Exhibit 2.1

SHARE Sale AND Purchase AGREEMENT*
relating to
IntraNav GmbH

between

The Shareholders of Intranav GmbH

and

Nanotron technologies Gmbh

* Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Inpixon hereby undertakes to furnish copies of such omitted materials supplementally upon request by the SEC.

TABLE OF CONTENTS

Schedules

THIS SHARE SALE AND PURCHASE AGREEMENT is made on 8 December 2021

Between the individuals and entities listed and as further described in Schedule A.

Preamble

Now, therefore, the Parties agree as follows:

“Accounting Expert” has the meaning specified in clause 4.4.

“Accounts Date” means December 31, 2020.

“Adjusted Strike Price” means the Strike Price multiplied by the amount equal to the Euro exchange rate published at reuters.com as of the applicable date.

“Affiliate” means any individual or entity who or which is affiliated (verbunden) with the Party concerned within the meaning of sec. 15 et seq. AktG.

“Agreement” has the meaning specified in Preamble no (6).

“AktG” means the German Stock Corporation Act (Aktiengesetz).

“AO” means the German Tax Code (Abgabenordnung).

“Applicable Accounting Principles” has the meaning specified in clause 4.2.

“Applicable Law” means, in respect of any Person, property, activities, transaction or event, all laws (including principles of common law and equity), statutes, by-laws, regulations, codes, treaties, directives and policies (whether or not having the force of law), now or hereafter in effect, of any Governmental Authority having jurisdiction thereon or thereover, and any orders issued, filed or imposed by any such Governmental Authority – in each case provided that the Target Company operates its Business in the respective jurisdiction.

“Assigned & Licensed Proprietary Rights” has the meaning specified in clause 9.15.1.

“Beneficiaries” has the meaning specified in clause 7.1.3.

“BGB” means the German Civil Code (Bürgerliches Gesetzbuch).

“Bridge Loan Agreement” means the loan agreement dated 24 August 2021 entered into between Inpixon GmbH, an Affiliate of the Purchaser, as lender and the Target Company as borrower.

“Business” has the meaning specified in Preamble no. (3).

“Business Day” means any day on which banks are open for business other than a Saturday, Sunday or public holiday in Frankfurt am Main, Germany and Palo Alto, California, USA.

“Cash” means the sum of all unrestricted cash and cash equivalents in bank accounts owned by the Target Company, in each case, as of immediately prior to the Closing and determined in accordance with German GAAP, consistently applied. Cash balances used as security for rent or as security for customer prepayments are deemed restricted but are nevertheless part of the Cash.

“Cash Consideration” shall be the amount of EUR 1,000,000 (in words: one million Euro).

“Charter Documents” means the articles and certificate(s) of incorporation and the articles and certificate(s) of amendment, amalgamation, arrangement, reorganization, continuance or revival, as the case may be, of such body corporate or the memorandum of agreement, special act or statute and any other instrument or constituting document by or pursuant to which the body corporate is incorporated or comes into existence, and its rules of procedure in effect from time to time; and all amendments to or restatements of any of the foregoing.

“Claim Amount” has the meaning specified in clause 10.1.6.

“Closing” has the meaning specified in clause 8.1.

“Closing Actions” has the meaning specified in clause 8.2.

“Closing Conditions” has the meaning specified in clause 7.1.

“Closing Date” has the meaning specified in clause 8.1.

“Closing Date Financial Calculations” has the meaning specified in clause 4.1.

“Closing Documents” has the meaning specified in clause 9.1.4.

“Closing Memorandum” has the meaning specified in clause 8.2.4.

“Company Software” means all software included in Company IP.

“Competing Activity” has the meaning specified in clause 13.4.1.

“Customer Agreements” has the meaning specified in clause 9.9.1.

“Data Room” has the meaning specified in clause 9.23.

“Deloitte Agreement” means the transaction services agreement dated 5 November 2020 entered into between the Target Company and Deloitte Corporate Finance GmbH.

“Documents” has the meaning specified in clause 9.23.

“Dispute Notice” has the meaning specified in clause 4.4.

“Employee Benefits” has the meaning specified in clause 9.16.3.

“Employee” means any managing director (Geschäftsführer), director or officer (whether or not employed by the Target Company) of the Target Company or an employee of the Target Company.

“Encumbrance” means any encumbrance or security interest of any kind whatsoever including without limitation a mortgage, charge, pledge, lien, hypothecation, restriction, right to acquire, right of pre-emption, option, conversion right, third party right or interest, right of set-off or counterclaim, equities, trust arrangement or any other type of preferential agreement (such as a retention of title arrangement) having similar effect or any other rights exercisable by or claims by third parties.

“Envisaged Closing Date” has the meaning specified in clause 8.1.

“Fairly Disclosed” has the meaning specified in clause 10.1.2.

“Final Purchase Price” has the meaning specified in clause 3.1.3.

“Financial Statements” means the audited annual report of the Target Company for the financial period ended on the Accounts Date, consisting of balance sheet, profit and loss account, notes (Anhang) and directors report (Lagebericht) and all other documents or statements annexed thereto or incorporated, the monthly management P&L and the monthly management accounts of the Target Company prepared since the Accounts Date and until Closing.

“Founders” has the meaning specified in the parties section of this Agreement.

“GDPR” means General Data Protection Regulation, regulation (EU) 2016/679 of the European Parliament and of the council of April 27, 2016.

“German GAAP” means German generally accepted accounting principles.

“Germany” means the Federal Republic of Germany (Bundesrepublik Deutschland).

“GmbHG” means the German Limited Liability Company Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung).

“Governmental Authority” means any domestic or foreign government, whether federal, provincial, state, territorial, local, regional, municipal or of any other political jurisdiction, and any agency, authority, instrumentality, court, board, commission, bureau, arbitrator, arbitration tribunal or other tribunal, or any quasi-governmental or other entity, insofar as it exercises a legislative, judicial, regulatory, administrative, expropriation or taxing power or function of or pertaining to government, and includes any official of any of the foregoing.

“GWB” means the German Code Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen).

“HGB” means the German Commercial Code (Handelsgesetzbuch).

“Indebtedness” means, as of any date of determination, the difference between Cash and the sum of Transaction Expenses plus, the aggregate amount of the following items,

“Information Technology” has the meaning specified in clause 9.15.14.

“Inpixon” is a stock corporation incorporated under the laws of the state of Nevada, USA, with business address at 479 East Bayshore Road, Suite 195, Palo Alto, CA 94303, USA, and an Affiliate of the Purchaser.

“Inpixon Common Stock” means shares of Inpixon’s common stock, US par value USD 0.001 per share.

“Intellectual Property Rights” means all intellectual property and industrial property and other proprietary rights and interests throughout the world, and all rights, title and interests thereto of every nature, whether registered or unregistered, including patents, copyrights, trademarks, industrial designs, integrated circuit topographies, mask works, design patents, utility models, trade secrets, or any other right in either intellectual property or the expression or use of intellectual property provided by any statutory provision or common law principle, and including any confidential information, ideas, formulae, algorithms, concepts, techniques, processes, procedures, approaches, methodologies, plans, drafts, systems, research, information, documentation, data, data compilations, specifications, requirements, designs, diagrams, inventions, improvements, technology, Know-How, software, computer programs (including related code), databases, websites, domain names, business and other trade names and goodwill, if any, and all rights to apply for, and all applications and registrations for, any of the foregoing, and all continuations, substitutions, confirmations, divisions, reissues, extensions and renewals thereof, and any licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing.

“Investors” has the meaning specified in Schedule A.

“IT Systems” means all computer hardware, servers, peripheral equipment, software, networks, telecommunications infrastructure and technology infrastructure that are owned or used by the Target Company to receive, store, process or transmit data or to carry on the Business.

“Key Employees” has the meaning specified in clause 9.16.2.

“Key Personnel Contracts” has the meaning specified in clause 9.16.2.

“Know-How” shall mean any and all knowledge or business information of any nature or form and that is confidential, including but not limited to, research and development data and records, discoveries, ideas, processes, formulae, drawings, specifications, prototypes, samples, descriptions, methods, routines, manuals, instructions, production data, experiences and other technical or commercial know-how as well as all books and records in whatever form in relation to the foregoing.

“Leased Real Estate” has the meaning specified in clause 9.13.2.

“Loss” means any direct or indirect claims, damages, liabilities, loss or costs.

“Major Customers” has the meaning specified in clause 9.7.

“Major Suppliers” has the meaning specified in clause 9.7.

“Managing Directors” means Mr. Andreas Radix, Mr. Ersan Günes and Mr. Gonzalo Ibarra.

“Material Adverse Change” has the meaning specified in clause 6.2;

“Material Agreements” has the meaning specified in clause 9.8.

“Own Proprietary Rights” has the meaning specified in clause 9.15.3.

“Own Software Rights” has the meaning specified in clause 9.15.3.

“Own Registered IP Rights” has the meaning specified in clause 9.15.2.

“Parties” has the meaning specified in Schedule A.

“Party” has the meaning specified in Schedule A.

“Pension Commitments” has the meaning specified in clause 9.16.4.

“Permit” means, with respect to any Person, any permit, license, franchise, registration or other authorization issued, granted, given by, or made applicable under the authority of, a Governmental Authority having jurisdiction over such Person or its property.

“Person” means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, unlimited liability corporation, trust, unincorporated association, joint venture or any other entity or organization, and includes a Governmental Authority.

“Personal Data” has the meaning specified in Article 4(1) GDPR.

“Preliminary Purchase Price” has the meaning specified in clause 3.2.

“Processing” has the meaning specified in Article 4(2) GDPR.

“Purchaser” has the meaning specified in Schedule A.

“Relevant Taxes” has the meaning specified in clause 11.2.

“Seller(s)” has the meaning specified in Schedule A.

“Sellers’ Representative” is Mr. Ersan Günes.

“Sellers’ Accounts” has the meaning specified in clause 5.2.

“Shareholders’ Agreement” has the meaning specified in Preamble no. (5).

“Signing Date” means the date of the notarization of this Agreement.

“Software Entitlements” has the meaning specified in clause 9.15.6.

“State Aid” has the meaning specified in clause 9.5.7.

“Stock Options” means options to purchase Inpixon Common Stock granted and issuable in accordance with the terms and conditions of Inpixon’s 2018 Employee Stock Incentive Plan available for grants to employees and consultants of Inpixon and its subsidiaries.

“Stock Option Pool” means the aggregate number of Stock Options issuable to Target Company employees which shall be subject to vesting terms of up to 4 years from the Closing Date and calculated based on (i) a value of EUR 4,000,000 (in words: four million Euros), (ii) multiplied by the amount equal to the US-Dollar exchange rate published at reuters.com as of the Closing Date and (iii) divided by the average closing price per share in US-Dollars during the 5 (five) trading days prior to the Closing Date as reported by the Nasdaq stock exchange.

“Strike Price” means the exercise price of the Stock Options in US dollars then in effect as set forth in the applicable’ stock option grant notices delivered to the respective Managing Director or other beneficiary under the Stock Option Pool.

“Target Company” has the meaning specified in Preamble no. (1).

“Target Shares” are all shares in the Target Company held by the Sellers as per Schedule B.

“Tax or Taxes” within the meaning of this Agreement, are any (i) taxes within the meaning of sec. 3 AO and any comparable tax and ancillary charges under the law of any other jurisdiction, (ii) fees, (iii) customs duties (Zölle), (iv) contributions including social security contributions (Sozialversicherungsbeiträge) under German law or the law of any other jurisdiction (v) wage taxes and (vi) any other public charges, including, without limitation, any obligation to repay unlawful state aid, which are levied by a Governmental Authority. Taxes are also deemed to include all payments made or to be made as tax indemnitor, payments based on tax cost sharing contracts or similar agreements or indemnity agreements related to taxes, as well as all ancillary charges (Steuern und steuerliche Nebenleistungen) within the meaning of sec. 3 AO and any comparable ancillary charges under the law of any other jurisdiction, such as, without limitation, interest, cost and tax surcharges as well as any penalties in connection with taxes which are owed by law or imposed by any Governmental Authority.

“Tax Indemnification Claim” has the meaning specified in clause 11.1.1.

“Tax Return” means any return, report, election, notice, designation, declaration, information return, or other document filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority in connection with any Tax, including any schedules or amendments thereto.

“Territory” means the United States of America, the European Economic Area (including the United Kingdom), and Switzerland.

“Third Party Claim” has the meaning specified in clause 10.3.4.

“Trade Secret” means any information which is secret in the sense that it is not, as a body or in the precise configuration and assembly of its components, generally known among or readily accessible to persons within the circles that normally deal with the kind of information in question, and that has commercial value because it is secret.

“Transaction” has the meaning specified in the Preamble no. (6).

“Transaction Expenses” means (a) all fees and expenses incurred directly by the Target Company in connection with this Agreement and the consummation of the transactions contemplated hereby, including without limitation the fees and expenses of attorneys (in particular, the fees and expenses incurred in connection with the engagement of Osborne Clarke), investment bankers, accountants and other advisors and representatives of the Target Company, including any success based fees or similar payment obligations arising from or in connection with the Deloitte Agreement but excluding any retainer fees arising from such agreement as long as they do not exceed an amount of EUR 47,902.50 (incl. VAT), in each case to the extent unpaid as of the Closing, and (b) all closing bonus compensation and associated expense or withholding payable by the Target Company upon or in connection with the consummation of the transactions contemplated by this Agreement. For the avoidance of doubt, Transaction Expenses only comprise fees that were directly incurred by the Target Company but not expenses of the Sellers or the Purchaser in connection with this Agreement.

“UStG” means the German Value Added Tax Act (Umsatzsteuergesetz).

“VAT” means value added tax (Umsatzsteuer) in accordance with the UStG and similar Taxes.

“Warranties” has the meaning specified in clause 9.

The purchase price to be paid by the Purchaser for the Target Shares will be determined as follows:

The Parties estimate based on the principles for purchase price determination stipulated above and below and the good-faith estimate of the Final Purchase Price delivered by the Sellers’ Representative to the Purchaser attached as Schedule 3.2 based on the management accounts of the Target Company as of November 30, 2021, that the purchase price for the Target Shares as at the Closing Date will amount to EUR 1,000,000.00 (in words: Euro one million). The Parties hereby agree to such estimate amount provided by the Sellers’ Representative as the preliminary purchase price for the Target Shares (the “Preliminary Purchase Price”).

No later than five (5) Business Days following the date on which Inpixon files its Annual Report on Form 10-k for the fiscal year ended December 31, 2021 with the Securities and Exchange Commission the Purchaser shall deliver to the Sellers’ Representative (i) a calculation of the Cash of the Target Company as of the Closing Date, (ii) a calculation of the amount of Indebtedness of the Target Company as of the Closing Date, (iii) and a calculation of the Final Purchase Price (collectively: “Closing Date Financial Calculations”).

The Closing Date Financial Calculations will be derived (in EUR) from the books of the Target Company by applying the following accounting principles (the “Applicable Accounting Principles”):

whereby the principles set forth in 4.2.1 shall take precedent over those in 4.2.2, provided that the principles set forth in 4.2.1 do not violate mandatory provisions of the German GAAP in which case such mandatory provisions of the German GAAP shall take precedent. Amendments of, and changes to, the German GAAP becoming effective after the Closing Date shall be disregarded for the purposes of the Closing Date Financial Calculations. Facts and circumstances which came to light after the Financial Statements has become binding shall be disregarded for the purposes of the Closing Date Financial Calculations (Ende des Aufhellungszeitraumes). For the avoidance of doubt: Any payments made by the Purchaser or any of its Affiliates to the Target Company after the notarization of this Agreement shall be disregarded for the purposes of the preparation of the Closing Date Financial Calculations.

The Founders represent and warrant to the Purchaser by way of independent promises of guarantee irrespective of a culpability of the Founders (selbständige und verschuldensunabhängige Garantieversprechen, sec. 311 para. 1 BGB), that the following statements set forth in this clause 9 are true, correct and not incomplete so as to make them misleading on the Signing Date and will also be true, correct and not incomplete so as to make them misleading on the Closing Date (“Warranties”), unless otherwise stated in these Warranties or this Agreement or unless otherwise disclosed prior to the Closing. The scope and content of each of the Warranties as well as the Founder’s liability arising therefrom shall be conclusively (abschließend) defined by the provisions of this Agreement, in particular the limitations and remedies set forth in clause 10, which shall be an integral part of the Warranties. No Warranty shall be construed as a guarantee (Garantie für die Beschaffenheit der Sache) of the Founders within the meaning of sec. 443 and 444 BGB.

The documents contained in the commercial register (Handelsregister) of the Target Company on the Signing Date are true and complete and the registered information accurately reflects the current corporate status of the Target Company. No resolutions or other statements to amend the documents or the registered information have been made, and no filings with any commercial register in respect of the Target Company are pending.

No insolvency or similar proceedings are pending, and no filing for such proceedings has been made by the Target Company, the Sellers or, to the Managing Directors’ best knowledge, by any third party, nor is as of the Signing Date any such filing required, with respect to the Target Company or the Sellers. The Target Company does not face as of the Signing Date imminent illiquidity (drohende Zahlungsunfähigkeit) within the meaning of sec. 18 of the German Insolvency Code (Insolvenzordnung) and is not overindebted (Überschuldung) within the meaning of sec. 19 of the German Insolvency Code (Insolvenzordnung). The Sellers are not insolvent and are not obliged to file for insolvency under any Applicable Law to which the Sellers are subject.

The Sellers and the Target Company have not entered into any shareholders’ agreement with the exception of the Shareholders’ Agreement. No phantom share or share options have been granted to any third parties, except for the VSOP whereby the Founders confirm that no beneficiary under the VSOP will be entitled to any payment whatsoever vis-à-vis the Target Company following the execution of this Agreement and the transactions contemplated therein. The Target Company does not own any interest in any other entity and is not a trustee or major participant in any other commercial activity, especially as a silent shareholder. The Target Company has not entered into a profit and loss transfer agreement or is a party to any agreement within the meaning of sec. 291, 292 AktG or any silent partnership agreement.

The Target Shares are fully paid up. All contributions have been made in compliance with Applicable Law and have not been repaid or returned, in whole or in part, whether open or disguised, directly or indirectly. There are no obligations to make further contributions (keine Nachschusspflichten).

The Target Company is not a party to any agreement relating to the acquisition or sale of, or an economically equivalent transaction involving, any interests in other legal entities or any business (Betrieb) or parts thereof (Betriebsteile), other than agreements where the material obligations (Hauptleistungspflichten) have already been fully performed by all parties thereto. The Target Company is not a party to any agreement relating to the acquisition or sale of, or an economically equivalent transaction involving, any interests in the Target Company, including the shares in the Target Company share capital, its assets or any business (Betrieb) or parts thereof (Betriebsteile).

The Annual Financial Statements of the Target Company attached hereto as Schedule 9.5.1 comply in all respects with German GAAP and Applicable Laws (e.g. HGB and GmbHG), in particular they follow the principles of continuity of financial statement presentation and of valuation rules; the assets, liabilities, financial position and profit or loss (Vermögens-, Finanz- und Ertragslage) of the Target Company are presented truly and fairly within such Financial Statements as prescribed by German GAAP and Applicable Law.

The books and accounting and other records of the Target Company (i) are in all material respects up to date and contain complete and accurate details of the business activities of the Target Company, as prescribed by German GAAP and Applicable Law, and of all matters to be recorded under Applicable Law or applicable GAAP; and (ii) have been materially maintained in accordance with applicable legal requirements on a proper and consistent basis. No notice or allegation that any books and records are incorrect or should be rectified has been received by the Target Company. The Purchaser is aware that the Target Company’s auditor has not granted the audit (Testat) for the 2019 annual accounts of the Target Company.

Save for commercially customary retentions of title (Eigentumsvorbehalte) including extended and prolonged retentions of title the Target Company has full legal and economic title to all fixed and current assets (Anlage- und Umlaufvermögen) recorded in the Financial Statements and the management accounts as per the Signing Date and the Closing Date, unless the Target Company has disposed of them (i) since the effective date of the respective Financial Statements or management accounts in the ordinary course of business, or (ii) in accordance with this Agreement. Such assets are free of any Encumbrances, including Encumbrances of the Sellers, and restrictions of disposal. The fixed and current assets recorded in the Financial Statements and the management accounts as per the Signing Date and the Closing Date are in good shape taking into account their age.

The Target Company owns or holds valid leases or licenses to all assets and inventories (including IT Systems, other information technology and Know-How) and has available all services which are currently used or required by it to continue to conduct its business in the ordinary course, consistent with past practice. In the two (2) years period prior to the Signing Date there has been no failure, breakdown or to the Managing Directors’ best knowledge other incident with regard to the IT Systems which has caused a substantial disruption or interruption to the business or which has had or is to the Managing Directors’ best knowledge likely to have a material adverse effect for the Target Company.

To the Managing Directors’ best knowledge, there are no circumstances which would reasonably be expected to affect the collection of receivables of the Target Company as currently reported or reflected in its books except for matters in the ordinary course of the Target Company’s business and in an aggregate amount consistent with past practice.

To the Managing Directors’ best knowledge, the Target Company has no liabilities or obligations, absolute, accrued or contingent or otherwise, except (i) as disclosed in the Financial Statements or (ii) incurred since the date of the Financial Statements in the ordinary course of business consistent with past practice or (iii) contractual liabilities incurred in the ordinary course of business which are not required to be recorded on a balance sheet according to applicable GAAP.

Except as set out in Schedule 9.5.7, the Target Company has not received any state aids, subsidies or tax reliefs with the effect of subsidies (“State Aid”) during a period of three (3) years prior to the Signing Date and to the Managing Directors’ best knowledge the Target Company has not received any State Aid during a period of ten (10) years prior to the Signing Date. The Target Company has no outstanding obligations under the terms of any State Aid (such as the obligation to employ a certain number of employees or as the obligation to repay State Aids in case a certain number of employees is not employed), including State Aid granted earlier. No State Aid, including State Aid granted earlier, is conditioned on the Target Company meeting certain requirements as having a certain number of employees or maintaining a plant in a certain location.

Except as set out in Schedule 9.6, the Target Company has not entered into agreements with the Sellers or their Affiliates. Neither the Sellers nor any of its Affiliates own or possess any assets or rights which are necessary for the operation of the Target Company’s business in the form in which it is currently operated.

Schedule 9.7 contains a list of (i) the ten (10) largest suppliers in terms of Euro value of products or services, or both, purchased by the Target Company for 2020 and 2021 (“Major Suppliers”) (except for standard utility suppliers) and (ii) the names of the customers that were, in the aggregate, the fifteen (15) largest customers in terms of Euro value of products or services, or both, sold by the Target Company for each of the years 2020 and 2021 (“Major Customers”). Neither (i) to the Managing Directors’ best knowledge the Sellers nor (ii) the Target Company have received a notice that any of the Major Customers or Major Suppliers has cancelled or materially reduced the extent of its business relationship with the Target Company or changed the financial terms thereof; and neither (i) to the Managing Directors’ best knowledge the Sellers nor (ii) the Target Company have knowledge that the Target Company’s Major Suppliers or Major Customers intend to do any of the above. The Target Company has not been and is not in such material breach of any agreement that is or has been in place with the Major Customers or Major Suppliers that would lead to any material consequences.

Schedule 9.8 contains a complete and correct list as of the Signing Date of all agreements of the Target Company which are material to the Target Company’s business provided that these agreements trigger annual payments to or by the Target Company exceeding EUR 25,000 (“Material Agreements”), and such Material Agreements are valid, binding and to the Managing Directors’ best knowledge enforceable in accordance with their respective terms. The Material Agreements relate to one of the following items or have been concluded with one of the following parties and under which either party or both parties have not yet fulfilled their main performance obligations (Hauptleistungspflichten):

As of the Signing Date (i) the validity or enforceability of none of the Material Agreements has been contested in writing, (ii) no Material Agreement has been terminated in writing vis-à-vis or by the Target Company, (iii) neither the Target Company nor, to the Managing Directors’ best knowledge, any counterparty is in such material breach of any of the Material Agreements that would lead to any consequences and (iv) neither the execution and delivery of this Agreement or any Closing Document by the Sellers nor the consummation of the transactions contemplated hereunder or thereunder will to the Managing Directors’ best knowledge violate any Material Agreement, give to the Managing Directors’ best knowledge rise to any right to terminate or accelerate any rights under a Material Agreement or require to the Managing Directors’ best knowledge the consent of any counterparty to a Material Agreement.

The Target Company and its material assets are covered by all necessary insurances for its businesses, especially building, fire, accident and third-party liability and loss insurances as well as such insurances required under agreements with any customers. Schedule 9.10 contains a list of all insurances in place for the Target Company at the Signing Date and of all losses claimed by the Target Company under these insurances in the last two (2) years. All of these insurances are valid and effective, the Target Company has paid all premiums when due for these insurances and complied with all terms of the insurances and to the Managing Directors’ best knowledge no circumstances exist which trigger a termination right of the relevant insurance company.

Schedule 9.11 sets forth and describes the name and location (including municipal address) of each bank, trust company or other institution in which the Target Company has an account, money on deposit, or a safety deposit box, and the account numbers related to such accounts, deposits and boxes and the names of all Persons who are authorized signatories thereon or who have access thereto or control thereover.

The Target Company owns, or has valid and uncontested rights to use, all fixed or movable assets necessary to conduct each of the businesses as currently carried out.

To the Managing Directors’ best knowledge, the business operations of the Target Company have not caused any contamination or pollution of soil, water, groundwater or air which require, pursuant to any environmental law as currently in effect, any clean-up, containment, other remedial action or investigation.

The Information Technology is in a proper, fully functional condition corresponding to the Managing Directors’ best knowledge to normal wear and tear. No material service or maintenance work is required, and all Updates, Patches and Service Packs have been implemented and are to the Managing Directors’ best knowledge working without material issues.

Schedule 9.16.1 includes an anonymized correct and complete list of the Target Company’s Employees at the Signing Date. The list correctly states for each Employee and board member function/position, date of birth, start of employment, fixed monthly gross salary and other financial entitlements, end of tenure (if fixed term employment), notice period (if deviating from statutory law), necessary work permits for Employees with non-EU-nationality and their validity periods and also includes all employment relationships which have been terminated either by an Employee or the Target Company to the Closing Date or a later date or which will be mutually settled to the Closing Date or a later date. The list shall also state the number of Employees who are subject to special legal protection against termination and shall specify the legal justification for such protection (e.g., maternity leave, parental leave, severe disability) without, however, allocating this information to individual Employees. The Target Company does not employ within its respective current fiscal year any leased employees (überlassene Arbeitnehmer). Except as disclosed in Schedule 9.16.1, the Target Company has no obligation to provide now or in the future any remuneration to any of their current or former board members for holding the position in the management board. Except as disclosed in Schedule 9.16.1, none of the parties listed in Schedule 9.16.1 has given or is reasonably likely to give notice of termination, and to the Managing Directors’ best knowledge no circumstances exist which give any such party a special right to terminate or modify the underlying employment or service agreement. The execution or consummation of this Agreement or the transactions contemplated therein does to the Managing Directors’ best knowledge not trigger any such rights of any person listed in Schedule 9.16.1.

Schedule 9.16.2 includes a correct and complete list of the Target Company’s (i) board members and (ii) Employees in each case with a fixed annual gross salary in excess of EUR 40,000 (collectively: “Key Employees”). Such list correctly states for each Key Employee the date of his/her service or employment contract and the nature and date of all ancillary agreements, amendments, side letters, waivers and similar documents, if any (such contracts together: “Key Personnel Contracts”).

The Target Company is not a party to any agreements or other commitments, whether of an individual or collective nature and including commitments based on operational practice (betriebliche Übung), regarding employee benefits such as anniversary, holiday or jubilee payments, promises regarding invalidity, old age and survivors care (other than those listed below in clause 9.16.4), bonuses, profit participation or other variable remuneration elements and stock allocation or stock options, virtual stock, stock appreciation rights or similar rights other than listed in Schedule 9.16.1 (all these kinds of benefits jointly: “Employee Benefits”). In connection with the long-term incentive stock allocation and stock option program in place at the Target Company under the VSOP, Schedule 9.16.1 further specifies the number of stocks and stock options granted to each participating Employee and board member of the Target Company, differentiated between vested and non-vested stocks and stock options, the respective expiry dates and exercise prices and any payment obligations under such program triggered by the execution of this Agreement. The Founders confirm that no beneficiary under the VSOP will be entitled to any payment whatsoever vis-à-vis the Target Company following the execution of this Agreement and the transactions contemplated therein.

Schedule 9.16.4 includes a correct and complete list of all agreements and other commitments, whether of an individual or collective nature and including commitments based on operational practice (betriebliche Übung), regarding pensions (betriebliche Altersversorgung) under which the Target Company has any obligations (“Pension Commitments”). All obligations under or in connection with the Pension Commitments, including obligations arising by operation of law that have become due, have been fulfilled by the Target Company. Except as disclosed in Schedule 9.16.4, all future obligations under or in connection with the Pension Commitments, including obligations arising by operation of law, appertaining to periods until the Signing Date are to the Managing Directors’ best knowledge fully funded according to the requirements established by law and the Pension Commitments based on the most recent actuarial data. The Target Company has set aside book reserves for pension liabilities as required by law and the Pension Commitments.

The Target Company is not party of or subject to any of the following: (i) any reconciliation of interest agreements (Interessenausgleiche) and social plans (Sozialpläne); and (ii) any collective arrangements, whether in the form of general commitments (Gesamtzusagen), standard terms of employment (vertragliche Einheitsregelungen), works agreements (Betriebsvereinbarungen), collective bargaining agreements (Tarifverträge) or in any other legal form under Applicable Law. The Target Company has no works council (Betriebsrat) or other employee representative body, and to the Managing Directors’ best knowledge does not face an imminent election of a works council or other employee representative body, or trade union and the Target Company is not a member of an employers’ association (Arbeitgeberverband).

Except for those listed in Schedule 9.16.6, the Target Company has not experienced in the last 12 months prior to the Signing any disputes with any competent Governmental Authorities or any strike or labor interruption, and there have been no audits by authorities competent for employment matters at the Target Company. Except for those listed in Schedule 9.16.6, there are to the Managing Directors’ best knowledge no claims or disputes with any of the Target Company’s present or former Employees, including but not limited to any claims relating to salaries, bonuses, severance payments, stock allocation, unjustified dismissal, notified to the Target Company in writing and outstanding.

All compensation and withholding obligations of the Target Company to or in respect of its current and former Employees (including salaries, short time work allowances, overtime premiums, bonus payments, holiday payments and severance payments) for periods until the Signing Date have been paid or have been duly provided for in the Financial Statements.

Except as listed in Schedule 9.16.8, no offer of employment or engagement has been made by the Target Company that has not yet been accepted or where the employment or engagement has not yet started.

The Target Company has to the Managing Directors’ best knowledge at all times complied with Applicable Laws on labor and employment, particularly on the leasing of employees (Temporary Employment Act – Arbeitnehmerüberlassungsgesetz), the employment of Employees with a non-EU-nationality (Residence Act – Aufenthaltsgesetz), on the protection of employee personal data (GDPR), on minimum wages (Minimum Wage Act – Mindestlohngesetz) and the laws on working hours (Working Hours Act – Arbeitszeitgesetz). Furthermore, the Target Company has duly notified all competent governmental bodies of all countries in which employees of the Target Company have performed work for the company regarding necessary social security and tax withholdings and paid all amounts due.

Since January 1, 2021 through to the Closing Date, the Target Company has conducted its business in the ordinary course (im gewöhnlichen Geschäftsbetrieb) consistent with past business practice. In particular,

Since January 1, 2021, the Target Company has not suffered any Material Adverse Change and no event has occurred, and to the Managing Directors’ best knowledge no circumstance exists, that could reasonably be expected to result in a Material Adverse Change.

At the Signing Date, the Target Company is not a claimant, or defendant, or to the Managing Directors’ best knowledge any other participant in legal proceedings, especially law suits in front of courts, including arbitration and labor court proceedings, nor party to any administrative procedures on the reason of breaching statutory obligations. To the Managing Directors’ best knowledge at the Signing Date, no such law suits or procedures are about to be started or threatened, nor are to the Managing Directors’ best knowledge any circumstances known to exist which might reasonably be expected to provide a basis for such proceedings, except for the Deveritec case.

The Sellers granted to the Purchaser in the course of the Purchaser’s due diligence of the Target Company through the virtual data room accessible via www.dfsvenue.com from 9 August, 2021 to 25 November 2021 (“Data Room”) access to all documents listed in Schedule 9.23 (“Documents”). The Documents cover all essential information which, in the reasonable opinion of a professional strategic investor, are necessary to assess the Target Company and its business operations. The Sellers have compiled the Data Room with the diligence of a prudent business person.

Except for the Deloitte Agreement, the Target Company has not incurred any obligation or liability, contingent or otherwise, for any brokerage or agent’s commission, finder’s fee or other similar payment in connection with this Agreement or the transactions contemplated hereby.

With respect to the Investors, this clause 9 shall apply mutatis mutandis provided that the Investors only represent and warrant to the Purchaser by way of independent promises of guarantee irrespective of a culpability of the Investors and the Target Company (selbständige und verschuldensunabhängige Garantieversprechen, sec. 311 para. 1 BGB) and only with respect to their own shares and only on their own behalf, that only the statements set forth in clause 9.2.1 are true, correct and not incomplete so as to make them misleading on the Signing Date and will also be true, correct and not incomplete so as to make them misleading on the Closing Date. The Investors do not grant any other warranties, representation or guarantees under this Agreement.

Any statement which refers to the “Managing Directors’ best knowledge” or any similar expression means the actual knowledge that the Founders had or would have obtained by exercising due care as a duly acting business person under German law, in each case as of the Signing Date.

In respect of all other costs and expenses incurred by the Sellers, or any one of them, or the Purchaser, the relevant Seller or Sellers and the Purchaser shall each bear its own costs and expenses.

With regard to Taxes of the Target Company assessed or levied for assessment periods (Veranlagungs- oder Erhebungszeiträume) which begin prior to or on the Closing Date, but end after the Closing Date, and are assessed on income, profits or turnover, the portion of the Taxes which relates to the period until and including the Closing Date will be calculated as if the respective assessment period (Veranlagungs- oder Erhebungszeitraum) had ended on the Closing Date. To the extent income, profits or turnover result from business transactions prior to or on the Closing Date and are reflected in the Closing Date Financial Calculations, such income, profits or turnover will be attributed to the period up to and including the Closing Date; to the extent they result from business transactions after the Closing Date or in case they are not reflected in the Closing Date Financial Calculations, such income, profits or turnover will be attributed to the period after the Closing Date.

With regard to any other Taxes of the Target Company, the portion of the Taxes attributable to the period prior to the Closing Date will be calculated pro rata temporis.

The Founders shall cooperate in good faith in all matters in connection with Taxes relating to periods up to and including the Closing Date (“Relevant Taxes”). In particular:

The Founders shall indemnify and hold harmless the Purchaser or the Target Company, at the choice of the Purchaser, from and against any Loss (including without limitation any fines, penalties or orders) arising or incurred by the Purchaser or the Target Company in relation to any Loss incurred or suffered by, or directed against, the Purchaser and/or the Target Company:

Clause 10.1.6 does apply also with respect to this clause 12.

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