser's group are a globally operating computer software and services company.

(D)

On 25 October 2021, Seller 1, Seller 2 and Seller 3 entered into share donation and transfer agreements (Anteilsschenkungs- und Abtretungsverträge), notarial deed of the notary Susanne Haubold, Stuttgart, deed roll no. 1181/2021, whereby, inter alia, the relevant portion of Seller 3 Intland Software Shares was transferred from Seller 1 (1,625 shares in Intland Software with consecutive numbers 11,378 to 13,002) and Seller 2 (1,300 shares in Intland Software with consecutive numbers 24,703 to 26,002) by way of donation to Seller 3 and Seller 3 agreed to the following encumbrances and granted the following rights relating to the Seller 3 Intland Software Shares:

(a)

All Seller 3 Intland Software Shares have been transferred by Seller 1 and Seller 2 to Seller 3 subject to a condition subsequent (auflösende Bedingung) that a re-transfer right (Rückübertragungsrecht) may be exercised by Seller 1 and/or Seller 2 ("Re-Transfer Right");

(b)

A portion of the Seller 3 Intland Software Shares transferred by Seller 2 to Seller 3 (650 shares in Intland Software with consecutive numbers 24,703 to 25,352) is subject to a usufruct right (Nießbrauchsrecht) for the benefit of Seller 2 (the "Usufruct Right").

(E)

Intland Software and Seller 4 have established virtual stock programs the details of which are described in Exhibit (E) ("Virtual Stock Program"). The Closing of this Agreement will trigger certain payment claims of the beneficiaries under the Virtual Stock Program (such beneficiaries "VSOP Beneficiaries" and such payments "VSOP Payments"). The VSOP Beneficiaries are also listed in Exhibit (E). According to the understanding of the Parties, the VSOP Payments will be economically borne by the Sellers and the Sellers have assumed certain obligations of Intland Software towards the VSOP Beneficiaries pursuant to the Virtual Stock Program with debt discharging effect (mit schuldbefreiender Wirkung) pursuant to respective agreements prior to the Signing Date.

(F)

The Sellers and the Purchaser have agreed that the Sellers sell and transfer all shares in the Targets to the Purchaser (the "Transaction") subject to the terms and conditions of this Agreement.

1.

Current Status

1.1

Targets

(a)

Intland Software is a German limited liability company (GmbH). The current articles of association of Intland Software dated 25 October 2021 are in full force and effect as of the date hereof. No resolution for the amendment of the articles of association has been adopted, and no filings with the commercial register are pending. The share capital of Intland Software amounts to EUR 26,000.00 and is divided into 26,000 shares in the nominal amount of EUR 1.00 each.

(b)

Eger Invest is a German limited liability company (GmbH). The current articles of association of Eger Invest dated 18 December 2020 are in full force and effect as of the date hereof. No resolution for the amendment of the articles of association has been adopted, and no filings with the commercial register are pending. The share capital of Eger Invest amounts to EUR 25,000.00 and is divided into one share in the nominal amount of EUR 25,000.00.

1.2

Sale Shares

1.3

Waiver of Usufruct Right and Re-Transfer Right

(a)

Seller 1 and Seller 2 hereby irrevocably and unconditionally waive their respective Re-Transfer Right with immediate effect and Seller 3 hereby accepts such waiver and Sellers acknowledge that the Seller 3 Intland Software Shares are henceforth not subject to a condition subsequent (auflösende Bedingung) and accordingly no longer subject to the Re-Transfer Right.

(b)

Seller 2 hereby irrevocably and unconditionally waives his Usufruct Right with immediate effect and Seller 3 hereby accepts such waiver.

1.4

Virtual Stock Program

(a)

By written statements dated 17 April 2022, copies of which are attached as Exhibit 1.4(a) for evidence purposes only, the Sellers 1 through 3 have, upon request of the Purchaser, assumed as joint and several debtors, and have obtained the consent of the respective VSOP Beneficiary in relation thereto, certain rights and obligations of Intland Software towards the VSOP Beneficiaries under the Virtual Stock Program with debt discharging effect (mit schuldbefreiender Wirkung) for Intland Software such that Intland Software does no longer have any obligations under (or rights in relation to) the Virtual Stock Program (the "Assumption Agreements").

(b)

Whenever a payment to the VSOP Beneficiaries under the Virtual Stock Program (as assumed by Sellers and amended by the Assumption Agreements) becomes due, the Sellers, shall without undue delay provide Intland Software or, to the extent applicable, the relevant Subsidiary with the information about the gross amount payable to each VSOP Beneficiary. Thereafter, Intland Software or, to the extent applicable, the relevant Subsidiary shall without undue delay provide the Sellers with the information about the amounts of the applicable wage tax and/or social security contributions (employees' and employer's shares) payable to the competent authorities with respect to each VSOP Beneficiary ("Tax Amount"). Then, the Sellers shall pay to Intland Software or, to the extent applicable, the relevant Subsidiary the relevant Tax Amount (as calculated by Intland Software or the Subsidiary (as applicable)) upon request by Purchaser, but no earlier than five (5) Business Days before the due date of the relevant Tax. After the receipt of such Tax Amounts, Intland Software and, to the extent applicable, the relevant Subsidiary shall pay the relevant Tax Amounts to the competent Tax Authorities. The Sellers shall be entitled to pay to Intland Software and, to the extent applicable, the relevant Subsidiary, with respect to all or individual VSOP Beneficiaries, also the balance of the gross amounts payable to these VSOP Beneficiaries (i.e. less the respective Tax Amounts), in which case Intland Software and, to the extent applicable, the relevant Subsidiary, acting as paying agent (Zahlstelle) on behalf and for account of the Sellers, shall procure that such amounts are paid to the respective VSOP Beneficiaries. The Sellers and – after Closing the Purchaser – shall procure that Intland Software and, to the extent applicable, the relevant Subsidiary fulfills their obligations under this Section 1.4.

(c)

Subject to the occurrence of Closing, if and to the extent the Targets are subject to Tax in an amount beyond the sum of all Tax Amounts under or in connection with the Virtual Stock Program (e.g. as a result of a later Tax audit) the Sellers as several debtors (als Teilschuldner) shall indemnify the Purchaser accordingly. Sections 10.6, 10.7 (with the exception of Section 10.7(c) and 10.7(d)), 10.10, 10.11 and 10.12 shall apply accordingly with respect to such Taxes.

1.5

The Targets' Subsidiaries

(a)

100% of the shares in the nominal amount of HUF 3,000,000 in Intland Software Korlátolt Felelősségű Társaság, a company duly established and existing under Hungarian law, maintaining its principal place of business at Jókai utca 6, 1066 Budapest, Hungary, registered with the commercial register of the Company Registry Court of Budapest Capital Regional Court (in Hungarian: Fővárosi Törvényszék Cégbírósága) under Cg.01-09-339668 ("Intland Software KFT");

(b)

99% of the shares in the nominal amount of HUF 99,000 in Intland Cloud Services Betéti Társaság, a company duly established and existing under Hungarian law, maintaining its principal place of business at Jókai utca 6, 1066 Budapest, Hungary, registered with the commercial register of the Company Registry Court of Budapest Capital Regional Court (in Hungarian: Fővárosi Törvényszék Cégbírósága) under Cg.01-06-796349 ("Intland Cloud BT");

(c)

99% of the shares in the nominal amount of HUF 99,000 in Intland Solutions Betéti Társaság, a company duly established and existing under Hungarian law, maintaining its principal place of business at Jókai utca 6, 1066 Budapest, Hungary, registered with the commercial register of the Company Registry Court of Budapest Capital Regional Court (in Hungarian: Fővárosi Törvényszék Cégbírósága) under Cg.01-06-796350 ("Intland Solutions BT");

(d)

99% of the shares in the nominal amount of HUF 99,000 in Intland Software Development Betéti Társaság, a company duly established and existing under Hungarian law, maintaining its principal place of business at Jókai utca 6, 1066 Budapest, Hungary, registered with the commercial register of the Company Registry Court of Budapest Capital Regional Court (in Hungarian: Fővárosi Törvényszék Cégbírósága) under Cg.01-06-796351 ("Intland Software Development BT");

(e)

99% of the shares in the nominal amount of HUF 99,000 in Intland Retina Betéti Társaság, a company duly established and existing under Hungarian law, maintaining its principal place of business at Jókai utca 6, 1066 Budapest, Hungary, registered with the commercial register of the Company Registry Court of Budapest Capital Regional Court (in Hungarian: Fővárosi Törvényszék Cégbírósága) under Cg.01-06-794507 ("Intland Retina BT");

(f)

99% of the shares in the nominal amount of HUF 99,000 in Intland Professional Services Betéti Társaság, a company duly established and existing under Hungarian law, maintaining its principal place of business at Jókai utca 6, 1066 Budapest, Hungary, registered with the commercial register of the Company Registry Court of Budapest Capital Regional Court (in Hungarian: Fővárosi Törvényszék Cégbírósága) under Cg.01-06-794506 ("Intland Professional Services BT");

1.6

Seller 4 Profit Transfer Agreement

1.7

Termination of PLT Agreement

(a)

Pursuant to § 5 para. 4 of the PLT Agreement, the PLT Agreement may be terminated by Seller 4 for good cause (aus wichtigem Grund) if Seller 4 no longer holds the majority of voting rights in Eger Invest.

(b)

On the Scheduled Closing Date, Seller 4 and Eger Invest shall enter into a termination agreement (Aufhebungsvertrag) regarding the PLT Agreement substantially in the form as attached hereto as Exhibit 1.7(b) with effect as of the end of the Short Fiscal Year and in addition, as a matter of precaution, Seller 4 shall give notice of termination to Eger

Invest with regard to the PLT Agreement for cause (aus wichtigem Grund kündigen) with immediate effect as soon as reasonably practical after the Effective Date.

(c)

On the Scheduled Closing Date at the latest, Seller 4 shall adopt in notarially recorded form a resolution of the shareholders' meeting of Eger Invest, and the partners of Seller 4 shall adopt a resolution of the partners' meeting of Seller 4 each approving the termination of the PLT Agreement.

(d)

Eger Invest shall effect the registration of the termination of the PLT Agreement with the competent commercial register of Eger Invest without undue delay (unverzüglich) after the end of the Short Fiscal Year.

1.8

Fiscal Year of Eger Invest

(a)

Eger Invest shall apply for the approval of the Tax Authorities for the change of the fiscal year of Eger Invest required for the fulfilment of the Closing Conditions pursuant to Sections 5.1(b) and 5.1(c);

(b)

Seller 4 shall adopt the shareholder's resolution required in this context and file the documentation required for this purpose with the competent commercial register for registration as soon as reasonably practical after approval of the Tax Authorities pursuant to Section 5.1(b).

1.9

Preparation of Eger HGB Financial Statements

(a)

Purchaser shall procure that

(i)

Eger Invest, within sixty (60) Business Days after the Effective Date, (i) prepares (aufstellen) annual financial statements for the Short Fiscal Year in accordance with HGB and German GAAP (Grundsätze ordnungsmäßiger Buchführung und Bilanzierung) complying with the principle of accounting and valuation consistency (Bilanzierungs- und Bewertungskontinuität) (the "HGB Financial Statements"), and (ii) delivers the HGB Financial Statements to the Parties;

(ii)

(x) Sellers and their advisors are fully involved in, and receive access to all documents and information reasonably relevant in connection with, the preparation of the HGB Financial Statements and (y) any comments of Sellers to drafts of the HGB Financial Statements are included into the HGB Financial Statements by Eger Invest (unless and to the extent at variance with applicable law);

(iii)

the HGB Financial Statements are approved (festgestellt) and delivered to Sellers without undue delay (unverzüglich), but in no event later than five (5) Business Days after completion of the process according to Section 1.9(a)(i) and (ii).

(b)

All costs related to the preparation of the HGB Financial Statements shall be borne by Eger Invest.

1.10

Settlement of PLT Agreement

(a)

The amount of the claim, if any, of Seller 4 against Eger Invest under the PLT Agreement for the transfer of profits of Eger Invest for the current fiscal year until the Effective Date ("Profit Transfer Claim") or of the claim, if any, of Eger Invest for loss compensation for losses of Eger Invest for the current fiscal year until the Effective Date ("Loss Compensation Claim") shall be determined on the basis of the HGB Financial Statements.

(b)

The Profit Transfer Claim or Loss Compensation Claim, whichever is applicable, shall be settled (i) by way of preliminary payment on the Scheduled Closing Date pursuant to Section 3.9 and (ii) by way of adjustment payment based on the HGB Financial Statements pursuant to Section 4.7 below.

(c)

For the avoidance of doubt, any amount still owed by Eger Invest to Seller 4 according to Section 4.7(a) ("Profit Transfer Excess Amount") will be considered as Debt in the Closing Statements, and any amount still owed by Seller 4 to Eger Invest according to Section 4.7(b) ("Loss Compensation Excess Amount") will be considered as Cash in the Closing Statements, in each case in the amount shown in the HGB Financial Statements and provided that such amounts may not be challenged under this Agreement and the HGB Financial Statements as approved in accordance with Section 1.9(a)(iii) shall be final and binding for purposes of the settlement of the PLT Agreement.

1.11

Further Due Consummation of PLT Agreement

(a)

From the Transfer Date, Purchaser shall procure that the PLT Agreement will be duly consummated (durchgeführt) with respect to the time period until the end of the Short Fiscal Year. If and to the extent it turns out that the financial statements of Eger Invest for any fiscal year ending on or prior to the Effective Date are in breach of any mandatory provisions of HGB or German GAAP (Grundsätze ordnungsmäßiger Buchführung und Bilanzierung), and that

(i)

higher profit transfer obligations or lower loss compensation claims would have to be shown in the annual financial statements of Eger Invest for the relevant fiscal year if no such breach had occurred, Purchaser shall procure that Eger Invest (a) pays without undue delay (unverzüglich) any additional profits to be transferred or, if applicable, (b) repays any excess loss compensation amount to Seller 4 under the PLT Agreement; or

(ii)

lower profit transfer obligations or higher loss compensation claims would have to be shown in the annual financial statements of Eger Invest for the relevant fiscal year if no such breach had occurred, Seller 4 shall (a) repay any excess amounts received or, if applicable, (b) compensate additional losses under the PLT Agreement,

(b)

In case of any amount to be paid in accordance with Section 1.11(a)(i) by Eger Invest, and provided that such amount has not already reduced the Final Share Purchase Price, Seller 4 shall pay an amount equal to such amount to Purchaser. In case of any amount to be paid in accordance with Section 1.11(a)(ii) by Seller 4, and provided that such amount has not already increased the Final Share Purchase Price, Purchaser shall pay an amount equal to such amount to Seller 4. Any such payments shall be treated as a reduction or an increase of the Final Share Purchase Price, as the case may be.

1.12

Relationship between Sellers and Purchaser

(a)

Notwithstanding Section 1.11 which shall prevail, Purchaser shall not, and shall procure that, as from the Effective Date, neither Eger Invest nor any other Affiliate of Purchaser will, (i) assert any claims against any Seller and any of their Affiliates arising out of or in connection with the PLT Agreement or its termination except for claims specifically provided for in Sections 1.6 through 1.12 or (ii) challenge or change any financial statements of Eger Invest for fiscal years ending on or prior to the Effective Date.

(b)

If and to the extent Section 1.12(a) has not been observed (regardless of whether Eger Invest was legally required to assert further claims against Sellers or not), Purchaser shall indemnify (freistellen) the Sellers and their Affiliates from any liability and obligation vis-à-vis Eger Invest, Purchaser or any of their Affiliates and from any costs and expenses (including legal fees and disbursements) arising out of or in connection with the PLT Agreement or its termination except for claims specifically provided for in Sections 1.6 through 1.12.

(c)

Purchaser shall indemnify (freistellen) Sellers and their Affiliates from any claims of creditors of Eger Invest for provision of security (Sicherheitsleistung) in connection with the termination of the PLT Agreement pursuant to Section 303 AktG and any claims asserted by a creditor against a Seller or any of their Affiliates on the basis of a security provided to such creditor.

(d)

The obligations of Purchaser pursuant to this Section 1.12 constitute a contract for the benefit of third parties (echter Vertrag zugunsten Dritter) for the benefit of each relevant Seller and any of their Affiliates.

(e)

This Section 1.12 shall neither limit nor prejudice any claims Purchaser may have in relation to (i) a Warranty Breach, (ii) breach of a Tax Warranty or (iii) the Tax Indemnity according to Section 10.4, unless and to the extent Purchaser is in breach of its obligations under Sections 1.6 through 1.12.

2.

Sale and Transfer of Shares

2.1

Sale and Transfer of the Intland Software Shares and the Eger Invest Share

(a)

Sale and Transfer of the Seller 1 Intland Software Shares

(b)

Sale and Transfer of the Seller 2 Intland Software Shares

(c)

Sale and Transfer of the Seller 3 Intland Software Shares

(d)

Sale of the Eger Invest Share

(e)

Condition for Transfer

(f)

Power of Attorney

(i)

Sellers hereby grant to Purchaser, to the extent permissible by law, an unlimited power to represent Sellers in and with respect to any shareholder matters resulting from or in connection with Intland Software respectively Eger Invest, in particular, without limitation, to participate and vote in the shareholders’ meetings of Intland Software respectively Eger Invest; and

(ii)

Sellers hereby undertake not to exercise any of their respective rights arising out of or in connection with the Sale Shares (in particular not to exercise their voting rights), unless required for the consummation of this Agreement or instructed accordingly in writing by Purchaser.

2.2

Effective Date and Transfer Date

2.3

Ancillary Rights

2.4

Consents

(a)

Intland Software

(b)

Eger Invest

(c)

Prenuptial agreements

3.

Transaction Consideration and Payments

3.1

Definitions

"Working Capital Target"

shall mean an amount of EUR minus 1,619,000.00.

"Transaction Expenses"

shall mean (i) unpaid fees and expenses of financial advisors, legal counsel and other advisors acting on behalf of the Sellers and (ii) any amounts payable under any bonus or similar arrangements (including virtual option schemes other than under the Virtual Stock Program) currently in effect at any company of Intland Group for the benefit of any Freelancer or Employee under which certain rights

may be triggered as a result of the Transaction (including any employment Taxes which have not been deducted from the gross amount due and are not recoverable from the beneficiary of the payment, such as e.g. the employer share of social security contributions), in each case incurred as a consequence of this Transaction by any company of Intland Group and not otherwise addressed in this Agreement.

3.2

Share Purchase Price

(a)

plus

(i)

Cash; and

(ii)

the balancing amount, if any, by which the Working Capital exceeds the Working Capital Target;

(b)

minus

(i)

Debt; and

(ii)

the balancing amount, if any, by which the Working Capital falls short of the Working Capital Target; and

(iii)

Transaction Expenses.

3.3

VAT; Transfer Taxes; Withholding

(a)

The Parties have the common understanding that the sale and transfer of the Sale Shares pursuant to this Agreement will not trigger VAT. The Sellers irrevocably undertake not to opt for VAT with respect to the sale and transfer of the Sale Shares pursuant to Section 9 para. (1) German VAT Act (Umsatzsteuergesetz). If and to the extent VAT is triggered due to an option for VAT pursuant to Section 9 para. (1) German VAT Act exercised by the Sellers, such VAT is to be borne by the Sellers, does not have to be paid by the Purchaser to the Sellers in addition to the Share Purchase Price, and the Sellers will indemnify the Purchaser correspondingly in case of a reverse charge scenario. If and to the extent that, contrary to the Parties' common understanding and for other reasons than an option for VAT pursuant to Section 9 para. (1) German VAT Act exercised by the Sellers, the execution and/or consummation of this Agreement is subject to VAT, such VAT shall be borne by Purchaser, and shall be additionally paid by Purchaser to Sellers within fifteen (15) Business Days after receipt of an invoice from the relevant Sellers which complies with applicable VAT laws. In this regard, it is however the common

understanding of the Parties that the Sellers 1 through 3 do not qualify as entrepreneurs for VAT purposes.

(b)

Any Transfer Tax triggered as a consequence of the execution and/or consummation of this Agreement shall be borne by Purchaser.

(c)

If any withholding of whatever nature is due on any payments to be made by Purchaser under this Agreement to the Sellers, then Purchaser shall make the necessary gross-up payments to leave Sellers with an amount equal to the payment which would have been due if no withholding had been required.

(d)

Claims under this Section 3.3 shall become time-barred six (6) months after the expiration of the applicable limitation period of the relevant Tax.

3.4

Conduct of Business in the Ordinary Course

(a)

From the date hereof until the Effective Date and subject to Section 11, the Sellers shall ensure that any company of Intland Group maintains its owned and leased properties and assets in accordance with its historical maintenance practices and carry on its business substantially in the same manner as heretofore, including without limitation maintaining price levels, inventory levels, mix of inventory, accounts payable levels and payment schedules, and receivables aging materially consistent with the past practices of their respective businesses ("Ordinary Course of Business").

(b)

In the event that any (i) sale and lease-back transactions by a company of Intland Group, (ii) sale of material assets outside the Ordinary Course of Business for an aggregate purchase price in excess of EUR 100,000 or (iii) similar scheme which appears artificial and solely designed to increase the Cash position of Intland Group has been implemented in the period between 31 December 2021 and the Effective Date not in accordance with the Ordinary Course of Business and to the extent the amount of Cash or the amount of Working Capital have been increased thereby or the amount of Debt has been decreased thereby, such increase of Cash or Working Capital respectively decrease of Debt as of the Effective Date shall be eliminated for purposes of the calculation set forth in Section 3.2 above. Any other rights of the Purchaser under this Agreement with regard to Section 3.4(a) shall not be affected.

3.5

Estimated Share Purchase Price

3.6

Purchase Price Holdback

(a)

The Purchase Price Holdback shall serve as non-exclusive aggregate security for any claims of Purchaser under Section 7.5(a)(i) with respect to any outstanding Freelancer Conversion (as defined below).

(b)

A "Freelancer Conversion" shall mean the execution of an employment agreement with any Intland Group entity by any 15 individuals out of the individuals listed in Exhibit 3.6(b), provided that each such execution of an employment agreement with any Intland Group entity by each such individual shall correspond to a portion of USD 30,000 of the overall Purchase Price Holdback.

(c)

Each Freelancer Conversion as notified to Purchaser (e-mail with a scan copy of the executed agreement to jkateman@ptc.com shall suffice) shall trigger a (partial) release of the respective portion of the Purchase Price Holdback. Such release shall be due for payment by the Purchaser to the Sellers onto the respective bank accounts pursuant to Section 3.9(a)(i) through (iv) at the end of the calendar month following any Freelancer Conversion, however not earlier than at the Closing Date, and be split among Sellers pursuant to Section 3.8.

(d)

Any remaining portion of the Purchase Price Holdback which has not been released (and is not due for release) to Sellers 6 months after the Effective Date, shall finally reduce the Share Purchase Price and shall no longer be payable to Sellers.

3.7

Escrow Amount

3.8

Split of the Share Purchase Price between the Sellers

3.9

Payments on Closing

(a)

The Purchaser shall effect the following payments on the Scheduled Closing Date ("Closing Payments"):

(i)

Purchaser shall pay to Seller 1 an amount calculated on the basis of the Seller 1 Entitlement in the amount of the Estimated Share Purchase Price minus the Escrow Amount minus the Purchase Price Holdback ("Seller 1 Closing Payment") by wire transfer of funds to Seller 1’s account notified pursuant to Section 3.9(b);

(ii)

Purchaser shall pay to Seller 2 an amount calculated on the basis of the Seller 2 Entitlement in the amount of the Estimated Share Purchase Price minus the Escrow Amount minus the Purchase Price Holdback ("Seller 2 Closing Payment") by wire transfer of funds to Seller 2's account notified pursuant to Section 3.9(b);

(iii)

Purchaser shall pay to Seller 3 an amount calculated on the basis of the Seller 3 Entitlement in the amount of the Estimated Share Purchase Price minus the Escrow Amount minus the Purchase Price Holdback ("Seller 3 Closing Payment") by wire transfer of funds to Seller 3's account notified pursuant to Section 3.9(b);

(iv)

Purchaser shall pay to Seller 4 an amount calculated on the basis of the Seller 4 Entitlement in the amount of the Estimated Share Purchase Price minus the Escrow Amount minus the Purchase Price Holdback ("Seller 4 Closing Payment") by wire transfer of funds to Seller 4's account notified pursuant to Section 3.9(b);

(v)

Purchaser shall pay to the Escrow Agent an amount equal to the Escrow Amount by wire transfer of funds to Escrow Agent's account, as notified by the Escrow Agent.

(b)

Sellers shall notify Purchaser and the acting notary (for purposes of the Escrow Agreement) of their above mentioned accounts by giving notice at least five (5) Business Days prior to the Scheduled Closing Date.

(c)

If pursuant to Section 3.5 a preliminary Profit Transfer Claim ("Preliminary Profit Transfer Claim") has been estimated when calculating the Estimated Share Purchase Price as agreed between the Parties, Seller 4 shall procure that Eger Invest pays to Seller 4 on the Scheduled Closing Date in cash an amount equal to the Preliminary Profit Transfer Claim minus any amount paid on account of such Preliminary Profit Transfer Claim by Eger Invest to Seller 4 prior to the Scheduled Closing Date (if any).

(d)

If pursuant to Section 3.5 a preliminary Loss Compensation Claim ("Preliminary Loss Compensation Claim") has been estimated when calculating the Estimated Share Purchase Price as agreed between the Parties, Seller 4 shall pay to Eger Invest on the Scheduled Closing Date in cash an amount equal to the Preliminary Loss Compensation Claim minus any amount paid on account of such Preliminary Loss Compensation Claim by Seller 4 to Eger Invest prior to the Scheduled Closing Date (if any).

3.10

Conversion of Euro into US$

3.11

Final Share Purchase Price

3.12

Purchase Price Allocation

4.

Closing Statements

4.1

Preparation of Closing Statements

(a)

complying with the principle of accounting and valuation consistency (Bilanzierungs- und Bewertungskontinuität), in particular by applying the same valuation criteria (Bewertungskriterien), depreciation principles (Abschreibungsgrundsätze) and election rights (Wahlrechte) as consistently applied by Intland Group, which shall in any event (i.e. even if not in accordance with mandatory legal requirements) prevail over lit. (b) below; and

(b)

applying the applicable rules of HGB and German GAAP (Grundsätze ordnungsmäßiger Buchführung und Bilanzierung), respectively Hungarian GAAP as regards the Hungarian Subsidiaries.

4.2

Delivery of Purchaser's Closing Statements

4.3

Objections of Sellers

4.4

Further Procedure in Case of Objections

4.5

Final Closing Statements

(a)

If Sellers do not give an Objection Notice during the Objection Period or Sellers notify Purchaser that they have no objection to the Purchaser's Closing Statements they will become final and binding on Purchaser and Sellers for the purpose of this Agreement on the earlier of the date of such notice or the expiry of the Objection Period.

(b)

If Sellers give an Objection Notice under Section 4.3, the Closing Statements shall become final and binding on Purchaser and Sellers for the purpose of this Agreement on the earlier of either:

(i)

the day on which Purchaser and Sellers resolve all contentious matters raised in the Objection Notice amongst themselves; or

(ii)

the day on which the Expert delivers his decision regarding the contentious matters.

4.6

Adjustment of the Share Purchase Price

(a)

if the Final Share Purchase Price is higher than the Estimated Share Purchase Price, Purchaser shall pay the Balancing Amount (the "Upward Adjustment") to Sellers whereby any such payment shall be split between the Sellers according to the table set forth in Section 3.8;

(b)

if the Final Share Purchase Price is lower than the Estimated Share Purchase Price, the Sellers as several debtors (Teilschuldner) shall pay the Balancing Amount (the "Downward Adjustment") to Purchaser. Purchaser shall also be entitled, but not obliged to, to set off any Downward Adjustment against the Purchase Price Holdback, in which case the Purchase Price Holdback shall be reduced by such amount accordingly. The Purchaser shall also be entitled, but not obliged to, to demand a release of an amount equal to the Downward Adjustment to the Purchaser from the Escrow Amount and Sellers shall in such case issue a corresponding Release Instruction (as defined in the Escrow

Agreement), upon such release to Purchaser, Purchaser's claim on account of the Downward Adjustment shall be satisfied.

4.7

Payments after Final Determination of Profit Transfer Claim or Loss Compensation Claim

(a)

If on the basis of the HGB Financial Statements the Profit Transfer Claim exceeds the Preliminary Profit Transfer Claim and/or the Loss Compensation Claim falls short of the Preliminary Loss Compensation Claim, Purchaser shall procure that Eger Invest pays the excess and/or shortfall amount, whichever is applicable, together with any interest accrued under the PLT Agreement, to Seller 4.

(b)

If on the basis of the HGB Financial Statements the Profit Transfer Claim falls short of the Preliminary Profit Transfer Claim and/or the Loss Compensation Claim exceeds the Preliminary Loss Compensation Claim, Seller 4 shall pay the shortfall and/or excess amount, whichever is applicable, together with any interest accrued under the PLT Agreement, to Eger Invest.

4.8

Declarations by Sellers

5.

Closing

5.1

Closing Conditions

(a)

IP Transfer Agreements with Seller 1, Seller 2 and Seller 3

(b)

Consent by competent Tax Authorities

(c)

Change of fiscal year of Eger Invest

5.2

All Reasonable Best Efforts and Notification of Fulfilment of Closing Conditions

5.3

Withdrawal

(a)

In the event that any of the Closing Conditions has neither been fulfilled nor duly waived within six (6) months after the Signing Date, any Party may withdraw from this Agreement, provided that the non-fulfilment of the Closing Conditions is not based on a default by the withdrawing Party against its obligations in the Agreement.

(b)

The withdrawal by a Party must be declared in accordance with Section 16 to the relevant other Party/Parties. The withdrawal shall be deemed void and shall not have any effect if at the time when the notice is received by the respective other Party/Parties all relevant Closing Conditions have been either fulfilled or jointly waived. The effect of a withdrawal shall be limited to eliminating the obligations of the Parties to consummate this Agreement and shall not prejudice any claims the relevant Party/Parties may have on the basis of any circumstances relating to the non-fulfillment of any Closing Condition or otherwise. The provisions of this Section 5.3 and Sections 16 through 20 shall survive a withdrawal.

5.4

Closing

(a)

Intland Software and Seller 1, Seller 2 and Seller 3, respectively, shall enter into new service/employment agreements substantially in the form as attached as Exhibit 5.4(a);

(b)

Sellers and the respective companies of Intland Group shall effect the management changes described in Exhibit 5.4(b);

(c)

Seller 4 and Eger Invest shall execute the termination agreement regarding the termination of the PLT Agreement pursuant to Section 1.7(b);

(d)

Eger Invest shall pay to Seller 4 in cash an amount equal to the Preliminary Profit Transfer Claim (if any);

(e)

Seller 4 shall pay to Eger Invest in cash an amount equal to the Preliminary Loss Compensation Claim (if any);

(f)

Purchaser shall pay the Seller 1 Closing Payment in US$ to Seller 1 as set forth in Section 3.9(a)(i);

(g)

Purchaser shall pay the Seller 2 Closing Payment in US$ to Seller 2 as set forth in Section 3.9(a)(ii);

(h)

Purchaser shall pay the Seller 3 Closing Payment in US$ to Seller 3 as set forth in Section 3.9(a)(iii);

(i)

Purchaser shall pay the Seller 4 Closing Payment in US$ to Seller 4 as set forth in Section 3.9(a)(iv); and

(j)

Purchaser shall pay the Escrow Amount in US$ to the Escrow Agent as set forth in Section 3.9(a)(v).

5.5

Evidence of Transfer

6.

Representations and Warranties of Sellers

6.1

Representations and Warranties

(a)

The Sellers (i) as individual debtors (Einzelschuldner) to the extent a statement relates only to the individual relevant Seller or to the relevant Sale Shares sold by such relevant Seller and (ii) as partial debtors (Teilschuldner) in case of any other statement hereby represent and warrant to the Purchaser by way of an independent guarantee (selbständiges Garantieversprechen) pursuant to Section 311 (1) BGB within the scope and subject to the remedies and limitations set forth in this Agreement that the statements set forth in Exhibit 6.1 ("Sellers' Warranties") are correct on the Signing Date, unless a Sellers’ Warranty is explicitly made as of a different date, in which case such Sellers’ Warranty shall be correct only as of such different date. The Fundamental Warranties are also made as of the Closing Date. In the event that more than one Seller is liable under or in connection with this Agreement, the liability of each liable Seller shall be in proportion of the Share Purchase Price received by such Seller (i.e. liability of each Seller pro rata only). Sellers’ Warranties which are made to Sellers’ Best Knowledge are in any event solely made as of the Signing Date. Any information Fairly Disclosed in any Annex to this Agreement shall constitute a disclosure against all Sellers’ Warranties even if contained in an Annex that only refers to a specific Sellers’ Warranty. None of the Sellers Warranties is given in relation to any Tax matters and Purchaser shall not be entitled to claim any Losses in the form of Taxes based on a Warranty Breach.

(b)

No Sellers’ Warranty shall qualify as a quality agreement within the meaning of Section 434 (1) BGB (Beschaffenheitsvereinbarung) or as a guarantee of condition within the meaning of Sections 443, 444 BGB (Garantie für die Beschaffenheit der Sache).

(c)

The Sellers’ Warranties (other than the Fundamental Warranties) solely serve risk allocation purposes in accordance with the rights and remedies of Purchaser for an incorrectness of a Sellers’ Warranty pursuant to this Agreement and as a reference point and basis for the W&I Insurance in accordance with Section 8.2. The granting of the Sellers’ Warranties shall therefore not imply that Sellers have made any examinations or verifications of whatever nature with regard to the correctness of the Sellers’ Warranties or any Annex to the Sellers’ Warranties beyond any inquiry procedures explicitly set forth herein. The lack of any such examinations or verifications by Sellers shall, as such, in no event be regarded as acting in a fraudulent manner (arglistiges Verhalten).

6.2

Sellers' Best Knowledge

6.3

No other Warranties or Statements of Sellers

(a)

any projections, estimates or budgets delivered or made available to Purchaser, the Affiliates of Purchaser or their respective directors, employees, advisors or other representatives, or any future revenues, results of operations (or any component thereof), cash flows, financial condition (or any component thereof) or the future business of Intland Group.

(b)

unless set forth otherwise in this Agreement (including any Exhibits and Annexes), any other information or documents made available to Purchaser, the Affiliates of Purchaser or their respective directors, employees, advisors or other representatives with respect to the business of Intland Group in the transaction process.

7.

Remedies

7.1

Breach and Claim Procedure

(a)

The Purchaser shall notify the Sellers in writing in the event of any alleged breach of any of the Sellers' Warranties (a "Warranty Breach") as well as in the event of a breach of any obligation of Sellers under or in connection with this Agreement (other than under or in connection with Section 10) and of any indemnity claim under this Agreement (other than under Section 10), such as a claim under a Sellers’ Indemnity or under Section 11.3 (an "Other Agreement Breach" and collectively with the Warranty Breach each also a "Breach") (such notification the "Breach Notification"). The Breach Notification shall be made without undue delay, but in any case no later than fifteen (15) Business Days after the Purchaser gained actual knowledge of all relevant facts and circumstances of the alleged Breach, which shall be described in reasonable detail in the Breach Notification. The failure of the Purchaser to comply with sentences 1 and 2 of this Section 7.1(a) shall not exclude or limit the claims of the Purchaser under this Agreement unless and to the extent such failure has increased the Loss or otherwise materially prejudiced the Sellers to mitigate the damages.

(b)

Purchaser shall, and shall procure that Intland Group will, allow Sellers and their managing directors, employees, advisors and other representatives to investigate the matter or circumstance alleged to give rise to a notified Purchaser Claim. Purchaser shall, and shall procure that Intland Group will, give such information and assistance as may be reasonably required by Sellers or their managing directors, employees, advisors or other representatives in connection with their investigation, including reasonable access during normal business hours to Purchaser’s and Intland Group’s premises and personnel and the right to examine and copy or photograph any assets, accounts, documents and records, in order to enable the Sellers to fully assess the alleged Breach and the resulting Losses, except for any actions which would impair legal privilege of the Purchaser or any company of Intland Group.

7.2

Compensation

(a)

Subject to Section 8 hereof, in the event of a Warranty Breach, the relevant Seller(s) shall put Purchaser or, at Purchaser’s election, the relevant company of Intland Group into the position it would have been in if the Sellers’ Warranty had not been incorrect or the obligation of Sellers had not been breached (restitution in kind; Naturalrestitution). If and to the extent Sellers have not effected restitution in kind within thirty (30) Business Days after receipt of notice pursuant to Section 7.1, Purchaser shall solely be entitled to request from the relevant Seller(s) payment of damages (Schadensersatz in Geld) to Purchaser or, at Purchaser’s election, to the relevant company of Intland Group for the Losses incurred by Purchaser or the relevant company of Intland Group as a result of the incorrectness of the Sellers’ Warranty or the breach of the obligation of a Seller, as applicable. Sellers shall at any time be entitled to render payment of damages (Schadensersatz in Geld) instead of restitution in kind (Naturalrestitution). Warranty claims of Purchaser pursuant to this Section 7.2(a) shall be referred to as "Purchaser

Warranty Claims, claims based on an Other Agreement Breach shall be referred to as "Purchaser Other Agreement Claims " and collectively each also a "Purchaser Claim".

(b)

"Losses" shall mean damages (Schäden) within the meaning of Sections 249 et seqq. BGB which have been actually incurred by Purchaser or a company of Intland Group (calculated on a Euro-for-Euro basis) including reasonably foreseeable indirect damages (mittelbare Schäden) or reasonably foreseeable consequential damages (Folgeschäden) but excluding any (i) potential or actual reduction in value (Minderung) of the Sale Shares, Intland Group or its business, (ii) lost profits (entgangener Gewinn), (iii) losses caused by business interruption (Betriebsunterbrechungsschäden), (iv) Taxes, (v) internal administration and overhead costs, (vi) not reasonably foreseeable indirect damages (mittelbare Schäden) or not reasonably foreseeable consequential damages (Folgeschäden), (vii) frustrated expenses (vergebliche Aufwendungen) within the meaning of Section 284 BGB, and (viii) damages based on the allegation that the Final Share Purchase Price or any portion thereof has been calculated or determined based on incorrect assumptions or would otherwise have been different in the absence of the respective breach or non-fulfillment. In no event shall any valuation methods (e.g. multipliers) be taken into account in determining the amount of Losses or shall give rise to or increase any damages to be compensated by Sellers.

(c)

In the event of the incorrectness of a Sellers’ Warranty contained in Section 5 of Exhibit 6.1, the Losses shall equal the amount which is necessary to put the respective company of Intland Group in the position as if the Sellers’ Warranty had not been breached (filling of balance sheet, Bilanzauffüllung), provided that if the Sellers’ Warranty is breached because a provision for a certain matter has not been made at all, or not in the appropriate amount, Losses shall not exceed the difference between the actual (or reasonably expected) damage or detriment of the relevant company of Intland Group as determined on the basis of the facts and circumstances known at the time the Purchaser Warranty Claim is settled or finally tried in an arbitral tribunal (Schluss der letzten mündlichen Verhandlung) and the amount of the provisions actually made in the Financial Statements (as defined in Exhibit 6.1).

7.3

Exclusion of Purchaser Claims

(a)

the facts or circumstances giving rise to the claim have been taken into account as a deduction item in the calculation of the Final Share Purchase Price;

(b)

Purchaser, any Affiliate of Purchaser, or any company of Intland Group actually received compensation from a third party, including under any insurance policy (including the W&I Insurance); in case of a recoverable (but not yet recovered) claim for compensation, repayment or indemnification against a third party, Purchaser shall and shall procure that the relevant company of Intland Group will (to the extent permitted by law), assign and transfer such compensation claim to the Sellers;

(c)

Purchaser, any Affiliate of Purchaser or, after the Effective Date, any company of Intland Group has failed to mitigate damages as provided in Section 254 BGB;

(d)

the matter to which the claim relates was caused by the passing of or any change in any law, or in the interpretation or application thereof by any administrative body or court, after the Signing Date;

(e)

the facts or circumstances giving rise to the claim result from a measure or omission of any Seller or any of its Affiliates after the Signing Date approved by Purchaser;

(f)

the matter to which the claim relates was, on the date hereof, reflected in any relevant commercial register (Handelsregister); and

(g)

– with regard to Purchaser Warranty Claims only, but not with regard to any Purchaser Other Agreement Claims – the facts or circumstances giving rise to the claim (i) were actually known by any member of the deal team of Purchaser, listed in Exhibit 7.3(g), or (ii) were Fairly Disclosed in this Agreement or any Exhibit, Annex or schedule hereto. "Fairly Disclosed" (or "Fair Disclosure") means fairly and specifically disclosed in such a manner and in such detail that allows a reasonably diligent purchaser with the assistance of professional advisors to, on the face of relevant documents, make an informed assessment of the nature and the scope of the matter disclosed and the consequences thereof. In case a Fair Disclosure is made in an Annex to Exhibit 6.1, such disclosure shall be made against all Sellers' Warranties.

7.4

Further Exclusion of Purchaser Warranty Claims

7.5

Special Sellers' Indemnities

(a)

The Sellers shall as joint and several debtors indemnify and hold harmless the Purchaser or – at the Purchaser's discretion – the respective company of the Intland Group, from all losses, liabilities, obligations, costs, additional claims and other disadvantages (including contractual penalties, consultancy fees, Taxes (other than any Taxes treated pursuant to Section 10), fines, judicial and extrajudicial expenses and other costs) ("Indemnifiable Damages") arising out of or in connection with

(i)

a potential misclassification of former or current employees of any company of Intland Group as freelancers, agents or similar independent and self-employed co-workers; provided however that Sellers’ liability shall only extend to Indemnifiable Damages arising until the first date as of which the agreement with such persons can be terminated by the relevant Intland Group Company after the Effective Date;

(ii)

a potential illegal employee leasing based on the "Expatriate Contract of Employment" dated 21 December 2021, according to which an employee of Intland Cloud BT works as "Senior Software Engineer / Software Architect" at Seller 4;

(iii)

a potential illegal employee leasing based on the service agreements entered into between (i) Intland Retina BT and Adroit Group Korlátolt Felelösségü Társaság on 9 July 2021 and/or (ii) Intland Solutions BT, Intland Professional Services BT and United Consult Zrt. on 21 September 2021 as modified on 10 December 2021 and 20 December 2021; provided however that Sellers’ liability shall only extend to Indemnifiable Damages arising until and including June 2022;

(iv)

any former or current employee, freelancer, contractor or other third party which has contributed Intellectual Property Rights to the Intland Group Software (as defined in Exhibit 6.1) (“Software Developer”) or any assignee, licensee or other legal successor (Rechtsnachfolger) in any Intellectual Property Rights created by any such Software Developer claiming rights in the Intellectual Property Rights created by such Software Developer in the Intland Group Software;

(b)

The limitations set out in Sections 8.1 and 8.2 shall not apply to the Sellers' Indemnities (or any individual Sellers' Indemnity) and Sellers shall be liable for (and Purchaser shall be entitled to recovery of) the full amount of all Indemnifiable Damages arising out of or in connection with any Sellers' Indemnity.

(c)

Any compensation to be made by the Sellers for any Sellers' Indemnity shall be made within five (5) Business Days after the Sellers have been notified in writing by Purchaser about the payment obligation.

7.6

Corresponding Benefits; No Double Dip

(a)

When determining the liability of any Seller under this Agreement, all reasonably quantifiable benefits and savings which Purchaser, any Affiliate of Purchaser or any company of Intland Group has received in connection with the relevant matter (including Tax benefits and other reductions of Taxes) shall be taken into account and Sellers shall not be liable in any respect to the extent of any such benefits and savings.

(b)

Purchaser shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any liability, loss, cost, shortfall, damage, breach or other set of circumstances which give rise to more than one claim.

7.7

Procedure for Defending Third Party Claims

(a)

If a third party asserts or threatens to assert any claim against Purchaser or any company of Intland Group, or if Purchaser or any company of Intland Group is subjected to any audit or examination by any public authority, in each case based on facts or circumstances which are reasonably likely to give rise to a Purchaser Claim (each a "Third Party Claim"), Purchaser shall, notwithstanding its obligations pursuant to Section 7.1, give Sellers notice of such Third Party Claim without undue delay, but in any event no later than within ten (10) Business Days after Purchaser or any company of Intland Group has learned of any of the aforementioned actions or circumstances. The provisions of Sections 7.1(a) and (b) shall apply accordingly.

(b)

Defense of Third Party Claims

(i)

Upon Sellers' request, the Purchaser shall ensure that the respective company of the Intland Group defends the Third Party Claim by all reasonably appropriate proceedings. Purchaser shall keep Sellers reasonably informed about the status of the proceedings. Purchaser shall conduct such proceedings in good faith using reasonable endeavors to take the interests of the Sellers into account. In no event shall Purchaser or the company of the Intland Group be entitled to acknowledge or settle a claim or permit any such acknowledgement or settlement in relation to a Third Party Claim without Sellers' prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

(ii)

Purchaser shall

(1)

take such action (or cause  relevant company of Intland Group to take such action) as Sellers may request in their reasonable discretion to avoid, dispute, deny, defend, resist, appeal, compromise or contest such Third Party Claim (including raising counter claims or other claims against third parties) in the relevant company of Intland Group's sole corporate interest;

(2)

otherwise conduct the defense against the Third Party Claim with due care in order to avoid or minimize any damages or costs resulting therefrom for the Sellers or the companies of Intland Group.

(iii)

In particular, upon request of the Sellers and to the extent legally possible, Purchaser shall allow and authorize the Sellers to participate to the conduct of the defense against the Third Party Claim, in particular by authorizing and allowing the Sellers (to the extent legally possible) to

(1)

participate to negotiations with the claimants of the Third Party Claim;

(2)

participate in any audits and administrative or judicial proceedings and in particular in any hearings, meetings and telephone or video conferences relating thereto;

(iv)

Purchaser undertakes to consult in good faith with the Sellers as to any ways in which the Third Party Claim might be avoided, disputed, resisted, mitigated, settled, compromised, defended or appealed, in a way that does not adversely impact the ability of the relevant company of Intland Group to do business with the claimant.

(c)

Defense of Third Party IP Claims

(i)

Upon receipt of a notice of a Third Party IP Claim, the Sellers shall be entitled, by notice to the Purchaser delivered within twenty (20) Business Days of the receipt of notice of such Third Party IP Claim, to assume the defense and control of such Third Party IP Claim (at the expense of Sellers) provided

(1)

that the Sellers shall not be entitled to assume the defense and control of such Third Party IP Claim, if and to the extent

(x)

the Third Party IP Claim seeks an injunction or any cease and desist order (Unterlassung) against Purchaser or any of its Affiliates,

(y)

the Third Party IP Claim is made on the basis of assigned rights by a third party other than the original Software Developer, and/or

(z)

the Third Party IP Claim exceeds the Sellers' Indemnities Cap

(2)

that if the Sellers assume the defense and control of such Third Party IP Claim the Sellers shall allow the Purchaser a reasonable opportunity to participate in the defense of such Third Party IP Claim.

(ii)

If the Sellers have assumed the defense and control of a Third Party IP Claim, they shall be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third Party IP Claim, in their sole discretion and without the consent of any Purchaser; provided, that such settlement or judgment does not involve any injunctive or other equitable relief or finding or admission of any violation of law or admission of any wrongdoing by Purchaser or any of its Affiliates and expressly unconditionally releases the Purchaser and its Affiliates from all liabilities with respect to such Third Party IP Claim, including, for the avoidance of doubt, granting Purchaser and its Affiliates unlimited, royalty-free and exclusive use and – if applicable – ownership rights in the Intellectual Property Rights claimed by the third party with the Third Party IP Claim.

(iii)

If (i) the Sellers do not assume the defense and control of any Third Party IP Claim pursuant to this Section 7.7(c) or if (ii) Sellers are not entitled to assume the defense and control of such Third Party IP Claim pursuant to Section 7.7(c)(i)(1), Section 7.7(b) shall apply to the defense of such Third Party IP Claim.

(d)

Costs

(i)

Any costs, out-of-pocket and other expenses (including attorney's and court fees) incurred in defending against the Third Party Claim shall be borne by Sellers if and to the extent Sellers were in breach with a Sellers' Warranty or if the Third Party Claim entails a claim under a Sellers' Indemnity.

(ii)

In case Sellers were not in breach with a Sellers' Warranty and if the Third Party Claim does not entail a claim under a Sellers' Indemnity, each Party shall bear its own costs, out-of-pocket and other expenses (including attorney's fees) and costs incurred that cannot be allocated to a Party (e.g. court fees) shall be borne by Purchaser.

8.

Limitations to Sellers' Liability

8.1

Threshold to Purchaser's claims

(a)

the Loss resulting from an individual Warranty Breach exceeds an amount of US$ 100,000.00 (the "De Minimis Amount"); and

(b)

the aggregate of all Losses resulting from individual Warranty Breaches exceeding the De Minimis Amount exceed a one-time threshold of US$ 1,000,000.00, in which case Purchaser shall be entitled to recovery of the full amount of all claims (Freigrenze) (the "Tipping Basket").

8.2

W&I Insurance

(a)

Purchaser has taken out a warranty & indemnity insurance under an insurance policy, without any coverage for the Tax Warranties and the Tax Indemnity pursuant to Section 10.4, to be executed on or around the Signing Date upon consultation with the Sellers, a final draft of which is attached hereto as Exhibit 8.2(a) for information purposes (the "W&I Insurance" and the relevant insurance provider(s) as identified therein, the "Insurer"). Section 17, last two sentences shall apply. The Sellers’ Warranties (other than the Fundamental Warranties) are agreed by Sellers with the intention that they serve as a reference point and basis for the W&I Insurance and that any liability of Sellers arising therefrom shall be excluded to the largest extent permitted under applicable law.

(b)

The liability of Sellers for any claims arising from or in connection with any Warranty Breach (other than a Fundamental Warranty or, for the avoidance of doubt, a Tax Warranty) shall be fully excluded and be EUR 0 (the "W&I Liability Exclusion"). Consequently, Purchaser’s sole recourse, if any, for any Warranty Breach (subject to Section 8.2(a), other than a Fundamental Warranty or, for the avoidance of doubt, a Tax Warranty) shall be against the Insurer under the W&I Insurance. Purchaser acknowledges and agrees that the validity and collectability risk in respect of the W&I Insurance shall solely and irrevocably be borne by Purchaser and shall in no event affect the W&I Liability Exclusion.

(c)

To the extent permitted under applicable law, Purchaser shall procure that the Insurer waives and excludes any subrogation of claims against Sellers (Anspruchsübergang) to the Insurer and any other right of recourse against Sellers in connection with the W&I Insurance.

(d)

Sellers' own liability for Breaches of the Fundamental Warranties as well as any other claims under this Agreement (e.g. claims for breaches of a Tax Warranty and under the Tax Indemnity pursuant to Section 10) shall remain unaffected.

8.3

Additional monetary Limitations

(a)

Notwithstanding anything to the contrary in this Agreement the aggregate liability of each Seller for any and all claims under or in connection with this Agreement shall in no event exceed the portion of the Final Share Purchase Price actually received by such Seller.

(b)

The aggregate liability of the Sellers under any and all Sellers’ Indemnities shall in any case not exceed US$ 25,000,000.00 (the "Sellers’ Indemnities Cap").

8.4

Time Limitations

8.5

Exclusions

8.6

Exclusion of Statutory Rights

9.

Representations and Warranties of the Purchaser

9.1

Purchaser’s Representations and Warranties

(a)

Purchaser is a company duly established and validly existing under the laws of Ireland.

(b)

This Agreement constitutes a legally binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. The execution and consummation of this Agreement by Purchaser and the performance of the transaction contemplated hereunder by Purchaser does not violate any judicial or governmental order or public law restrictions which are applicable to the Purchaser.

(c)

The Purchaser and its representatives have the right, power and authority to execute and deliver this Agreement.

(d)

There is no action, suit, investigation or other proceeding pending against or threatened against or affecting Purchaser which in any manner challenges or seeks to prevent, enjoin from, alter or materially delay the execution or consummation of this Agreement or the performance of the transactions contemplated hereunder.

(e)

As of the Signing Date, no insolvency proceedings (Insolvenzverfahren) or similar proceedings under applicable laws are pending regarding Purchaser and Purchaser is not required under applicable laws to file for any such proceeding.

(f)

As of the Signing Date, all information provided by or on behalf of Purchaser to Sellers concerning Purchaser and its Affiliates with respect to and in preparation of any filings to be made with competent public authorities for the Transaction, including those to obtain any merger control clearances and any potential further governmental clearances/approvals, is complete, correct and not misleading. Any assessments provided by or on behalf of Purchaser to Sellers in this regard have been prepared in good faith and with due care. On the basis of the information on Intland Group and its business provided by Sellers to Purchaser and/or its Affiliates until the Signing Date, the Transaction and its consummation do not require any approval by or filing with any authorities.

(g)

The Purchaser has sufficient immediately available funds or binding financing commitments to pay the Final Share Purchase Price.

(h)

Purchaser is acquiring the Sale Shares on its own account, and not for or on behalf of any third party.

(i)

Purchaser does not have any obligation or liability to pay any fees or commissions to any broker, finder, agent or other third party with respect to the Transaction for which any Seller could become wholly or partly liable, unless explicitly agreed otherwise by Sellers (e.g. regarding the W&I Insurance).

9.2

Purchaser’s Indemnity

10.

Tax Indemnity and Tax Matters

10.1

Definitions

10.2

Tax Warranties

(a)

Except as set forth in Exhibit 10.2(a), all Tax Returns required to be filed by or on behalf of any company of the Intland Group with any Tax Authority have been duly and timely filed in accordance with applicable Tax Law.

(b)

All material records, documents and photocopies which the companies of the Intland Group are required to prepare, produce and keep for Tax purposes under applicable Tax Law, including any documentation relating to transfer pricing, have been – in accordance with applicable Tax Law – duly prepared, produced and are available to the companies of the Intland Group.

(c)

There (i) exist no pending, announced or threatened Tax audits or comparable administrative investigations or opposition proceedings (Einspruchsverfahren) or court proceedings for the assessment, adjustment or collection of Taxes of the companies of the Intland Group, and (ii) are no remedies (Rechtsbehelfe) in respect of any Tax Refund pending for the companies of the Intland Group.

(d)

Other than under the PLT Agreement, the companies of the Intland Group are currently not and have never been a party to or bound by any Tax sharing agreement, Tax allocation agreement or similar contract in relation to a Tax consolidation scheme.

(e)

With respect to the assessment or payment of Tax, no Tax rulings or comparable binding commitments have been received by the companies of the Intland Group from any Tax Authority, except for those listed in Exhibit 10.2(e). There are no outstanding waivers or agreements extending the statute of limitations for any period with respect to any Tax to which the companies of the Intland Group are subject and no requests for such waivers are pending.

(f)

Each company of the Intland Group is not subject to Tax in any country other than its country of incorporation or formation by virtue of having a permanent establishment, permanent representative or other place of business in that country.

10.3

Breach of a Tax Warranty

10.4

Tax Indemnity

10.5

Straddle Period

(a)

Any amounts attributable to business or accounting transactions (Geschäftsvorfälle), including Taxes attributable to income, profit or gross receipts, that occur on or prior to the Effective Date shall be allocated to the portion of the taxable period ending on the Effective Date, and any amounts attributable to business or accounting transactions (Geschäftsvorfälle), including Taxes attributable to income, profit or gross receipts, that occur after the Effective Date shall be allocated to the portion of the taxable period beginning after the Effective Date.

(b)

If and to the extent an allocation pursuant to Section 10.5(a) should not be possible, the respective amounts (e.g., Tax allowances) shall be split up on the basis of an appropriate allocation key, being generally understood (unless the Parties agree on a more suitable allocation key) as the pro rata portion of the time period elapsed at the Effective Date or started after the Effective Date (as applicable).

10.6

Due Date

10.7

Limitations

(a)

the respective Tax has been paid until the Effective Date;

(b)

the respective Tax has been included in the Final Closing Statements as a liability or provision forming part of Debt or Working Capital;

(c)

the Purchaser, any company of the Intland Group or any of their Affiliates is entitled to any benefits in respect of Taxes resulting from the facts and circumstances giving rise to the Tax indemnification claim and arise for periods or portions thereof beginning after the Effective Date, including benefits resulting from the lengthening of any amortization or depreciation periods, a step-up in the Tax basis of assets or the non-recognition of liabilities or provisions (Phasenverschiebung) (herein collectively “Tax Benefits”), provided that the Tax indemnification claim shall be reduced by the present value (Barwert) of the Tax Benefits, which shall be calculated on the basis of (i) the Tax rates applicable (or expected to be applicable) in the year in which the respective Tax Benefit arises, and (ii) applying a discount rate of one point five (1.5%) per annum, and taking

into account the Tax Benefits for a maximum period of seven (7) years following the Effective Date;

(d)

the income resulting in the respective Tax may be offset against a tax loss carry back or tax loss carry forward available at the level of the relevant company of the Intland Group and generated in periods or portions thereof ending on or before the Effective Date;

(e)

the amount of Taxes results from any transaction, action or omission taken by the Purchaser, any company of the Intland Group or any of their Affiliates after the Effective Date which has a retroactive effect according to a statutory Tax law provision to the time period prior to and including the Effective Date, unless and to the extent the transaction, action or omission is required to comply with applicable Tax Law;

(f)

the Purchaser, any company of the Intland Group, or any of their Affiliates has failed to comply with the procedures set forth in Sections 10.10 and 10.11 and such non-compliance has prejudiced the defence against the relevant Tax by Sellers; or

(g)

the respective Tax is recovered by the respective company of the Intland Group (or its legal successor) or the Purchaser or any of their Affiliates from a third party (it being understood that (i) the Purchaser shall ensure that commercially reasonable efforts shall be undertaken to seek recovery and (ii) any Taxes on the received payment and/or any costs of recovery shall be deducted from the recovered amount). In case of a claim against a third party having proved not to be valid/enforceable/recoverable from the perspective of the Purchaser or the Purchaser otherwise fails to recover, the Purchaser will after the written request of the Sellers ensure that any such claims are assigned, or if not assignable under applicable laws or the relevant agreements the right to enforce such claims is assigned, to the Sellers versus (Zug um Zug) payment by the Sellers of the relevant Taxes with regard to the Tax indemnification claim of the Purchaser.

10.8

Tax Refunds and Unused Tax Liabilities and Provisions

10.9

Reverse Indemnity

(a)

In light of the fiscal unity for German income tax purposes between Seller 4 and Eger Invest and the income tax (but not trade tax) transparency of Seller 4, the Purchaser shall indemnify (freistellen) and hold harmless the Sellers from and against any Taxes that have to be borne by any Seller and (i) result from (a) any transaction, action or omission taken by the Purchaser, any company of the Intland Group or any of their Affiliates after the Effective Date impacting any company of the Intland Group (except for Intland Software) which has a retroactive effect according to a statutory Tax law provision to the time period prior to and including the Effective Date unless and to the extent the transaction, action or omission is required to comply with applicable Tax Law or consented to by the Sellers, (b) the application of Section 15 no. 1a sentence 3 KStG in connection with section 3a EStG (and section 7b GewStG where applicable), or (ii) where the Purchaser, any company of the Intland Group, or any of their Affiliates has failed to comply with the procedures set forth in Sections 10.10 and 10.11 and such non-compliance has prejudiced the defence against the relevant Tax by Sellers.

(b)

In light of the fiscal unity for German income tax purposes between Seller 4 and Eger Invest and the income tax (but not trade tax) transparency of Seller 4: If and to the extent for periods (or portions thereof) after the Effective Date any company of the Intland Group (except for Intland Software) or Purchaser or any of their Affiliates becomes (including as a result of a tax audit) entitled to any benefits in respect of Taxes that are associated with an increase of the base for Taxes of any company of the Intland Group (except for Intland Software) for periods (or portions thereof) ending on or before the Effective Date and which increase is attributable to the Sellers (and results in increased Tax burdens of the Sellers 1 through 3) based on the fiscal unity between Seller 4 and Eger Invest and the income tax (but not trade tax) transparency of Seller 4, including benefits resulting from the lengthening of any amortization or depreciation periods, a step-up in the Tax basis of assets or the non-recognition of liabilities or provisions (Phasenverschiebung), the Purchaser shall pay an amount to the Sellers calculated in accordance with the principles set out in Section 10.7(c) above for any such benefits.

10.10

Tax Returns and Tax Assessments

(a)

The Sellers shall prepare and file or cause to be prepared and filed when due, taking into account all extensions legally obtained, all Tax Returns that are required to be filed on or before the Closing Date by or on behalf of any companies of the Intland Group, and the Sellers shall timely remit or cause to be timely remitted Taxes that are shown due and payable prior to the Closing Date on any Tax (self) assessment received (filed) prior to the Closing Date based on such Tax Returns. The Purchaser shall prepare and file or cause the Intland Group companies to prepare and file from the Closing Date, when due all Tax Returns required to be filed by or on behalf of any company of the Intland Group, provided, however, that any Tax Returns relating to any period ending before or including the Effective Date shall be subject to the review and prior written consent of the Sellers. Such Tax Returns to be filed after the Closing Date shall be prepared consistent with the policies, procedures, practices and election rights adopted in the financial statements of

the relevant Tax period as well as the Tax Returns for previous Tax periods of any company of the Intland Group, unless and to the extent deviations are required under applicable statutory tax law provisions or generally accepted accounting principles. The Purchaser shall ensure that any Tax Returns to be reviewed and approved by the Sellers will be furnished to the Sellers no later than thirty (30) Business Days prior to the due date of the relevant Tax Return (or reasonable shorter period of time for Tax Returns that are not filed on an annual basis), and will be filed in accordance with the Sellers’ instructions (to the extent such instructions are not at variance with statutory tax law provisions or applicable generally accepted accounting principles). Any Tax Returns relating to any period ending before or including the Effective Date may not be amended without the prior written consent of the Sellers, and the Purchaser shall follow, and shall cause any company of the Intland Group to follow any instructions of the Sellers regarding the amendment of such Tax Returns (to the extent such instructions are not at variance with statutory tax law provisions or applicable generally accepted accounting principles).

(b)

If, after the Closing Date, any Tax Authority informs the Purchaser or any company of the Intland Group (or any of their Affiliates), or if the Purchaser or any company of the Intland Group (or any of their Affiliates) otherwise becomes aware, of a Relevant Tax Matter, the Purchaser shall notify the Sellers of such matter. The Purchaser’s notice shall be given within ten (10) Business Days after the Purchaser or the relevant company of the Intland Group (or any of their Affiliates) has received the relevant official document or information (e.g. tax audit notification, tax assessment notice, notice of objection, tax court decision) or at any earlier date if required to enable the Sellers to participate in any Tax audit / investigation or review the relevant Tax assessment within the applicable period for a legal remedy. If the Purchaser has reason to believe that a payment is to be made by the Sellers pursuant to Section 10.4, such notice shall give a rough estimate of the amount of the alleged Tax indemnification claim and must be accompanied by available evidence reasonably necessary to determine the facts, amount and payment of such claim.

10.11

Cooperation on Tax Matters

(a)

After the Effective Date, the Purchaser shall, and shall procure that the companies of the Intland Group, their Affiliates and their respective directors, employees, advisors and other representatives cooperate with the Sellers and their advisors in connection with any Relevant Tax Matter, including the filing of any Tax Return, the conduct of any inquiry, examination, audit, investigation, negotiation, dispute, appeal or litigation.

(b)

The Sellers shall be in control of any Relevant Tax Matter, and Purchaser shall follow, and shall procure that any company of the Intland Group and their Affiliates will follow, any instructions of the Sellers in respect of any Relevant Tax Matter (to the extent such instructions are not at variance with statutory tax law provisions or applicable generally accepted accounting principles). In particular, and without prejudice to the aforementioned Purchaser shall

(i)

keep and make available to the Sellers, and procure that any company of the Intland Group will keep and make available to the Sellers, all books, records and information relating (wholly or partly) to any Relevant Tax Matter in accordance

with, and during the periods required by statutory law (and to the extent such books, records and information might be of relevance for the Relevant Tax Matter, until the relevant Tax has become final and binding and can no longer be amended);

(ii)

provide, or instruct any company of the Intland Group to provide, to Sellers and their advisors, upon the Sellers’ written and substantiated request, all relevant documents or other information and instruct any company of the Intland Group to hold pre-scheduled meetings with the Sellers and their representatives to the extent reasonably necessary in connection with a Relevant Tax Matter;

(iii)

permit, or instruct any company of the Intland Group to permit, the Sellers and their advisors to participate in all current and future Tax proceedings relating (wholly or partly) to a Relevant Tax Matter in such a way that the Sellers shall be entitled directly and/or via advisors of its choice to actively manage (leiten) such Tax proceedings insofar as they relate to a Relevant Tax Matter;

(iv)

challenge and litigate, and instruct any company of the Intland Group to challenge and litigate, at the request of the Sellers, any Tax assessment relating to a Relevant Tax Matter, and to follow any instructions of the Sellers in this respect (to the extent such instructions are not at variance with statutory tax law provisions or applicable generally accepted accounting principles);

(v)

procure that Eger Invest follows any instructions of the Sellers given to ensure that the PLT Agreement and the fiscal unity created thereby will be fully acknowledged for Tax purposes until and including the Effective Date (to the extent such instructions are not at variance with statutory tax law provisions or applicable generally accepted accounting principles); and

(vi)

not accept, compromise, dispose of or settle, and procure that none of the companies of the Intland Group accepts, compromises, disposes of or settles, any Tax proceedings or Tax assessment relating to a Relevant Tax Matter without Sellers’ prior written consent.

10.12

Time Limitations and cap for tax claims

(a)

Any claims of the Purchaser pursuant to Section 10 shall be time-barred upon the expiration of a period of six (6) months after the earlier of (i) the finally binding and non-appealable assessment (formelle und materiell bestandskräftige Festsetzung) of the

relevant Tax and (ii) without such assessment, the expiry of the statutory limitation period for the relevant Tax, but at the latest after expiry of seven (7) years after the Effective Date. Sellers’ rights under this Section 10 shall be time-barred upon the expiration of a period of six (6) months after the expiry of the statutory limitation period for the relevant Tax, but in all cases not earlier than six (6) months after the Sellers have been notified by the Purchaser about the circumstance giving rise to a claim of the Sellers.

(b)

Any claims of the Purchaser against the Sellers pursuant to Section 10 (including for breaches of any Tax Warranties) and under Section 1.4 shall be capped at 20% of the Final Share Purchase Price.

10.13

Payments

11.

Covenants of the Sellers

11.1

Consent Requirements and Covenants

(a)

Consent Requirements for Shareholder Matters

(i)

adopt or permit the adoption of any shareholders resolution of any company of the Intland Group regarding:

•

the liquidation of any company of the Intland Group or the formation of any new entity,

•

subject to the introduction of the Short Fiscal Year and the change of the fiscal year of Eger Invest, any change of the articles of association of any company of the Intland Group, including, but not limited to, any resolution relating to the increase or decrease of the share capital or the issuance or authorization to issue new shares or other securities; or

•

the redemption of any of the shares in any company of the Intland Group,

•

the waiver of any claims of a company of the Intland Group against any current or former Directors or Officers,

•

the election of new auditors,

(ii)

sell, transfer, create any Lien of or otherwise dispose of any Sale Shares, or grant any options, virtual option rights, warrants, pre-emptive rights, rights of first refusal or other rights to purchase or obtain any of the Sale Shares; or

(iii)

enter into any agreement or make any other transaction between any of the Sellers or any of Sellers' Affiliates on the one side and any company of Intland Group on the other side.

(b)

Covenants regarding the Companies of Intland Group

(i)

Access

(ii)

Carry on in Ordinary Course of Business

(iii)

No General Increases

(iv)

Contracts and Commitments