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UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

____________________________________________________________

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

___________________________________________________________________

 

Date of Report (Date of earliest event reported):  November
10, 2020

 

DPW HOLDINGS, INC.

(Exact name of registrant as specified in
its charter)

 

Delaware   001-12711   94-1721931
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (I.R.S. Employer Identification No.)

 

201 Shipyard Way, Suite E, Newport Beach,
CA 92663

(Address of principal executive offices)
(Zip Code)

 

(949) 444-5464

(Registrant’s telephone number, including
area code)

 

Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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

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

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

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

 

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

 

Title of each class  

Trading

Symbol(s)

  Name of each exchange on which registered
Common Stock, $0.001 par value   DPW   NYSE American

 

Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging
growth company 
¨

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
¨

 

 

Forward-Looking Statements

 

This Current Report on Form 8-K and other
written and oral statements made from time to time by us may contain so-called “forward-looking statements,” all of
which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,”
“plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,”
and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current
facts. These statements are likely to address our growth strategy, financial results and product and development programs. One
must carefully consider any such statement and should understand that many factors could cause actual results to differ from our
forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties,
including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may
vary materially.

 

 

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

Stock Purchase Agreement

 

On November 9, 2020, Gresham Worldwide,
Inc., a Delaware corporation and wholly-owned subsidiary of DPW Holdings, Inc. (“Gresham”), entered into a Stock
Purchase Agreement (the “Agreement”) with Tabard Holdings Inc., a Delaware corporation and wholly owned subsidiary
of Gresham (“Tabard”), the legal and beneficial owners (the “Sellers”) of 100% of the issued
shares in the capital of Relec Electronics Ltd., a corporation organized under the laws of England and Wales (“Relec”),
and Peter Lappin, in his capacity as the representative of the Sellers (the “Sellers’ Representative”).  Upon
the terms and subject to the conditions set forth in the Agreement, Tabard shall acquire Relec pursuant to the Agreement (the “Transaction”)
whereby the Sellers shall sell to Tabard (i) 100% of the issued Class A ordinary shares of Relec (the “Class A Shares”),
(ii) 100% of the issued Class B ordinary shares of Relec (the “Class B Shares”), and (iii) 100% of the issued
Class D ordinary shares of Relec (the “Class D Shares” and, collectively with the Class A Shares and Class B
Shares, the “Shares”), for their pro rata portion (in accordance with the Seller’s respective percentage
ownership of Relec) of the Purchase Price (as defined hereafter), subject to post-closing adjustments in accordance Section 2.3
of the Agreement. The Purchase Price shall consist of £3,000,000, minus the stamp tax which Tabard is obligated to pay as
a result of its purchase of the Shares under the Laws of England and Wales, minus any outstanding “Indebtedness that exists
as of the closing date of the Agreement (the “Closing Date”) plus an amount equal to the “Company Cash”;
plus the amount by which the “Closing Working Capital” exceeds the “Target Closing Working Capital”, or
minus the amount by which the Closing Working Capital is less than the Target Closing Working Capital; plus the “Earn-out
Payments” (as such terms are defined in the Agreement).

 

Tabard has paid the sum of $500,000 in
United States currency (the “Deposit”) to an escrow agent (the “Escrow Agent”) as a deposit
toward payment of the Purchase Price. If the closing of the Transaction occurs (the “Closing”), the Escrow Agent
shall pay the Deposit to the Sellers in the proportions set forth in the Agreement. If the Closing fails to occur as a result of
the failure of the Sellers to meet the conditions of Section 6.1 of the Agreement, the Deposit shall be returned to the Purchaser.
If the Closing fails to occur for any reason other than as a result of the failure of the Sellers to meet the conditions of Section
6.1 of the Agreement, the Deposit shall be paid to the Sellers in the proportions set forth in the Agreement.

 

The Closing is subject to a number of closing
conditions, including, among other things: (i) absence of litigation that seeks to prohibit the Transaction and certain other matters;
(ii) the accuracy of the representations and warranties; (iii) the performance by the parties of certain covenants and agreements
in all material respects; (iv) the absence of a Material Adverse Effect (as defined in the Agreement); and (v) evidence that certain
suppliers have consented to the change of control of Relec and waived certain matters in connection therewith. The Agreement does
not contain a financing condition.

 

Each of Tabard, Relec and the Sellers have
made customary representations and warranties in the Agreement and have covenanted, among other things, that, subject to certain
customary exceptions: (i) the Sellers shall take such steps within his powers to procure that Relec will conduct its business in
the ordinary course of business consistent with past practice during the interim period between the execution of the Agreement
and the Closing Date; (ii) Relec is not subject to (or has received an exclusion from the applicable governmental authority) COVID-19
Measures (as defined in the Agreement), that would prevent Relec from continuing to operate in the ordinary course of business
as of the Agreement and the reasonably foreseeable future; (iii) Relec has not failed to comply with any mandatory COVID-19 Measures
in any material respects, and has in place and maintains in effect business continuity, risk management, emergency and disaster
plans, procedures, protocols and facilities appropriate for the nature of the risks associated with its business; and (iv) Relec
shall have provided Tabard with its audited financial statements consisting of the balance sheet of Relec as of February 29, 2020
and February 28, 2019 and the related statements of income and retained earnings, shareholder’s equity and cash flow for
the years then ended and unaudited financial statements consisting of the balance sheet of Relec as of August 31, 2020, as amended
and the related statements of income and retained earnings, members’ equity and cash flow for the six-month period then ended.
In addition, at the Closing, subject to the terms and conditions of the Agreement, the parties shall take all action necessary
to have, effective immediately upon the Closing: (i) Peter Lappin appointed to the position of Managing Director of Relec and John
Alfred Stone shall be appointed a director of Relec, and they shall serve in such capacity, in accordance with the terms of their
Employment Agreements, until the earlier of (A) December 31, 2023, or (B) their earlier resignation, death or permanent disability;
and (ii) three other persons, designated by Tabard, appointed to serve on the board of directors of Relec.

 

 

The Agreement may be terminated by the
parties at any time prior to the Closing (a) by the mutual written consent of the Sellers’ Representative and Tabard, (b)
by the Sellers or Tabard in the event of a breach, inaccuracy in or failure to perform any representation, warranty, covenant or
agreement made by the other party pursuant to this Agreement, or (c) by Tabard or the Sellers’ Representative in the event
that (i) there shall be any law that makes consummation of the transactions contemplated in the Agreement illegal or otherwise
prohibited; or (ii) any governmental authority shall have issued a governmental order restraining or enjoining the contemplated
transactions, and such governmental order shall have become final and non-appealable.

 

In accordance with the Agreement, Gresham
shall guarantee all the payment obligations of Tabard including the Earn-out Payments and the Post-Closing Adjustment (as such
terms are defined in the Agreement) to the extent provided for in the Agreement. Notwithstanding such guaranty, Gresham shall have
all of the rights Tabard has against the Sellers and be entitled to assert any defenses against the Sellers which Tabard has against
them. If Tabard fails to discharge its guaranteed obligations when due, the guaranteed parties may at any time and from time to
time and so long as Tabard has failed to discharge the guaranteed obligations, take any and all actions available under the Agreement
or under applicable law to collect Gresham’s liabilities pursuant to the Agreement in respect of such guaranteed obligations.
Gresham’s liability thereunder is absolute, unconditional, irrevocable and continuing.

 

The foregoing description of the Agreement
does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is annexed hereto as Exhibit
2.1
to this Current Report on Form 8-K and is incorporated herein by reference.  The Agreement has been included
to provide investors and stockholders with information regarding its terms.  It is not intended to provide any other
factual information about the parties.  The Agreement contains representations and warranties that the parties to the
Agreement made to and solely for the benefit of each other, and the assertions embodied in such representations and warranties
are qualified by information contained in confidential disclosure schedules that the parties exchanged in connection with signing
the Agreement.  Accordingly, investors and stockholders should not rely on such representations and warranties as characterizations
of the actual state of facts or circumstances, since they were only made as of the date of the Agreement (or such other date as
specified therein) and are modified in important part by the underlying disclosure schedules.

 

Where You Can Find Additional Information

 

The Company will file with the Commission
a Current Report on Form 8-K (the “Closing 8-K”) in connection with the Closing.  WE URGE INVESTORS
AND SECURITY HOLDERS TO READ THE CLOSING 8-K AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION about the Company and MPC.  Investors and security holders will be able to obtain these materials
(when they are available) and other documents filed with the SEC free of charge at the Commission’s website, www.sec.gov.  Security
holders may also read and copy any reports, statements and other information filed by the Company with the Commission, at the SEC
public reference room at 100 F Street, N.E., Washington D.C. 20549.  Please call the Commission at 1-800-SEC-0330 or
visit the Commission’s website for further information on its public reference room.

 

 

(d)           Exhibits:

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.  

 

 

DPW HOLDINGS, INC.

 

   
     
Date: November 10, 2020 By: Milton C. Ault, III
    Milton C. Ault, III
    Chief Executive Officer

 

 

– 4 –

 

 

 

 

Exhibit 2.1

 

STOCK PURCHASE AGREEMENT

 

This Stock Purchase
Agreement (this “Agreement”) is made and entered into as of the 9th day of November, 2020 (the “Execution
Date”), by and among: Tabard Holdings Inc., a Delaware corporation (the “Purchaser”), Gresham Worldwide,
Inc., a Delaware corporation (the ”Guarantor”), solely for the purposes of Article IX and guaranteeing the Earn-out
Payments, if any, the Persons listed on Appendix A attached hereto (collectively, the “Sellers”, and each individually,
a “Seller”), and Peter Christopher Lappin, in his capacity as the representative of the Sellers (the “Sellers’
Representative
”). The Purchaser, the Sellers, and Sellers’ Representative are each referred to herein individually
as a “Party” and collectively as the “Parties.”

 

WHEREAS, the
Sellers are the legal and beneficial owners of 100% of the issued shares in the capital of Relec Electronics Ltd., a corporation
organized under the laws of England and Wales (the “Company”);

 

WHEREAS, the
Purchaser has proposed to acquire the Company pursuant to a share purchase transaction (the “Transaction”) whereby,
pursuant to the terms and subject to the conditions of this Agreement, all of the Sellers shall sell to the Purchaser (i) 100%
of the issued Class A ordinary shares of the Company (the “Class A Shares”), (ii) 100% of the issued Class B
ordinary shares of the Company (the “Class B Shares”), and (iii) 100% of the issued Class D ordinary shares
of the Company (the “Class D Shares” and, collectively with the Class A Shares and Class B Shares, the “Shares”),
for their pro rata portion (in accordance with the Seller’s respective percentage ownership of the Company as set forth opposite
such Seller’s name on Appendix A) of the Purchase Price (as defined herein);

 

WHEREAS, a portion
of the Purchase Price payable by the Purchaser to the Seller shall be placed in escrow by the Purchaser, the release of which shall
be contingent upon certain events and conditions, all as set forth in this Agreement and the Escrow Agreement (as defined herein);
and

 

WHEREAS, the
obligation of the Parties to effect the contemplated Transactions are subject to the conditions set forth in Article VI hereof.

 

NOW, THEREFORE,
in consideration of the premises and the mutual covenants, representations and warranties contained herein, the Parties hereto,
intending to be legally bound, hereby agree as follows:

 

ARTICLE I

CERTAIN
DEFINITIONS

 

As used in this Agreement,
including any documents appended hereto as an Exhibit, the following terms shall have the meanings set forth in this Article I:

 

Accounting
Principles
” means Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic
of Ireland issued pursuant to section 464 of the Companies Act 2006 by the Financial Reporting Council at or prior to the Closing
and GAAP, as defined, after the Closing for the purposes of the Earn-out Payments.

 

Action
means any claim, action, cause of action, demand, lawsuit, arbitration, audit, notice of violation, proceeding, litigation, summons,
subpoena, inquiry, or investigation of any nature, civil, criminal, administrative, regulatory, or otherwise, whether at law or
in equity.

 

 

Affiliate
means, as to any Person, any other Person which, directly or indirectly, alone or together with other Persons, controls or is controlled
by or is under common control with such Person.

 

Audited Financial
Statements
” has the meaning set forth in Section 4.6(a) of this Agreement.

 

Balance Sheet
has the meaning set forth in Section 4.6(a) of this Agreement.

 

Balance Sheet
Date
” has the meaning set forth in Section 4.6(a) of this Agreement.

 

Business
means the business carried on by the Company as of the Execution Date, namely distributors of power conversion and display products,
or any part of it.

 

Business
Day
” means any day except Saturday, Sunday or any other day on which commercial banks located in London, England are
authorized or required by Law to be closed for business.

 

CA 2006
means the United Kingdom Companies Act 2006.

 

Closing
has the meaning set forth in Section 2.4 of this Agreement.

 

Closing Date
has the meaning set forth in Section 2.4 of this Agreement.

 

Closing Date
Payment
” means the aggregate amount of £3,000,000 less the Deposit, as defined, plus
the Estimated Cash
.

 

Closing
Working Capital
” means (a) the Current Assets of the Company other than
the Company
Cash less (b) the Current Liabilities of the Company determined as of the open/close of business on the Closing Date.

 

Closing Working
Capital Statement
” has the meaning set forth in Section 2.3(b)(i) of this Agreement.

 

Company Cash
means, with respect to the Company, the aggregate amount of all unrestricted (i) cash on hand, (ii) cash standing to the credit
of any account with a bank or other financial institution and (iii) cash equivalents, in each case to which the Company is beneficially
entitled as of the last Business Day prior to the Closing Date including the cash to be loaned to the Purchaser and paid to Clarke
Willmott LLP pursuant to Section 2.2(e), calculated in accordance with the Accounting Principles set forth on Section 4.6.

 

Company Charter
Documents
” has the meaning set forth in Section 4.4 of this Agreement.

 

Company Financial
Statements
” has the meaning set forth in Section 4.6(a) of this Agreement.

 

Company Intellectual
Property
” means all Intellectual Property that is owned by the Company.

 

 

Confidential
Information
” for purposes of this Agreement shall include, but not be limited to: trade secrets under applicable statutes
and the common law, and proprietary information, which may include, without limitation, ideas, concepts, samples, techniques, sketches,
drawings, works of authorship, models, inventions, know-how, finances, facilities, development plans, processes, apparatuses, equipment,
algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and
services of each of the Company, and its respective information concerning research, experimental work, development, design details
and specifications, engineering, historical and forecasted financial information, accounting software and systems, procurement
requirements, purchasing, manufacturing, customer lists, investors, employees including employee email and telephone numbers, business
and contractual relationships, business forecasts, sales and merchandising, marketing plans, and information regarding third parties,
(whether transferred orally, in writing, visually, electronically or by any other means) furnished (whether before or after the
Execution Date or the Closing Date hereof) by the Company or the Sellers or their respective Representatives to the Purchaser ,
and all analyses, compilations, forecasts, studies or other documents prepared by the Company or the Sellers, or their respective
Representatives in connection with the review of, or interest in, the Transaction which contain or reflect any such information.
The term Confidential Information will not, however, include information which (i) is or becomes generally available to the public
other than as a result of a disclosure by the Purchaser or its Representatives or by a third party which reached a duty, (ii) is
or becomes available to the Company on a non-confidential basis from a source (other than the disclosing Party or its Representatives)
which, is not prohibited from disclosing such Confidential Information to the Purchaser by a legal, contractual or fiduciary obligation,
and the Purchaser has no reason to believe that such source may be restricted from making such disclosure, (iii) is independently
developed by the Purchaser without use of the Confidential Information as demonstrated by written or documented evidence, or (iv)
was known by the Purchaser prior to disclosure to it by the Company, the Sellers or their Representatives.

 

Contract
means any contract, mortgage, lease, sublease, loan note, debenture, bond, deed of trust, license, sublicense, purchase order,
sales order, undertaking, joint venture, commitment, arrangement, instrument, or other agreement, commitment and legally binding
arrangement, whether oral or written, formal or informal.

 

Control,”
“controlled by” and “under common control with,” as and with respect to any Person, means the power, directly
or indirectly, to direct or cause the direction of the management and policies of such Person.

 

COVID-19
means the disease known as coronavirus or COVID-19.

 

COVID-19
Measures
” means any quarantine, “shelter in place”, “stay at home”, workforce reduction, social
distancing, shut down, closure, sequester or any other Law, order, or directive by any Governmental Authority in any country where
the Company does business or sells its products and services in connection with or in response to COVID-19.

 

Current
Assets
” means the cash and cash equivalents, accounts receivable, inventory and prepaid expenses, but excluding (a) the
portion of any prepaid expense of which
the Purchaser will not receive the benefit during
the initial 12 months following the Closing; and (b) deferred Tax assets, determined in accordance with the Accounting Principles
(as applicable) applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications,
judgments and valuation and estimation methodologies that were used in the preparation of the Audited Financial Statements for
the most recent fiscal year end as if such accounts were being prepared and audited as of a fiscal year end.

 

 

Current Liabilities
means accounts payable, accrued Taxes and accrued expenses, deferred Tax liabilities and the current portion of long term debt,
determined in accordance with the Accounting Principles (as applicable) applied using the same accounting methods, practices, principles,
policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in
the preparation of the Audited Financial Statements for the most recent fiscal year end as if such accounts were being prepared
and audited as of a fiscal year end.

 

Deposit
has the meaning contained in Section 2.2(e).

 

Directors
means all of the directors of the Company listed in Schedule 4.25.

 

Directors’
Loans Amount
” means the aggregate amount of £202,800 drawn by the Sellers as directors’ loans prior to the
date of this agreement but repaid prior to the Closing Date.

 

Disputed
Amounts
” has the meaning set forth in Section 2.3(c)(iii) of this Agreement.

 

Duly
Organized
” means the Company has been organized in accordance with all applicable laws of England and Wales and following
its organization it appointed officers and directors in accordance with its Memorandum of Association and Articles of Association.

 

Earn-out
Payments
” has the meaning set forth in Section 1 of Exhibit A.

 

Employment
Agreements
” means the JAS Employment Agreement, JMS Employment Agreement and PCL Employment Agreement.

 

Encumbrance
means any mortgage, pledge, lien (statutory or otherwise), charge, community property interest, encumbrance, lease, security interest,
license, restriction
, easement, encroachment, right of way, right of first refusal, condition, covenant, claim, exception,
option, equitable interest, right, other interest or other restriction of any kind or nature including any restriction on use,
voting, transfer, receipt of income or exercise of any other attribute of ownership (whether absolute, accrued, disputed, contingent
or otherwise).

 

Environmental
Claim
” means any Action, Governmental Order, lien, fine, penalty, or, as to each, any settlement or judgment arising
therefrom, by or from any Person alleging liability of whatever kind or nature (including liability or responsibility for the costs
of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages,
property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising
out of, based on or resulting from: (a) the presence, Release of, or exposure to, any Hazardous Materials; or (b) any actual or
alleged non-compliance with any Environmental Law or term or condition of any Environmental Permit.

 

Environmental
Law
” means any applicable Law in England and Wales, and any UK Governmental Order or binding agreement with any UK Governmental
Authority: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened
species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata);
or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation,
reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials.

 

 

Environmental
Notice
” means any written directive, notice of violation or infraction, or notice respecting any Environmental Claim
relating to actual or alleged non-compliance with any Environmental Law or any term or condition of any Environmental Permit.

 

Environmental
Permit
” means any Permit, letter, clearance, consent, waiver, closure, exemption, decision
or other action required under or issued, granted, given, authorized by or made pursuant to Environmental Law.

 

Escrow Agent
means Trethowans LLP.

 

Escrow
Agreement
” means the Escrow Agreement subject to English law to be entered into by
the Purchaser,
the Seller and the Escrow Agent at the Closing, substantially in the form of Exhibit B.

 

Estimated
Cash
” means £2,600,000.

 

Excess” has the meaning
set forth in Section 2.3(a) of this Agreement.

 

Excess Cash
means the amount by which the Company Cash exceeds the Estimated Cash.

 

Execution
Date
” means the date of this Agreement.

 

Ex-Im Laws” has the
meaning set forth in Section 4.28 of this Agreement.

 

Fraud” means an intentional
common law fraud (and not a constructive fraud, negligent misrepresentation or omission, or any form of fraud premised on negligence).
For avoidance of doubt, Fraud includes reckless conduct.

 

GAAP
means generally accepted accounting principles in the United States of America as promulgated by the American Institute of Certified
Public Accountants and the Financial Accounting Standards Board or any successor institutes concerning the treatment of any accounting
matter.

 

Good and
Marketable Title
” means title to the Shares that a bona fide purchaser for value without notice of any adverse claim
(or a protected purchaser under Section 8-303 of the Delaware Uniform Commercial Code) would receive. For avoidance of doubt, Good
and Marketable Title is superior in right as to any Person with adverse claims even in the event of fraud.

 

Governmental
Authority
” means any United Kingdom and/or foreign federal, state, local or other governmental authority of any kind
or nature, including any department, subdivision, commission, board, bureau, regulatory agency, agency or instrumentality thereof,
any arbitrator, court or tribunal of competent jurisdiction, and any administrative agency, and any comparable body performing
any governmental functions.

 

Governmental
Order
” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any
Governmental Authority.

 

Guarantor
means Gresham Worldwide, Inc.

 

 

Hazardous
Materials
” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid,
mineral or gas, in each case, whether naturally occurring or manmade, that is hazardous, acutely hazardous, toxic, or words of
similar import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive
materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation, and polychlorinated
biphenyls.

 

Holdback
Amount
” or “Escrow Fund” means the sum of £400,000.

 

Indebtedness
means, without duplication and with respect to the Company, all (a) indebtedness for borrowed money; (b) obligations for the deferred
purchase price of property or services (other than Current Liabilities taken into account in the calculation of Closing Working
Capital), (c) long or short-term obligations evidenced by notes, bonds, debentures or other similar instruments; (d) obligations
under any interest rate, currency swap or other hedging agreement or arrangement; (e) capital and operating lease obligations;
(f) reimbursement obligations under any letter of credit, banker’s acceptance or similar credit transactions; (g) guarantees
made by the Company on behalf of any third party in respect of obligations of the kind referred to in the foregoing clauses (a)
through (f); and (h) any unpaid interest, prepayment penalties, premiums, costs and fees that would arise or become due as a result
of the prepayment of any of the obligations referred to in the foregoing clauses (a) through (g).

 

Indemnitee
means the Party or other Person seeking indemnification or damages pursuant to this Agreement.

 

Insurance
Policies
” has the meaning set forth in Section 4.18 of this Agreement.

 

Intellectual
Property
” means all intellectual property rights and assets, and all rights, interests and protections that are associated
with, similar to, or required for the exercise of, any of the foregoing, however arising, pursuant to the Laws of any jurisdiction
throughout the world, whether registered or unregistered, including any and all: (a) trademarks, service marks, trade names, brand
names, logos, trade dress, design rights and other similar designations of source, sponsorship, association or origin, together
with the goodwill connected with the use of and symbolized by, and all registrations, applications and renewals for, any of the
foregoing; (b) internet domain names, whether or not trademarks, registered in any top-level domain by any authorized private registrar
or Governmental Authority, web addresses, web pages, websites and related content, accounts with Twitter, Facebook and other social
media companies and the content found thereon and related thereto, and URLs; (c) works of authorship, expressions, designs and
design registrations, whether or not copyrightable, including copyrights, author, performer, moral and neighboring rights, and
all registrations, applications for registration and renewals of such copyrights; (d) inventions, discoveries, trade secrets, business
and technical information and know-how, databases, data collections and other confidential and proprietary information and all
rights therein; (e) patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part, re-examinations,
renewals, substitutions and extensions thereof), patent applications, and other patent rights and any other Governmental Authority-issued
indicia of invention ownership (including inventor’s certificates, petty patents and patent utility models); and (f) software
and firmware, including data files, source code, object code, application programming interfaces, architecture, files, records,
schematics, computerized databases and other related specifications and documentation.

 

Independent
Accountant
” has the meaning set forth in Section 2.3(c)(iii) of this Agreement.

 

 

Interim Balance
Sheet
” has the meaning set forth in Section 4.6(a) of this Agreement.

 

Interim Balance
Sheet Date
” has the meaning set forth in Section 4.6(a) of this Agreement.

 

Interim Financial
Statements
” has the meaning set forth in Section 4.6(a) of this Agreement.

 

JAS Employment
Agreement
” means the employment agreement subject to English law, in agreed form, to be entered into between the Company
and John Alfred Stone at Closing, substantially in the form attached hereto as Exhibit C.

 

JMS Employment
Agreement
” means the employment agreement subject to English law, in agreed form, to be entered into between the Company
and Jonathan Mark Smith at Closing, substantially in the form attached hereto as Exhibit D.

 

Law
means, as to any Person, any domestic or foreign law, statute, regulation, rule, policy, guideline or ordinance applicable to the
businesses of the Parties, the contemplated Transactions and/or the Parties, including the Laws of the United States of America
or any jurisdiction therein, England and Wales, and the European Union, the Company Charter Documents, the Memorandum of Associations
and Articles of Association, and any statute, rule, regulation, ordinance, code, guideline, constitution, treaty, common law, judicial
decision, determination, order (including any injunction, judgment, writ, award or decree), constitution, treaty, common law, or
Consent of any Governmental Authority in each case applicable to or binding upon such Person, including the conduct of its business,
or any of its assets or revenues or to which such Person or any of its assets or revenues are subject.

 

Lease Agreements
refers to the Real Estate leases listed on Appendix B to this Agreement and annexed as Exhibit E to this Agreement.

 

Liabilities
means any liabilities, commitments or other obligations of any kind or nature whatsoever, accrued, fixed, absolute, contingent
or otherwise, accrued or unaccrued, liquidated or unliquidated, direct or indirect, choate or inchoate, determined, determinable
or non-determinable, due or to become due, known or unknown, matured or unmatured or otherwise.

 

Losses
means any and all Liabilities, losses, Actions, damages, deficiencies, assessments, judgments, fines, penalties, reasonable costs
(including remediation, renewal or response costs, and costs of investigation), and reasonable expenses (including reasonable legal
fees and expenses, including reasonable legal fees and expenses incurred in the enforcement of the obligations under this Agreement),
provided, that in no event shall the Sellers be liable under this Agreement to the Purchaser for any indirect, special, consequential,
exemplary or punitive damages or any multiple of damages or diminution in value, or limitation of any Tax attribute, business interruption,
cost of capital, or loss of business reputation or opportunity.

 

Marcum
has the meaning set forth in Section 2.3(c)(iii) of this Agreement.

 

Material
Adverse Effect
” means a material adverse effect on the results of operations, assets, business, prospects, or condition
(financial or otherwise) of the Company.

 

Material
Contracts
” has the meaning set forth in Section 4.13(a) of this Agreement.

 

 

Material
Customers
” has the meaning set forth in Section 4.9(a) of this Agreement.

 

Material
Suppliers
” has the meaning set forth in Section 4.9(b) of this Agreement.

 

Officers
means all of the officers of the Company listed in Schedule 4.25.

 

PCL Employment
Agreement
” means the employment agreement, subject to English law, in agreed form, to be entered into between the Company
and Peter Christopher Lappin at Closing, substantially in the form attached hereto as Exhibit F.

 

Permits
means all permits, licenses, certifications, accreditations, franchises, approvals, consents, authorizations, registrations, certificates,
grants, directives, guidelines, policies, requirements, concessions, variances, exemptions, identification numbers, and similar
rights obtained, or required to be obtained, from any Governmental Authority (including with respect to COVID-19 Measures).

 

Person
means any individual, corporation, partnership, limited liability company, trust, association, Governmental Authority or any other
entity.

 

Personal
Data
” means: (a) information that can be used to identify an individual either alone or when combined with other personal
or identifying information that is linked or linkable to a specific individual, and (b) any other information covered by any applicable
data privacy or security Law, each in connection with the operation of the Business.

 

Personnel
has the meaning set forth in Section 4.14(a) of this Agreement.

 

Post-Closing Adjustment
has the meaning set forth in Section 2.3(a) of this Agreement.

 

Privacy Policies
means all published privacy policies and internal privacy policies and guidelines maintained or published by the Company or privacy
policies required by applicable Laws.

 

Purchase
Price
” has the meaning set forth in Section 2.2(a) of this Agreement.

 

Purchaser
has the meaning set forth in the introductory paragraph of this Agreement.

 

Purchaser
Indemnified Parties
” means the Purchaser and any Affiliates.

 

“Real Property
means the real property owned, leased or subleased by the Company, together with all buildings, structures and facilities located
thereon as listed in Appendix B.

 

Release
means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching, dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including, without
limitation, ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata or within any building,
structure, facility or fixture).

 

Representative
means, with respect to any Person, any and all equity holders, members, partners, managers, directors, officers, employees, consultants,
financial advisors, counsel, accountants and other agents of such Person.

 

 

Required
Disclosure
” has the meaning set forth in Section 5.4(a)(i) of this Agreement.

 

Resolution
Period
” has the meaning set forth in Section 2.3(b)(ii) of this Agreement.

 

Review Period
has the meaning set forth in Section 2.3(b)(i) of this Agreement.

 

Restrictive
Period
” has the meaning set forth in Section 5.4(e)(ii) of this Agreement.

 

Restrictive
Territory
” has the meaning set forth in Section 5.4(e)(ii) of this Agreement.

 

Sanctioned
Country
” has the meaning set forth in Section 4.28 of this Agreement.

 

Sanctions
Laws
” has the meaning set forth in Section 4.28 of this Agreement.

 

Sanctioned
Person
” has the meaning set forth in Section 4.28 of this Agreement.

 

Settlement
Agreements
” means the settlement agreements, in agreed form, to be entered into between the Company and each of the Sellers
at the Closing.

 

Seller Indemnified
Parties
” means the Sellers and their respective Affiliates.

 

Sellers’
Representative
” has the meaning set forth in the introductory paragraph of this Agreement.

 

Shares
means, at any applicable point in time, all of the issued shares in the capital of the Company, which consist of Class A Shares,
Class B Shares, and Class D Shares.

 

Shortfall
has the meaning set forth in Section 2.3(a) of this Agreement.

 

Statement
of Objections
” has the meaning set forth in Section 2.3(b)(ii) of this Agreement.

 

Target Closing
Working Capital
” means £950,000.

 

Transactions
means the purchase of the Shares, and all other transactions contemplated by this Agreement and the other Transaction Documents.

 

Transaction
Documents
” means this Agreement, the Employment Agreements, the Settlement Agreements, the Escrow Agreement and each
other document or instrument deliverable by a party at the Closing.

 

Tax Return
means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including
any schedule or attachment thereto, and including any amendment thereof.

 

Taxes
means all federal, state, local, foreign and other income, gross receipts, sales, use, value added production, ad valorem, transfer,
franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated,
excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits,
customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties
with respect thereto and any related penalties, charges, interest and other additions thereto imposed by a Governmental Authority,
whether imposed in the United Kingdom, the United States or elsewhere in the world.

 

 

Termination
Fee
” means
£378,931.41.

 

To
the knowledge of the Sellers
” (and reasonably similar terms) means “to the best of the knowledge and belief of
the Sellers, after due inquiry of each Seller and the Directors of
the Company.”

 

Undisputed
Amounts
” has the meaning set forth in Section 2.3(b)(iii) of this Agreement.

 

Union
has the meaning set forth in Section 4.14(b) of this Agreement.

 

U.S Legal
Fees Payment
” means an amount of $10,000 in United States currency in respect of the Sellers’ U.S legal fees.

 

Warranty
Claim
means a claim for breach of any representation or warranty of the Sellers set forth in Article IV.

 

ARTICLE II

PURCHASE AND SALE

 

2.1       Purchase
and Sale.
Subject to the terms and conditions of this Agreement, at the Closing, the Sellers hereby agree to sell, transfer,
convey, assign and deliver to the Purchaser, with full title guarantee, and the Purchaser shall acquire and accept from the Sellers,
all and not less than all of the Shares (including the Shares respectively held by each Seller, free and clear of all Encumbrances).

 

2.2       Purchase
Price; Payment of Amounts.

 

(a)       Purchase
Price
. The purchase price (the “Purchase Price”) for the Shares shall be sum of
£3,000,000;
minus the Indebtedness; plus an amount equal to the Company Cash; plus the amount by which the Closing Working Capital exceeds
the Target Closing Working Capital, or minus the amount by which the Closing Working Capital is less than the Target Closing Working
Capital, all as calculated pursuant to Section 2.3(a); plus the Earn-out Payments, if any, which Earn-out Payments shall be calculated
and paid in accordance with Exhibit A.

 

(b)       Adjustments
for Tax Purposes
. The parties acknowledge and agree that, for all Tax purposes, the amount of any payment made to the Purchaser
(from the Escrow Fund or otherwise) for (i) any Warranty Claim or Post-Closing Adjustment shall (to the extent permitted by Law)
be treated as a reduction of the Purchase Price and, (ii) any Earn-out Payment made to
the Sellers
pursuant to Exhibit A shall be treated as an increase of the Purchase Price, unless otherwise required by Law.

 

(c)       Payment
of Amounts
. All payments to be made to the Sellers under this agreement shall be made in British pounds sterling, by electronic
transfer of immediately available funds to a single account designated by the Sellers’ Representative (who is irrevocably
authorized pursuant to Section 9.9 by each Seller to receive the same) no later than two Business Days prior
to the Closing Date. The Closing Date Payment and all other payments made by the Purchaser, in respect of the Purchase Price or
otherwise, shall be apportioned between the Sellers as set out opposite their respective names in Appendix A. The Purchaser’s
payment in accordance with this Section 2.2(c) of any amounts payable under this Agreement shall be a good and valid discharge
of the Purchaser’s obligation to pay the sum in question and the Purchaser shall not be liable to any Seller with respect
to the application of the monies so paid.

 

 

(d)       Directors’
Loans Amount.
Prior to Closing the Sellers shall repay all amounts outstanding by way of loans to Directors.

 

(e)       Payment
of Purchase Price
. The Purchaser has paid the sum of £378,931.41 (the “Deposit”) to Trethowans LLP
as a deposit toward payment of the Purchase Price. If the Closing occurs, the Purchaser shall cause Trethowans LLP to pay the Deposit
to the Sellers in the proportions set out in Appendix A. Immediately prior to the Closing, the Sellers shall cause the Company
to loan an amount equivalent to the Estimated Cash to the Purchaser (“Closing Loan”), such loan shall be evidenced
by a promissory note in the form annexed as Exhibit F-1. The proceeds of the loan shall be deposited with Clarke Willmott
LLP (the Sellers’ solicitors) and at Closing Clarke Willmott LLP shall be authorized to pay such amount to the Sellers. The
Parties agree that the making of this Closing Loan shall not be deemed to cause the Sellers to breach any representation or warranty
contained in Article IV or result in the Sellers breaching any covenant contained in Article V. If the Closing fails to occur as
a result of the failure of the Sellers to meet the conditions of Section 6.1, the Deposit shall be returned to the Purchaser. If
the Closing fails to occur for any reason other than as a result of the failure of the Sellers to meet the conditions of Section
6.1, the Deposit shall be paid to the Sellers in the proportions set out in Appendix A and the Purchaser shall immediately
instruct Trethowans LLP to make such payment. If Closing fails to occur for any reason the Purchaser shall immediately repay the
Closing Loan to the Company and Clarke Willmott LLP shall be authorized to pay the proceeds of the Closing Loan to the Company.

 

2.3       Purchase
Price Adjustment
.

 

(a)       Post-Closing
Adjustment
. Within 60 days after the Closing Date,
the Purchaser shall prepare and deliver
to
the Sellers a statement (the “Closing Working Capital Statement”)
setting forth its calculation of the Closing Working Capital and Company Cash which statement shall contain an audited balance
sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein) which audit shall be
in accordance with GAAP, a calculation of Closing Working Capital and Company Cash, a reconciliation of the audited balance sheet
to a balance sheet prepared using the Accounting Principles used prior to the Closing and a certificate of the Chief Financial
Officer of
the Purchaser that the Closing Working Capital Statement and the reconciled balance
sheet were prepared in accordance with the Accounting Principles applied using the same accounting methods, practices, principles,
policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in
the preparation of the Audited Financial Statements for the most recent fiscal year end as if such Closing Working Capital Statement
was being prepared and audited as of a fiscal year end.
For the purposes of the Closing Working Capital Statement, payroll
costs and invoices for expenses covering a period of time both prior to and after the Closing Date should be allocated based on
a time basis during the month, such that payroll costs and expenses relating to the period prior to Closing are borne by the Sellers
and payroll costs and expenses relating to the period post Closing are borne by the Purchaser. The
post-closing adjustment shall be an amount equal to the Closing Working Capital minus the Target Closing Working Capital plus the
Excess Cash, if any (the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a positive number (an
Excess”), the Purchaser shall pay to the Sellers an amount equal to the Post-Closing Adjustment and if the
Post-Closing Adjustment is a negative number (a “Shortfall”), the Sellers shall pay to the Purchaser an amount
equal to the Post-Closing Adjustment. Any payment of a Post-Closing Adjustment (as finally determined in accordance with Section
2.3(b)) shall be paid in accordance with Section 2.3(c).

 

 

(b)       Examination
and Review
.

 

(i)       Examination.
After receipt of the Closing Working Capital Statement, the Sellers’ Representative shall have 45 days (the “Review
Period
”) to review the Closing Working Capital Statement. During the Review Period, the Sellers’ Representative
and his accountants shall have full access to the books and records of the Company, the personnel of, and work papers prepared
by,
the Purchaser and/or its accountants to the extent that they relate to the Closing Working
Capital Statement and to such historical financial information (to the extent in
the Purchaser’s
possession) relating to the Closing Working Capital Statement as the Sellers’ Representative may reasonably request for the
purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of Objections (defined below), provided,
that such access shall be in a manner that does not interfere with the normal business operations of
the Purchaser
or the Company.

 

(ii)       Objection.
On or prior to the last day of the Review Period, the Sellers’ Representative may object to the Closing Working Capital Statement
by delivering to
the Purchaser a written statement setting forth its objections in reasonable
detail, indicating each disputed item or amount and the basis for
the Seller’s disagreement
therewith (the “Statement of Objections”). If the Sellers’ Representative fails to deliver the Statement
of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment,
as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by the Sellers’
Representative. If the Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period,

the Purchaser and the Sellers’ Representative shall
negotiate in good faith to resolve such objections within 30 days after the delivery of the Statement of Objections (the “Resolution
Period
”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing
Working Capital Statement with such changes as may have been previously agreed in writing by
the Purchaser
and
the Sellers’ Representative, shall be final and binding.

 

(iii)      Resolution
of Disputes
. If the Sellers’ Representative and
the Purchaser fail to reach an
agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period,
then any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed
Amounts
”) shall be submitted for resolution to
Marcum LLP (“Marcum”) or, if Marcum is unable to serve,
the Purchaser and the Sellers shall appoint by mutual agreement an impartial independent certified
accountant in the UK, who must be employed by a firm registered with the United States Public Company Accounting Oversight Board,
agreed upon by
the Purchaser and the Sellers’ Representative (or in the absence of
such agreement appointed by the President of the Institute of Chartered Accounts in the UK) (the “Independent Accountants”)
who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Post-Closing
Adjustment, as the case may be, and the Closing Working Capital Statement. The Parties hereto agree that all adjustments shall
be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties
and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working
Capital Statement and the Statement of Objections, respectively.

 

 

(iv)      Fees
of the Independent Accountants
. The fees and expenses of the Independent Accountant shall be paid by
the Sellers’
Representative (on behalf of
the Sellers), on the one hand, and by the Purchaser,
on the other hand, based upon the percentage that the amount actually contested but not awarded to the Sellers’ Representative
or
the Purchaser, respectively, bears to the aggregate amount actually contested by the
Sellers’ Representative and
the Purchaser.

 

(v)      Determination
by Independent Accountants
. The Independent Accountants shall make a determination as soon as practicable but in any event
within 30 days (or such other time as the Sellers’ Representative and
the Purchaser
shall agree in writing) after its engagement, and its resolution of the Disputed Amounts and its adjustments to the Closing Working
Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

 

(c)       Payment
of Post-Closing Adjustment
. Any payment of the Post-Closing Adjustment owed by
the Sellers
to
the Purchaser shall be paid by the Escrow Agent pursuant to the terms of the Escrow Agreement
from the Holdback Amount; provided, however, the Parties acknowledge and agree that that the Holdback Amount shall
not be the sole source of
the Purchaser’s right to the Post-Closing Adjustment, and
that
the Sellers shall be liable for any amount of the Shortfall in excess of the Holdback
Amount. If the Post-Closing Adjustment is a Shortfall, the Escrow Agent shall, within 10 Business Days after the final determination
of the Post-Closing Adjustment distribute the amount of the Post-Closing Adjustment from the Holdback Amount to
the Purchaser
by wire transfer of immediately available funds to such account as is directed by
the Purchaser.
If the Post-Closing Adjustment is an Excess, the Purchaser shall pay the amount of the Post-Closing Adjustment to the Sellers in
accordance with Article 2.2(c) within 10 Business Days after the final determination of the Post-Closing Adjustment. The balance
of the Holdback Amount remaining after any distribution by the Escrow Agent of the Post-Closing Adjustment shall remain held by
the Escrow Agent and subject to the terms of the Escrow Agreement.

 

(d)       Adjustments
for Tax Purposes
. Any payments made pursuant to Section 2.3 shall be treated as an adjustment to the Purchase Price by the
parties for Tax purposes, unless otherwise required by Law.

 

2.4       Closing;
Closing Date.
The consummation of the contemplated Transactions (the “Closing”) shall take place remotely,
and shall occur on November 20, 2020, or such later date as all Parties shall agree upon in writing (the “Closing Date”).

 

2.5       Deliveries
at Closing
.

 

(a)       Deliveries
at Closing by
the Sellers. At the Closing,
subject to the terms and conditions of this Agreement, the Sellers shall execute and/or deliver (as applicable), or cause to be
executed and/or delivered, to
the Purchaser:

 

(i)       certificates
representing all of the Shares, accompanied by duly executed stock transfer forms transferring such Shares to
the Purchaser
and otherwise in good form for the transfer to
the Purchaser of legal ownership of the Shares
in accordance with CA 2006, or if any Company Share certificates have been lost or destroyed, an indemnity from such Seller in
form and content approved by
the Purchaser or its counsel before execution of this Agreement,
including a power of attorney coupled with an interest in favor of
the Purchaser entitling
the Purchaser to exercise all rights, whether voting or otherwise, attaching to such Shares
pending registration of share transfers;

 

 

(ii)       an
irrevocable power of attorney, in agreed form, given by each Seller in favor of the Purchaser (or its nominee) to enable the attorney
(or its proxies) to exercise all voting and other rights attaching to the Shares in the period between Closing and registration
of the transfer of the Shares in
the Company’s register of members;

 

(iii)      a
counterpart to the Employment Agreements, duly executed by each respective Seller;

 

(iv)      the
original or a duly certified copy of any power of attorney under which any of the documents to be delivered to
the Purchaser
under this Section 2.5 have been executed;

 

(v)      the
registers and other records required to be kept by
the Company under the CA 2006, in each
case properly written up as at the Closing Date, together with the minute books, common seals (if any), certificates of incorporation
and any certificates of incorporation on change of name of Company;

 

(vi)      certificates
that as of the Closing Date the representations and warranties contained in Article IV are true and correct in all material respects,
except representations and warranties which are qualified by materiality are true and correct in all respects;

 

(vii)     a
letter from Peter Christopher Lappin, in agreed form, confirming that he has ceased to be a registrable person (within the meaning
of section 790C of the CA 2006) in relation to the Company;

 

(viii)     in
relation to the Company: (a) statements from each bank at which the Company has an account (the “Bank Statements”),
giving the balance of each account at the close of business on the last Business Day before the Closing Date; (b) all check books
of the Company in current use and written confirmation that no check has been written since the date of the Bank Statements; (c)
details of the Company’s cash book balances; and (d) reconciliation statements
reconciling the Company’s cash book balances and the check books with the Bank Statements;

 

(ix)       a
certificate in the form annexed as Exhibit G that all debts and accounts between the Company and the Sellers (or any person
connected with or related to a Seller) have been fully paid or otherwise discharged, except for the Directors Loan Amounts which
shall be paid as provided by Section 2.2(d);

 

(x)       a
certificate in the form annexed as Exhibit H confirming the release of all guarantees or other security given by the Company
in respect of the liabilities or obligations of any Seller or any other third party;

 

(xi)      evidence
that all charges, mortgages, debentures and guarantees to which the Company is a party and, in relation to each such instrument
and any covenants connected with it: (a) a discharge or release in agreed form, duly executed
by the relevant lender or charge holder; and (b) if applicable, a duly completed and executed Form MR04 (Statement of satisfaction
in full or in part of a charge) except in relation to the debenture in favor of HSBC Bank plc dated 29 June 2018;

 

 

(xii)       the
Escrow Agreement, duly executed by each of the Sellers;

 

 

(xiii)       the
Settlement Agreements executed by the Company and each of the Sellers;

 

(xiv)       a
certified copy of the signed minutes, in agreed form, of each of the board meetings held by the Company in which the Company shall
have authorized and approved the contemplated Transactions
and the execution and delivery by the Sellers of this Agreement,
any documents necessary to consummate the contemplated Transactions, including the Transaction Documents to which such Seller is
a party, and any other documents referred to in this Agreement as being required to be delivered by the Sellers, including each
of the following: (a)
the registration of the transfers of the Shares to the Purchaser; (b) the acceptance of the Resignation
Letters; (c) the appointment of the persons nominated by the Purchaser as directors of the Company; (d) changing the accounting
reference date of the Company to 31 December; (e) changing the registered office of the Company to Gresham House, Telford Road,
Salisbury, Wiltshire, SP2 7PH; (f) revoking all existing instructions and authorities to
the bankers of the Company and replacing them with new instructions and authorities as the Purchaser requires; and (g) the entry
by the Company into the Employment Agreements;

 

(xv)       certificates
that the Directors Loan Amounts have been paid;

 

(xvi)      such
other documents as are required by Article VI or as may be reasonably requested by the Purchaser and approved in good faith by
the Sellers that are necessary to consummate the contemplated Transactions and the Closing including a letter agreement between
the Parties dated the Closing Date as set out in Exhibit I .

 

(b)       Deliveries
at Closing by
the Purchaser. At the Closing,
subject to the terms and conditions of this Agreement,
the Purchaser shall execute and deliver
or cause to be executed and delivered to the Sellers or the Escrow Agent (as applicable):

 

(i)     
  the Closing Date Payment by wire transfer designated by each respective Seller;

(ii)       the
U.S Legal Fees Payment to the Sellers;

 

(iii)       the
Holdback Amount to the Escrow Agent by wire transfer of immediately available funds to an account designated by the Escrow Agent
as set forth in the Escrow Agreement
, to be held for the purpose of securing all or part of the payment and indemnification
obligations of the Sellers set forth in this in this Agreement;

 

(iv)       a
duly executed counterpart of the Escrow Agreement;

 

(v)       a
duly executed counterpart of the Employment Agreements;

 

(vi)      an
executed promissory note payable to the Company in the form annexed as Exhibit F-1;

 

(vii)     a
certified copy of the resolutions, in form and substance satisfactory to the Sellers, adopted by the board of directors of the
Purchaser and the Guarantor authorizing the contemplated Transactions and the execution and delivery, by the officers specified
in the resolution, of this Agreement, any documents necessary to consummate the contemplated Transactions, including the Transaction
Documents to which the Purchaser is a party, and any other documents referred to in this Agreement as being required to be delivered
by the Purchaser; and

 

 

(viii)      such
other documents or instruments as may be reasonably requested by
the Sellers and approved
in good faith by the Purchaser that are necessary to consummate the contemplated Transactions and the Closing including a letter
agreement
between the Parties dated the Closing Date as set out in Exhibit I.

ARTICLE III

REPRESENTATIONS
AND
WARRANTIES OF THE PURCHASER

 

The
Purchaser hereby represents and warrants to the Sellers
that the following statements contained in this Article III are
true and correct as of the Execution Date and will be true and correct on the Closing Date:

 

3.1       Organization
and Authority of the Purchaser and the Guarantor
. Each of the Purchaser and the Guarantor is a corporation Duly Organized,
validly existing and in good standing under the Laws of the State of Delaware. Each of the Purchaser and the Guarantor has full
corporate power and authority to enter into this Agreement and the Transaction Documents to which each of the Purchaser and the
Guarantor is a party, conduct its business as presently conducted by it and to enter into and perform this Agreement and to carry
out the contemplated Transactions. The execution and delivery by each of the Purchaser and the Guarantor of this Agreement and
any Transaction Document to which the Purchaser or the Guarantor is a party, the performance by each of the Purchaser and the Guarantor
of its obligations hereunder and thereunder and the consummation of the contemplated Transactions have been duly authorized by
all requisite corporate action on the part of each of the Purchaser and the Guarantor. This Agreement has been duly executed and
delivered by each of the Purchaser and the Guarantor, and (assuming due authorization, execution and delivery by the Seller) this
Agreement constitutes a legal, valid and binding obligation of each of the Purchaser and the Guarantor enforceable against each
of the Purchaser and the Guarantor in accordance with its terms. When each Transaction Document to which the Purchaser or the Guarantor
is or will be a party has been duly executed and delivered by either the Purchaser or the Guarantor (assuming due authorization,
execution and delivery by each other Party thereto), such Transaction Document will constitute a legal and binding obligation of
each of the Purchaser and the Guarantor enforceable against it in accordance with its terms.

 

3.2       No
Conflicts; Consents.
The execution, delivery and performance by each of the Purchaser and the Guarantor of this Agreement and
the Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do
not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of
incorporation, by-laws or other organizational documents of either the Purchaser or the Guarantor; (b) conflict with or result
in a violation or breach of any provision of any Law or Governmental Order applicable to either the Purchaser or the Guarantor;
or (c) require the consent, notice or other action by any Person under any Contract to which either the Purchaser or the Guarantor
is a party. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority
is required by or with respect to either the Purchaser or the Guarantor in connection with the execution and delivery of this Agreement
and the Transaction Documents and the consummation of the contemplated Transactions, except for such consents, approvals, Permits,
Governmental Orders, declarations, filings or notice which, in the aggregate, would not have a Material Adverse Effect.

 

 

3.3       Investment
Purpose.
The Purchaser is acquiring the Shares solely for its own account for investment purposes and not with a view
to, or for offer or sale in connection with, any distribution thereof. the Purchaser acknowledges that the Shares are not registered
under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold
except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption
therefrom and subject to state securities laws and regulations, as applicable.

 

3.4       Brokers.
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with
the contemplated Transactions by this Agreement or any Transaction Document based upon arrangements made by or on behalf of the
Purchaser.

 

3.5       Legal
Proceedings.
There are no Actions pending or, to the Purchaser’s knowledge, threatened against or by either the Purchaser
or the Guarantor that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

 

3.6       Sufficient
Funds
. The Purchaser and the Guarantor have sufficient cash on hand or other sources of immediately available funds to enable
the Purchaser to make the payments under Section 2.2 and consummate the transactions contemplated by this Agreement.

 

ARTICLE IV

REPRESENTATIONS AND WARRANTIES REGARDING
THE COMPANY AND THE SELLERS

 

Except
as set forth in the correspondingly numbered Schedules, the Sellers hereby jointly and severally represent and warrant to
the
Purchaser that the following statements contained in this Article IV are true and correct as of
the Execution Date and will be true and correct as of the Closing Date:

 

4.1       Organization,
Standing and Qualification of
the Company.
The Company is a corporation Duly Organized and validly existing under the laws of England and Wales. The Company has the full
corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry
on its business as it has been and is currently conducted.

 

4.2       Authorization
of Agreement, contemplated Transactions and Transaction Documents
. Each Seller has all right, power and authority to execute
and deliver this Agreement and each Transaction Document to which he is a party and to perform his obligations hereunder and thereunder
and to consummate the contemplated Transactions. This Agreement has been duly executed and delivered by each Seller, and (assuming
due authorization, execution and delivery by
the Purchaser hereto) this Agreement constitutes
a legal, valid and binding obligation of each Seller enforceable against each such Seller in accordance with its terms. When each
Transaction Document to which any Seller is or will be a party has been duly executed and delivered by such Seller (assuming due
authorization, execution and delivery by
the Purchaser), such Transaction Document will
constitute a legal and binding obligation of such Seller enforceable against him or it in accordance with its terms.

 

 

4.3       Capitalization;
Ownership of the Shares; No Encumbrances
.

 

(a)       The
Shares being sold by the Sellers constitute 100% of the issued shares in the capital of the Company. The Sellers are the true and
lawful registered holders and beneficial owners, of the Shares listed opposite the name of each of the Sellers on Appendix A.

 

(b)       All
issued Shares: (i) are duly authorized, validly issued and fully paid; (ii) were issued in compliance with applicable Law; (iii)
are free and clear of all Encumbrances; and (iv) not subject to any preemptive or similar rights created by statute or applicable
Law, the Company Charter Documents (as defined below) or any agreement to which the Company is a party.

 

(c)       (i)
No subscription, warrant, option, convertible or exchangeable security, or other right (contingent or otherwise) to purchase or
otherwise acquire equity securities of the Company is authorized or outstanding, and (ii) there is no commitment by the Company
or any Seller to issue subscriptions, warrants, options, convertible or exchangeable securities, or other such rights or to distribute
to holders of any of its equity securities any evidence of indebtedness or asset, to repurchase or redeem any securities of the
Company or to grant, extend, accelerate the vesting of, change the price of, or otherwise amend any warrant, option, convertible
or exchangeable security or other such right. There are no options, agreements or other Encumbrances of any other person, firm
or corporation in existence which could restrict or limit the respective Seller’s ability to transfer to the Purchaser Good
and Marketable title to all of its Shares free and clear of all such Encumbrances. Upon consummation of the contemplated Transactions,
the Purchaser shall own the Shares, free and clear of all Encumbrances.

 

(d)       No
issued Company Share is subject to vesting or forfeiture rights or repurchase by the Company or any other Person. There are no
outstanding or authorized equity interests, whether profits interests, dividend equivalent, profit participation or other similar
rights with respect to the Company or any of its securities.

 

(e)       There
are no declared or accrued unpaid distributions with respect to any Shares. All distributions, dividends, repurchases and redemptions
of the Shares (or other equity interests) of the Company were undertaken in compliance with the Company Charter Documents (as defined
below) then in effect, any agreement to which the Company then was a party and in compliance in all material respects with applicable
Laws.

 

(f)       The
Purchaser shall be entitled to rely on the Sellers’ respective percentage ownership set forth in Appendix A in making
payments under this Agreement and the Purchaser shall not be responsible for the calculations or the determinations regarding such
calculations in Appendix A.

 

4.4       No
Conflicts; Consents
. None of the execution, delivery or performance of this Agreement, the consummation of the contemplated
Transactions, or compliance by
the Company or any Seller with any of the provisions of this
Agreement will (with or without notice or lapse of time, or both): (i) conflict with or violate any provision of
the Company’s
Memorandum of Association or Articles of Association, in each case as amended (collectively, the “Company Charter Documents”);
or any agreement or instrument to which the Company is a party (ii) conflict with or result in a violation or breach of any provision
of any Law or Governmental Order applicable to
the Company; or (iii) require any consent
or approval under, violate, conflict with, result in the breach of or any loss of any benefit under, or constitute a default under,
or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result
in the creation of an Encumbrance upon any of the respective properties or assets of
the Company
pursuant to any material Contract or Permit to which the Company is a party or by which it or any of its properties or assets may
be bound or affected. Except as set forth in Schedule 4.4, no consent, approval, Permit, Governmental Order, declaration
or filing with, or notice to, any Governmental Authority is required prior to the Closing by or with respect to
the Company
or any Seller in connection with the execution, delivery and performance of this Agreement and the Transaction Documents and the
consummation of the contemplated Transactions.

 

 

4.5       No
Subsidiaries.
Except as set forth in Schedule 4.5,
the Company does not own,
or have any interest in any shares or have an ownership interest in any other Person.

 

4.6       Financial
Statements.

 

(a)       Descriptions
of the Company’s financial accounting policies, standards, practices, evaluation rules and estimation techniques with respect
to revenue recognition, inventory, recording and accrual of expenses, write down of assets, depreciation, and determination of
the Company Cash are set forth in Schedule 4.6, each as amended. The Company has provided to the Purchaser true, complete
and correct copies of its audited financial statements consisting of the balance sheet of the Company as at February 29, 2020 and
February 28, 2019 and the related statements of income and retained earnings, shareholder’s equity and cash flow for the
years then ended (the “Audited Financial Statements”), and unaudited financial statements consisting of the
balance sheet of the Company as at August 31, 2020, as amended and the related statements of income and retained earnings, members’
equity and cash flow for the five-month period then ended (the “Interim Financial Statements” and together with
the Audited Financial Statements, the “Company Financial Statements”). The Company Financial Statements (i)
were prepared in accordance with the books and records of the Company and using the Accounting Principles applied on a consistent
basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end
adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ
materially from those presented in the Audited Financial Statements), (ii) fairly present in all material respects the financial
condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the
periods indicated, (iii) reflect the effects of COVID-19 and COVID-19 Measures on the Company and include adequate provisions to
reflect the effects of COVID-19 and COVID-19 Measures on the Company, and (iv) do not reflect any transactions which are not bona
fide transactions. The balance sheet of the Company as of February 29, 2020 is referred to herein as the “Balance Sheet
and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of August 31 31, 2020,
is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet
Date
”.

 

(b)       Except
as disclosed in the Company Financial Statements or on Schedule 4.6(c), there has been no material change in the financial
condition, operations or business of the Company since the Interim Balance Sheet Date.

 

(c)       The
inventories and raw materials of the Company, including those reflected in the Company Financial Statements, are of a quantity
and quality usable and saleable in the ordinary course of business within a reasonable period of time and without discount outside
of the ordinary course of business, are merchantable and fit and sufficient for their particular purpose, are not slow moving or
obsolete based on the Company’s accounting policies and practices and are reasonable in kind and amount in light of the normal
needs of the Company. To the knowledge of the Sellers, COVID-19 and COVID-19 Measures do not prevent the Company from maintaining
an adequate quantity of inventory and raw materials, including as a result of any disruption in supply chains affecting the Company’s
supply of inventory and raw materials. None of the inventory of the Company is subject to any consignment, bailment, warehousing
or similar contract.

 

 

4.7       Undisclosed
Liabilities
. The Company has no Liabilities and there is no existing condition, fact or set of circumstances that could be
reasonably expected to result in any Liabilities
, of the nature required to be disclosed in the financial statements prepared
in accordance with the Accounting Principles, except for (a) those which are adequately reflected
or reserved against in the Interim Balance Sheet as of the Interim Balance Sheet Date, (b) those which have been incurred in the
ordinary course of business consistent with past practice since the Interim Balance Sheet Date and which are not, individually
or in the aggregate, material in amount, or (c) those set forth in Schedule 4.7.

 

4.8       Absence
of Material Adverse Effect; Distributions
. Except as otherwise set forth in Schedule 4.8, since the Balance Sheet Date,
the Company has operated only in the ordinary course and since that date, there has not
been any change in the business, operations, assets or condition (financial or otherwise) of
the Company
that has had or might reasonably be expected to have a Material Adverse
Effect. Without
limiting the generality of the foregoing, except as otherwise
set forth in Schedule 4.8, since the Balance Sheet
Date:

 

(a)       the
Company has not, in a single transaction or a series of related transactions, sold, transferred, or disposed of any of its assets,
tangible or intangible, which, individually or in the aggregate, have a fair market value in excess of £25,000, other than
sale of products and services in the ordinary course of business;

 

(b)       the
Company has not entered into any Material Contract;

 

(c)       no
Person (including Company and the Sellers) has accelerated, terminated, modified, or cancelled any Material Contract;

 

(d)       the
Company has not incurred any loans or borrowings in excess of £25,000 or granted or suffered to exist any Encumbrance (other
than Permitted Encumbrances) upon any of its assets, tangible or intangible;

 

(e)       the
Company has not made any capital expenditure (or series of related capital expenditures) either involving more than £25,000
or outside the ordinary course of business;

 

(f)       the
Company has not made any capital investment in, any loan to, or any acquisition of the securities or (otherwise than in the ordinary
course of business) assets of, any other Person (or series of related capital investments, loans, and (otherwise than in the ordinary
course of business) acquisition in excess of £25,000;

 

(g)       the
Company has not issued any loan note, bond, or other debt security or created, incurred, assumed, or guaranteed or otherwise become
liable for any Indebtedness;

 

(h)       the
Company has not cancelled, compromised, waived, or released any right or claim including forgiveness of indebtedness or any sums
due;

 

(i)       the
Company has not licensed, sold or otherwise transferred any rights under or with respect to any material Intellectual Property;

 

 

(j)       there
has been no change made or authorized in the Company Charter Documents;

 

(k)       the
Company has not issued any shares, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion,
exchange, or exercise) any shares;

 

(l)       the
Company has not directly or indirectly, (i) made, paid or declared any dividend or distribution in respect of its shares, or repurchased
or redeemed any shares (ii) paid any interest or principal in respect of, or otherwise made any payment in connection with, any
Indebtedness, (iii) paid any management or other fees to the Sellers or any of their respective Affiliates except for the Directors
Loans Amounts and salaries and expenses in the ordinary course of business, (iv) made any other payment in respect of any liability,
obligation or commitment to the Sellers or any of their respective Affiliates, (v) assumed, guaranteed, or otherwise become liable
(directly or contingently) for any liability or obligation of the Sellers or any of their respective Affiliates, or (vi) entered
into any other transaction, commitment or understanding with the Sellers or any of their respective Affiliates or for the benefit
of any of them;

 

(m)       the
Company has not experienced any damage or destruction to or loss of (whether or not covered by insurance) to its property in excess
of £25,000 in the aggregate;

 

(n)       the
Company has not entered into amended or terminated any employment contract, collective bargaining agreement, independent contractor
agreement, or consulting agreement written or oral, or materially modified the terms of any existing such contract or agreement;

 

(o)       except
for the Directors’ Loans Amount the Company has not granted any increase in the base compensation of any of its Directors
or employees outside the ordinary course of business;

 

(p)       the
Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract,
or commitment for the benefit of any of its Directors or employees;

 

(q)       the
Company has not made any other material change in employment terms for any of its Directors, Officers, and employees outside the
ordinary course of business;

 

(r)       the
Company has not made or pledged to make any charitable or other capital contribution;

 

(s)       the
Company has not made an election with respect to Taxes that was not previously made, nor has it changed or revoked an election
with respect to Taxes that was previously made;

 

(t)       the
Company has not entered into an new line of business or abandoned or discontinued any existing line of business;

 

(u)       the
Company has not failed to comply with any mandatory COVID-19 Measure in any material respects; and

 

(v)       the
Company has not committed or agreed, orally or in writing, to any of the foregoing and the giving of notice by any Person or the
passage of time will not result in the occurrence of any of the foregoing.

 

 

4.9       Customers
and Suppliers.
 

 

(a)       Schedule
4.9(a)
sets forth (i) each customer of the Company who has paid aggregate consideration to the Company or any Seller for goods
or services rendered in an amount greater than or equal to £100,000 for each of the two most recent fiscal years (collectively,
the “Material Customers”); and (ii) the amount of consideration paid by each Material Customer during such periods.
Except as set forth in Schedule 4.9(a), the Company has not received any notice and has no reason to believe, that any of
the Material Customers has ceased, or intends to cease before or after the Closing or to otherwise terminate or materially reduce
its relationship with the Company, including reducing future orders in an amount which is materially less than the order placed
in the most recent fiscal year based upon pounds sterling invoiced (whether as a result of the consummation of the contemplated
Transactions, COVID-19, COVID-19 Measures or otherwise).

 

(b)       Schedule
4.9(b)
sets forth (i) each supplier of the Company to whom the Company or any Seller has paid consideration for goods or services
rendered in an amount greater than or equal to £100,000 for each of the two most recent fiscal years (collectively, the “Material
Suppliers
”); and (ii) the amount of purchases from each Material Supplier during such periods. Except as set forth in
Schedule 4.9(b), the Company has not received any notice, and has no reason to believe, that any of the Material Suppliers
has ceased, or intends to cease, to supply goods or services to the Company or to otherwise terminate or materially reduce its
relationship with the Company, including reducing future orders in an amount which is materially less than the orders placed in
the most recent fiscal year based upon pounds sterling invoiced (whether as a result of the consummation of the contemplated Transactions,
COVID-19, COVID-19 Measures or otherwise).

 

4.10       Accounts
Receivable
. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date
thereof (a) have arisen from bona fide transactions entered into by
the Company involving
the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; and (b) constitute,
to the Seller’s knowledge, only undisputed claims of
the Company not subject to claims
of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent
with past practice. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising
after the Interim Balance Sheet Date, on the accounting records of
the Company have been
determined in accordance with the Accounting Principles, consistently applied, subject to normal year-end adjustments and the absence
of disclosures normally made in footnotes. There are no sums due and owing from any of the Sellers. Schedule 4.10 reflects
an aging analysis of the unpaid accounts receivable owing to the Company as of the day immediately prior to the Closing Date.
The
Company has not received any notice indicating that any account debtor does not intend to pay any accounts receivable. To the knowledge
of the Sellers, no account debtor is unlikely to pay any accounts receivable whether as a result of COVID-19 or COVID-19 Measures
or otherwise.

 

4.11       Condition
of Assets.
The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible
personal property of
the Company are in reasonable operating condition and repair, ordinary
wear and tear excepted, and are suitable for the purposes for which they are presently being used and have been maintained in accordance
with good industry standards and do not need maintenance or repair, except for ordinary, routine maintenance and repair that is
not material in nature or cost.

 

 

4.12       Taxes.

 

(a)       All
Tax Returns required to be filed on or before the Closing Date by the Company have been, or will be, timely filed (taking into
account all applicable extensions). Such Tax Returns are, or will be, true, complete and correct in all respects. All Taxes due
and owing by the Company (whether or not shown on any Tax Return) have been, or will be, timely paid.

 

(b)       The
Company has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any
employee, independent contractor, creditor, customer, shareholder or other party, and complied in all material respects with all
information reporting and backup withholding provisions of applicable Law.

 

(c)       No
claim has been made by any taxing authority in any jurisdiction where the Company does not file Tax Returns alleging that the Company
is, or may be, subject to Tax by that jurisdiction.

 

(d)       No
extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of the Company.

 

(e)       The
amount of the Company’s Liability for unpaid Taxes for all periods ending on or before the date of the Interim Financial
Statements, does not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) reflected
on the Company Financial Statements. The amount of the Company’s Liability for unpaid Taxes for all periods following the
end of the recent period covered by the Company Financial Statements shall not, in the aggregate, exceed the amount of accruals
for Taxes (excluding reserves for deferred Taxes) as adjusted for the passage of time in accordance with the past custom and practice
of the Company (and which accruals shall not exceed comparable amounts incurred in similar periods in prior years).

 

(f)       Schedule
4.12(f)
sets forth: (i) the taxable years of the Company as to which the applicable statutes of limitations on the assessment
and collection of Taxes have not expired; (ii) those years for which examinations by the taxing authorities have been completed;
and (iii) those taxable years for which examinations by taxing authorities are presently being conducted.

 

(g)       All
deficiencies asserted, or assessments made, against the Company as a result of any examinations by any taxing authority have been
fully paid.

 

(h)       The
Company is not a party to any Action by any taxing authority. There are no pending or to the knowledge of the Sellers threatened
Actions by any taxing authority.

 

(i)       The
Company has delivered to the Purchaser copies of all governmental, state, federal, provincial, and local Tax Returns, examination
reports, and statements of deficiencies assessed against, or agreed to by, the Company for all Tax periods ending on or after February
29, 2020.

 

(j)       There
are no Encumbrances for Taxes (other than for current Taxes not yet due and payable) upon the assets of the Company.

 

 

(k)       The
Company is not a party to, or bound by, any Tax indemnity, Tax sharing or Tax allocation agreement, other than commercial Contracts
the principal purposes of which are unrelated to Taxes and are set forth on Schedule 4.12(k).

 

(l)       The
Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to Tax assessment
or deficiency.

 

(m)       The
unpaid Taxes of the Company (i) did not, as of February 29, 2020, exceed its reserve for Tax Liability (rather than any reserve
for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the February
29, 2020 Balance Sheet and (ii) will not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance
with the past custom and practice of the Company in filing its Tax Returns.

 

(n)       Schedule
4.12(n)
sets forth all foreign jurisdictions in which the Company is subject to Tax, is engaged in business or has a permanent
establishment.

 

(o)       The
amounts paid to each of the Sellers as salary or other compensation did not violate any United Kingdom or local Laws and will not
result in the imposition by any Governmental Authority of any fines, Taxes, charges or penalties of any kind.

 

4.13       Material
Contracts.

 

(a)       Schedule
4.13
contains a true, complete and correct list of each of the following Contracts of the Company (such Contracts, together
with all Contracts concerning the occupancy, management, or operation of any Real Property (including without limitation, brokerage
contracts) listed or otherwise disclosed in Schedule 4.16 and all the Company’s IP Agreements set forth in Schedule
4.17(b)
being “Material Contracts”):

 

(i)       each
Contract of the Company involving aggregate consideration in excess of £100,000 and which, in each case, cannot be cancelled
by the Company without penalty or without more than 90 days’ notice;

 

(ii)       all
Contracts that require the Company to purchase its total requirements of any product or service from a third party or that contain
“take or pay” provisions;

 

(iii)      all
Contracts that provide for the indemnification by the Company of any Person or the assumption of any Tax, environmental, or other
Liability of any Person;

 

(iv)      all
Contracts that relate to the acquisition or disposition of any business, a material amount of stock or other equity or assets of
any other Person or any real property (whether by merger, sale of stock, sale of assets, or otherwise);

 

(v)      all
broker, distributor, dealer, agency, sales promotion, market research, marketing consulting, and advertising Contracts to which
the Company is a party;

 

(vi)      all
employment Contracts and Contracts with independent contractors or consultants (or similar arrangements) to which the Company is
a party and which contain any severance provisions, or are not cancellable without material penalty or without more than 90 days’
notice;

 

 

(vii)      except
for Contracts relating to trade receivables, all Contracts relating to Indebtedness (including, without limitation, guarantees)
of the Company;

 

(viii)     all
Contracts with any Governmental Authority to which the Company is a party;

 

(ix)       all
Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in
any geographic area or during any period of time;

 

(x)       any
Contracts to which the Company is a party that provide for any joint venture, partnership, or similar arrangement by the Company;

 

(xi)       all
collective bargaining agreements or Contracts with any Union to which the Company is a party; and

 

(xii)       any
other Contract that is material to the Company and not previously disclosed pursuant to this Section 4.13.

 

(b)       Each
Material Contract is valid and binding on the Company, and to the knowledge of the Sellers, the other party thereto, in accordance
with its terms and is in full force and effect. None of the Company or, to the knowledge of the Sellers, any other party thereto
is in breach of or default under (or is alleged to be in breach of or default under) in any respect, or has provided or received
any notice of any intention to terminate, any Material Contract. The Company and, to the knowledge of the Sellers, each counterparty
has performed all material obligations under each Material Contract required to be performed and, to the knowledge of the Sellers,
no facts exist which would render such performance unlikely (including as a result of COVID-19 or COVID-19 Measures in place in
the UK as at the Execution Date). No event or circumstance has occurred that, with notice or lapse of time or both, would constitute
a material event of default under any Material Contract or is reasonably likely to result in a termination thereof or would cause
or permit the acceleration or other material changes of any right or obligation or the loss of any benefit thereunder. Complete
and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder)
have been made available to the Purchaser.

 

4.14       Labor
Matters.

 

(a)       Schedule
4.14(a)
sets forth a list of all persons who are employees, independent contractors, or consultants of the Company (“Personnel”)
as of the Execution Date and the Closing Date, including any Personnel who are on a leave of absence of any nature, paid or unpaid,
authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including
whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus, or other incentive-based
compensation; and (vi) a description of the fringe benefits provided to each such individual as of the Execution Date and the Closing
Date hereof, including without limitation paid time off and severance benefits. Except as set forth in Schedule 4.14(a),
as of the Execution Date and the Closing Date, all compensation, including wages, holiday pay, overtime and bonuses payable to
all Personnel of the Company for services performed on or prior to the date hereof has been paid in full (or accrued in full on
the Target Closing Working Capital Statement and the Closing Working Capital Statement) and there are no outstanding agreements,
understandings, or commitments of the Company with respect to any compensation, commissions or bonuses. The Sellers have not received
notice that any Personnel has any plans to terminate his, her or its status as an employee or independent contractor of the Company,
including upon or in connection with the consummation of the contemplated Transactions or as a result of COVID-19 or COVID-19 Measures.

 

 

(b)       The
Company is not, and has not been for the past three years, a party to, bound by, or negotiating any collective bargaining agreement
or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not,
and has not been for the past three years, any Union representing or purporting to represent any employee of the Company, and no
Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. To the knowledge
of the Sellers, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted
refusal to work overtime or other similar labor disruption or dispute affecting the Company or any of its employees (as a result
of COVID-19, COVID-19 Measures or otherwise). The Company has no duty to bargain with any Union.

 

(c)       The
Company is and has been in compliance in all respects with all applicable Laws pertaining to employment and employment practices,
including (i) the Health and Safety at Work etc. Act 1974, the Management of Health and Safety at Work Regulations, the Control
of Substances Hazardous to Health Regulations 2002, the Lifting Operations and Lifting Equipment Regulations 1998 and the Regulatory
Reform (Fire Safety) Order 2005 and (ii) all Laws relating to labor relations, equal employment opportunities, fair employment
practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, health
and safety, immigration, wages, salaries or other compensation, hours, overtime compensation, child labor, hiring, promotion and
termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation,
leaves of absence and unemployment insurance. All individuals characterized and treated by the Company as independent contractors
or consultants are properly treated as independent contractors under all applicable Laws. There are no Actions against the Company
pending or to the knowledge of the Sellers threatened to be brought or filed, by or with any Governmental Authority or arbitrator
in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern, or independent contractor
of the Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment,
retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Laws.

 

(d)       Except
as set forth on Schedule 4.14(d), as at the date of this Agreement, the Company has not had, nor to the knowledge of the
Sellers are there any facts that would give rise to, any workforce changes resulting from disruptions due to COVID-19 or COVID-19
Measures, whether directly or indirectly, including any actual or expected terminations, layoffs, furlough, shutdowns (whether
voluntary or by Governmental Order), or any changes to benefit or compensation programs, nor are any such changes currently contemplated.

 

(e)       The
Company has taken appropriate actions to assess and monitor risks which may arise from the continuation of the COVID-19 pandemic.

 

 

4.15       Employee
Benefit Plans and Benefit Arrangements.
The Company has provided the Purchaser copies of all existing Employee Benefit Plans
and all such Employee Benefit Plans are listed on Schedule 4.15.

 

(a)       Each
Employee Benefit Plan (and each related trust, insurance contract, or fund) complies in form and in operation in all material respects
with the applicable requirements of the applicable Laws in England governing pensions and other Employee Benefit Plans.

 

(b)       None
of the Company’s, the Sellers’ or the Sellers’ Representative’s execution of, and the consummation of the
transactions contemplated by this Agreement will (i) entitle any current or former employee, officer, director, agent or consultant
of the Company to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement
or (ii) accelerate the time of payment or vesting, or increase the amount of any compensation or other benefit (whether under any
Employee Benefit Plan or otherwise) to any such employee, officer, Director, agent or consultant.

 

(c)       There
are no pending claims by or on behalf of any Employee Benefit Plan or by or on behalf of any individual participant or beneficiary
of an Employee Benefit Plan alleging breach of fiduciary duty or breach of any provision of the Employee Benefit Plan to pay benefits
on the part of the Company or any of its officers, directors or employees, nor to the knowledge of the Sellers, is there any threatened
claim or any basis for such a claim.

 

4.16       Title
to Assets; Real Property
. The Company has (and, in the case of owned Real Property, good and marketable) title to, (in case
of leasehold interests, valid) title to the Real Property

 

4.17       Intellectual
Property.

 

(a)       Schedule
4.17(a)
lists all the domain names of which
the Company owns or is the registrant of
(the “Domain Names”). With the exception of the Domain Names the Company has no other (i) IP Registrations or (ii)
Company Intellectual Property.

 

(b)       The
Company has not entered into any IP Agreements.

 

(c)       The
consummation of the contemplated Transactions will not result in the loss or impairment of or payment of any additional amounts
with respect to, nor require the consent of any other Person in respect of, the Company’s right to own, use or hold for use
any Intellectual Property as owned, used or held for use in the conduct of the Company’s business or operations as currently
conducted.

 

(d)       The
Company has taken reasonable steps to maintain the Company Intellectual Property and to protect and preserve the confidentiality
of all trade secrets including having all employees sign agreements which provide for such confidentiality.

 

(e)       The
Company’s rights in the Company Intellectual Property are valid, subsisting and enforceable. The Company has taken reasonable
steps to maintain the Company Intellectual Property and to protect and preserve the confidentiality of all trade secrets included
in the Company Intellectual Property.

 

(f)       Except
as provided on Schedule 4.17, the conduct of the Company’s business as currently and formerly conducted, and the products,
processes and services of the Company, have not infringed, misappropriated, diluted or otherwise
violated, and
do not and will not infringe, dilute, misappropriate or otherwise violate the Intellectual Property rights
or other rights of any Person. To the knowledge of the Sellers, no Person has infringed, misappropriated, diluted or otherwise
violated, or is currently infringing, misappropriating, diluting or otherwise violating, any Company Intellectual Property.

 

 

(g)       There
are no Actions (including any oppositions, interferences or re-examinations) settled, pending or, to the knowledge of the Sellers,
threatened (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation, dilution or
violation of the Intellectual Property of any Person by the Company; (ii) challenging the validity, enforceability, registrability
or ownership of any Company Intellectual Property or the Company’s rights with respect to any Company Intellectual Property;
or (iii) by the Company or any other Person alleging any infringement, misappropriation, dilution or violation by any Person of
the Company Intellectual Property. The Company is not subject to any outstanding or prospective Governmental Order (including any
motion or petition therefor) that does or would restrict or impair the use of any Company Intellectual Property.

 

4.18       Insurance.
Schedule 4.18 contains a true, correct and complete list of all current policies
of fire, liability, product liability, umbrella liability, real and personal property, workers’ compensation, vehicular,
directors’ and officers’ liability, fiduciary liability, data privacy and cybersecurity, and other casualty and property
insurance maintained by the Company and relating to the assets, business, operations, employees, officers and directors of the
Company (collectively, the “Insurance Policies”) and true and complete copies of such Insurance Policies have
been made available to the Purchaser. Such Insurance Policies are in full force and effect and shall be maintained in full force
and effect by the Company through the Closing Date. The Company has not received any notice of cancellation of, premium increase
with respect to, or alteration of coverage under, any of such Insurance Policies. All premiums due on such Insurance Policies have
either been paid or, if due and payable prior to Closing, will be paid prior to Closing in accordance with the payment terms of
each Insurance Policy. The Insurance Policies do not provide for any retrospective premium adjustment or other experience-based
liability on the part of the Company. All such Insurance Policies are to the knowledge of the Sellers (a) valid and binding in
accordance with their terms, (b) are provided by carriers who are financially solvent and (c) have not been subject to any lapse
in coverage. Except as set forth in Schedule 4.18, there are no claims related to the business of the Company pending under
any such Insurance Policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding
reservation of rights and to the extent that there are claims Schedule 4.18 reflects each claim. The Company is not in default
under, and has not otherwise failed to comply with, in any material respect, any provision contained in any such Insurance Policy.
The Insurance Policies are of the type and in the amounts customarily carried by Persons conducting a business similar to the Company
and are sufficient for compliance with all applicable Laws and Contracts to which the Company is a party or by which it is bound.

 

4.19       Environmental
Matters.

 

(a)       To
the knowledge of the Sellers, the Company has been and currently is in compliance in all respects with all Environmental Laws and
has not received from any Person any: (i) Environmental Notice or Environmental Claim; or (ii) written request for information
pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations
or requirements as of the Closing Date.

 

(b)       The
Company has obtained and is in material compliance with all Environmental Permits (each of which is disclosed in Schedule 4.19(b))
necessary for the ownership, lease, operation or use of the business or assets of the Company and all such Environmental Permits
are in full force and effect and shall be maintained in full force and effect by the Company through the Closing Date in accordance
with Environmental Law, and the Company is not aware of any condition, event or circumstance that might prevent or impede, after
the Closing Date, the ownership, lease, operation or use of the business or assets of the Company as currently carried out.

 

 

(c)       To
the knowledge of the Sellers, there has been no Release of Hazardous Materials in contravention of Environmental Laws with respect
to the business or assets of the Company or any real property currently owned, operated or leased by the Company, and the Company
has not received a written Environmental Notice that any real property currently or formerly owned, operated or leased in connection
with the business of the Company (including soils, groundwater, surface water, buildings and other structure located on any such
real property) has been contaminated with any Hazardous Material which would result in an Environmental Claim against, or a violation
of Environmental Law or term of any Environmental Permit by, the Company.

 

(d)       Schedule
4.19(d)
contains a complete and accurate list of all active or abandoned aboveground or underground storage tanks owned or
operated by the Company.

 

(e)       The
Company has provided or otherwise made available to the Purchaser and listed in Schedule 4.19(e): (i) any and all environmental
reports, studies, audits, records, sampling data, site assessments, risk assessments, economic models and other similar documents
with respect to the business or assets of the Company or any currently or formerly owned, operated or leased real property which
are in the possession or control of the Company related to compliance with Environmental Laws, Environmental Claims or an Environmental
Notice or the Release of Hazardous Materials; and (ii) any and all material documents concerning planned or anticipated capital
expenditures required to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure
compliance in all material respects with current or future Environmental Laws (including, without limitation, costs of remediation,
pollution control equipment and operational changes).

 

(f)       To
the knowledge of the Sellers the Company is not aware of or reasonably anticipates any condition, event or circumstance concerning
the Release or regulation of Hazardous Materials that might, as of or after the Closing Date, prevent, impede or materially increase
the costs associated with the ownership, lease, operation, performance or use of the business or assets of the Company as currently
carried out.

 

4.20       Legal
Proceedings; Governmental Orders.

 

(a)       Except
as set forth in Schedule 4.20, there are no Actions pending or, to the knowledge of the Sellers, threatened (a) against
or by the Company affecting any of its properties or assets; or (b) against or by the Company that challenges or seeks to prevent,
enjoin or otherwise delay the contemplated Transactions. To the knowledge of the Sellers, no event has occurred or circumstances
exist that may give rise to, or serve as a basis for, any such Action.

 

(b)       There
are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any
of its properties or assets.

 

4.21       Privacy
and Data Security.
The Sellers have provided true and correct copies of all current Privacy Policies adopted by the Company
in connection with the operation of the Business. To the knowledge of the Sellers, the Company has, during the five years prior
to the Execution Date and the Closing Date: (i) complied in all respects with all applicable Laws related to the protection, privacy
and security of Personal Data, including the General Data Protection Regulation(EU) 2016/679 (GDRP), the Date Protections Act 018
and the Data Protections Act 1998 and/or any corresponding or equivalent English laws or regulations (r other laws applicable to
the Company) or any similar foreign Laws; (ii) not violated in any respect its applicable Privacy Policies; (iii) taken commercially
reasonable steps to protect and maintain the confidential nature of Personal Data provided to any of the Company or its Affiliates
in accordance with its applicable Privacy Policies; (iv) has not discovered any unauthorized or improper access to or use or disclosure
of Personal Data or other Confidential Information to any unauthorized or improper third party; and (v) to the knowledge of the
Sellers, there has been no threatened or actual breach of Personal Data by or against the Company.

 

 

4.22       Affiliated
Transactions
.

 

(a)       The
Company has directly and indirectly conducted or otherwise operated its business only through the Real Property.

 

(b)       Except
for the Real Property the Company does not owe any amount to, or have any Contract with, (other than amounts reimbursable for expenses
and salary arising in the ordinary course of business to such individuals and consistent with past practices), any of the Sellers
or their Affiliates or any of its other Directors, Officers, employees or consultants, other than as set forth in Schedule
4.22
.

 

(c)       Except
for the Real Property, none of the Sellers or their respective Affiliates owns any asset or property used by the Company, or is
a party to any Contract with or binding upon the Company or any of its assets, rights or properties or has any interest in any
property owned by the Company or has engaged in any transaction with any of the foregoing within the last 24 months.

 

4.23       COVID-19
and COVID-19 Measures
.

 

(a)       The
Company is not subject to (or has received an exclusion from the applicable Governmental Authority) COVID-19 Measures, such that
the Company may not continue to operate in the Ordinary Course of Business as of the date hereof and the reasonably foreseeable
future.

 

(b)       Schedule
4.23(b)
sets forth a list of each loan or other financial grant for which the Company or any Seller has applied or which it
has received pursuant to any COVID-19 Measure.

 

(c)       The
Company has in place and maintains in effect business continuity, risk management, emergency and disaster plans, procedures, protocols
and facilities appropriate for the nature of the risks associated with the business of the Company.

 

(d)       The
Company has taken reasonable actions to reduce the potentially adverse effects of COVID-19 and COVID-19 Measures on the Company.

 

4.24       Books
and Records
. The minute books and membership interest record books of the Company, all of which have been made available to
the Purchaser, are complete and correct and have been maintained in accordance with sound business practices. The minute books
of the Company contain full, complete and accurate records of all meetings, and actions taken by written consent of, the shareholders
of the Company, the Directors of the Company and any committees of the Directors, and, to the knowledge of the Sellers, no meeting,
or action taken by written consent, of any such shareholders, Directors or committee has been held for which minutes have not been
prepared and are not contained in such minute books. At the Closing, all of those books and records will be in the possession of
the Company.

 

 

4.25       Officers
and Directors.
Schedule 4.25 lists all of the directors (the “Directors”) of the Company as of the
Execution Date and the Closing Date.

 

4.26       Powers
of Attorney; Bank and Security Accounts.
The Company has not given any power of attorney to any Person other than its Directors
in their capacities as such, including with respect to any of the assets or properties of the Company. None of the Sellers has
given any power of attorney to any Person in respect of any of the Shares. The only bank accounts and security accounts of the
Company are those listed in Schedule 4.26.

 

4.27       Brokers.
Except as set forth on Schedule 4.27, no broker, finder or investment banker is entitled to any brokerage, finder’s
or other fee or commission in connection with the contemplated Transactions or any Transaction Document based upon arrangements
made by or on behalf of the Company. The Sellers shall be jointly and severally responsible and liable for any such fees or commissions
related to any Seller’s engagement of any broker, finder or investment banker in connection with the contemplated Transaction
or any Transaction Document, whether or not such listed on Schedule 4.27, and the Purchaser shall have no Liability to any
such Person for such fees.

 

4.28       International
Trade.
Neither the Company nor any of its managers, directors, officers, nor to the knowledge of the Sellers, any employee
or agent or other third party representative acting on behalf of the Company, is currently, or has been in the last five years:
(a) an individual or entity that is the subject or target of sanctions or restrictions under Sanctions Laws or Ex-Im Laws, including
(i) any individual or entity listed on any applicable U.S. or non-U.S. sanctions- or export-related restricted party list, including,
OFAC’s Specially Designated Nationals and Blocked Persons List; (ii) any Person that is, in the aggregate, 50% or greater
owned, directly or indirectly, or otherwise controlled by a Person or Persons described in clause (i); or (iii) any national of
a Sanctioned Country (“Sanctioned Person”), (b) organized, resident or located in any country or region (including
Cuba, Iran, North Korea, Sudan, Syria and the Crimea region of Ukraine) (each, a “Sanctioned Country”) that
is the subject or target of a comprehensive embargo under applicable U.S. and non-U.S. Laws relating to economic or trade sanctions,
including the Laws administered or enforced by the United States (including the United States Department of Treasury, Office of
Foreign Assets Control or the U.S. Department of State), and the United Nations Security Council (“Sanctions Laws”),
(c) engaging in any dealings or transactions with any Sanctioned Person or in any Sanctioned Country, to the extent such activities
violate any Sanctions Laws, or U.S. and non-U.S. Laws relating to export, re-export, transfer, and import controls, including the
Export Administration Regulations, the International Traffic in Arms Regulations and the customs and import Laws administered by
U.S. Customs and Border Protection (“Ex-Im Laws”), (d) engaging in any export, re-export, transfer or provision
of any goods, software, technology, data or service without, or exceeding the scope of, any required or applicable licenses or
authorizations under all applicable Ex-Im Laws, or (e) otherwise in violation of applicable Sanctions Laws, Ex-Im Laws or the anti-boycott
Laws administered by the U.S. Department of Commerce and the IRS.

 

4.29       No
Other Representations
. Notwithstanding anything to the contrary in this Agreement, the Purchaser acknowledges and agrees that
neither the Company, Seller nor any other person is making any representations or warranties whatsoever, express or implied, at
law or in equity, beyond those expressly given by the Company or the Sellers in the data room to which the Purchaser has been provided
access or any Seller in Article 4, and the Purchaser is not relying on any other representations or warranties not expressly made
by the Company or any Seller in the data room and Article 4 and hereby disclaims reliance on any other such representations or
warranties, including with respect to the accuracy and completeness thereof. The Purchaser is not relying on any representation,
warranty, agreement, statement, document, record, report, projection, material, or information made or provided by the Sellers
or any of their Affiliates or representatives except as expressly set forth in the data room, Article 4 of this Agreement and any
agreement dated the Closing Date between the Purchaser and the Sellers. The Purchaser further acknowledges and agrees that, except
for the representations and warranties contained in Article 4 of this Agreement, none of the Sellers or any of their Affiliates
has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the
Sellers except to the extent that the information in the data room is deemed to be an express or implied representation or warranty,
the Company or the Business, or the transactions contemplated hereby, or as to habitability, merchantability, or fitness for any
particular purpose of any assets, the nature or extent of any liabilities, the prospects of the Business, or the effectiveness
or the success of any operations, and none of the Sellers, the Company, any of their Affiliates, or any other Person will have
or be subject to any Liability to the Purchaser or any other person.

 

 

ARTICLE V

CERTAIN COVENANTS AND AGREEMENTS

 

5.1       Covenants
of the Sellers Regarding the Company.
Each of the Sellers severally (not jointly and severally) covenants and agrees that,
during the period from the Execution Date until the earlier of the Closing Date or the date of termination of this Agreement, he
will take such steps as lie within his powers to procure that the Company shall, other than as contemplated by this Agreement or
for the purposes of effecting the contemplated Transactions and Closing pursuant to this Agreement or other than to the extent
no Material Adverse Effect would be incurred, conduct its business and the business of the Company, only as presently operated
and solely in the ordinary course, and consistent with such operation since the beginning of its last completed fiscal year. Each
of the Sellers shall permit Marcum and other representatives of the Purchaser to have full access to the financial books and records
of the Company to convert the Company Financial Statements to GAAP. In addition to the foregoing and, in connection therewith,
each of the Sellers severally (not jointly and severally) undertakes that he shall take all steps necessary to assure that the
Company does not, without the prior written consent of the Purchaser, do any of the following:

 

(a)       amend
the Company Charter Documents;

 

(b)       pay
or agree to pay to any employee, Officer or Director compensation that is in excess of the current compensation level of such employee,
Officer or Director other than salary increases or payments made in the ordinary course of business or as otherwise provided in
any written contracts or agreements with any such employees;

 

(c)       merge
or consolidate with any other entity or acquire or agree to acquire any other entity;

 

(d)       sell,
transfer, or otherwise dispose of any material assets required for the operations of the Company and the Company’s business
except in the ordinary course of business, consistent with past practices;

 

(e)       create,
incur, assume, or guarantee any material indebtedness for money borrowed except in the ordinary course of business, or create or
suffer to exist any Encumbrance on any of its material assets, except those in existence on the date hereof or those granted pursuant
to agreements in effect on the Execution Date ;

 

 

(f)       make
any material capital expenditure or series of capital expenditures except in the ordinary course of business;

 

(g)       declare
or pay any dividends on or make any distribution of any kind with respect to the Shares;

 

(h)       fail
to notify the Purchaser immediately in the event of any material loss of or damage to any of the Company and the Company’s
material assets regardless of whether it is covered by insurance;

 

(i)       fail
to pay premiums in respect of all present insurance coverage of the types and in the amounts as are in effect as of the Execution
Date;

 

(j)       fail
to seek to preserve the reputation and business organization of the Company’s relationship with its employees, contractors,
consultants, material customers and suppliers and others having business dealings with it;

 

(k)       issue
any capital stock, or interests therein, of the Company or take any action affecting the capitalization of the Company or the Shares;

 

(l)       fail
to use best efforts to comply with and not be in default or violation under any known Law applicable to the Company’s business,
operations or assets where such violation would have a Material Adverse Effect;

 

(m)       grant
any severance or termination pay to any Director, Officer or any other employees of the Company, other than pursuant to written
agreements in effect on the Execution Date;

 

(n)       change
any of the accounting principles or practices used by it, except as may be required as a result of a change in Laws or in IFRS,
whether in respect of Taxes or otherwise;

 

(o)       terminate
or waive any material right of substantial value other than in the ordinary course of business; or

 

(p)       enter
into any Material Contract or material commitment.

 

5.2       Covenants
of the Sellers Regarding the Shares
. Each Seller acknowledges and agree that, if and for so long as such Seller remains the
registered holder of any of the Shares after the Closing, such Seller shall: (a) hold such Shares, together with all dividends
and any other distributions of profits or other assets in respect of such Shares, and all rights arising out of or in connection
with them, in trust for the Purchaser; (b) deal with and dispose of such Shares, dividends, distributions, assets and rights as
the Purchaser shall direct; (c) exercise all voting rights attached to such Shares in such manner as the Purchaser shall direct;
and (d) if required by the Purchaser, execute all instruments of proxy or other documents as may be necessary to enable the Purchaser
to attend and vote at any shareholders meeting of the Company.

 

 

5.3       Additional
Actions at Closing
.

 

(a)       The
Parties shall take all action necessary to have, effective immediately upon the Closing: (i) Peter Christopher Lappin appointed
to the position of Managing Director of the Company and John Alfred Stone shall be appointed a director of the Company, and they
shall serve in such capacity, in accordance with the terms of their Employment Agreements, until the earlier of (A) December 31,
2023, or (B) their earlier resignation, death or permanent disability; and (ii) three other persons, designated by the Purchaser,
appointed to serve on the board of directors of the Company.

 

5.4       Additional
Covenants and Agreements
. The Parties hereto do hereby mutually covenant and agree as to the matters set forth in this Section
5.4:

 

(a)       Announcement.

 

(i)       Except
as set forth in Section 5.4(a)(ii), neither Party, nor any of its respective Affiliates or any of its or their respective Representatives,
shall (orally or in writing) publicly disclose, issue any press release or otherwise make any public statement, or otherwise communicate
with the media, with respect to this Agreement or the contemplated Transactions without the prior consent of the other Parties
hereto (which consent shall not be unreasonably withheld or delayed), except if and to the extent that such Party or any of its
Affiliates is required to make any public disclosure or filing (“Required Disclosure”) regarding the subject
matter of this Agreement (A) by applicable Law, (B) pursuant to any rules or regulations of any national securities exchange of
which the securities of such party or any of its Affiliates are listed or traded, or (C) in connection with enforcing its rights
under this Agreement. In each case pursuant to clauses (i) or (ii) of this Section 5.4(a), the Party making any Required Disclosure
shall consult with the other Party regarding the substance of the Required Disclosure and provide the other Party a reasonable
opportunity (taking into account any legally mandated time constraints) to review and comment on the content of the Required Disclosure
prior to its publication or filing. Each Party shall be liable for any failure of its Affiliates or Representatives to comply with
the restrictions set forth under this Section 5.4(a).

 

(ii)       Notwithstanding
anything to the contrary set forth in Section 5.4(a)(i), the Purchaser’s sole shareholder may make any public disclosure
which its counsel advises it is required by Law or, the rules of the NYSE American or other securities exchange upon which any
of its securities are listed; provided, however, that the Purchaser shall provide the Sellers reasonable notice prior
to any such disclosure.

 

(b)       Notification
of Certain Matters
. Each of the Sellers shall give prompt written notice to
the Purchaser,
and
the Purchaser shall give prompt written notice to the Sellers, of the relevant Party
or Parties becoming aware of:

 

(i)       The
occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be reasonably likely to cause any
representation or warranty given by the Sellers contained in this Agreement to be untrue or inaccurate in any material respect
(or any respect if qualified by materiality) at or prior to the Closing Date;

 

(ii)       Any
material failure of
the Sellers to comply with Article 5.1; and

 

 

(iii)      Any
notice given under this Section 5.4(b) or any material amendment to any Disclosure Schedule shall give the Purchaser the right
to terminate this Agreement without any Liability for any Party as provided in Section 6.1(a). The Purchaser’s right to terminate
under this clause shall be the Purchaser’s only remedy against the Sellers or the Company in respect of any such matter notified.

 

(c)       Reasonable
Efforts
. Before Closing, upon the terms and subject to the conditions of this Agreement, the Parties agree to use their respective
reasonable efforts (unless a higher standard shall be set forth in this Agreement with respect to a particular obligation of a
Party hereto) to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable
(subject to applicable Law) and with their respective policies to consummate and make effective the
contemplated Transactions
as promptly as practicable including, but not limited to:

 

(i)       The
preparation and filing of all forms, registrations and notices required to be filed to consummate the
contemplated Transactions,
including without limitation, any approvals, consents, orders, exemptions or waivers by any third party or Governmental Authority;
and

 

(ii)       The
satisfaction of the other Party’s conditions precedent to Closing.

 

(d)       Access
to Information
. The Sellers will make available for inspection by the Purchaser, during normal business hours and in a manner
so as not to interfere with normal business operations, the Company’s records (including tax records), books of account,
premises, contracts and all other documents in the Company’s possession or control that are reasonably requested by the Purchaser
to inspect and examine the business and affairs of the Company. The Sellers shall, and shall cause the Directors, Officers, managerial
employees, and regular independent accountants of the Company to, be available upon reasonable advance notice to answer questions
of the Purchaser concerning the business and affairs of the Company. The Purchaser will treat and hold as confidential any information
it receives from the Company in the course of the reviews contemplated by this Section 5.4(d).

 

(e)       Confidentiality;
Non-Competition, Non-Solicitation and Other Restrictive Covenants.

 

(i)       From
and after the Closing, the Sellers shall, and shall cause their respective Affiliates to, hold, and shall use their best efforts
to cause their respective Representatives to hold, in confidence all Confidential Information, whether written or oral, concerning
the Purchaser and its Affiliates, except to the extent that the Sellers can show that such information (a) is generally available
to and known by the public through no fault of any Seller, any of his Affiliates or his or its respective Representatives; or (b)
is lawfully acquired by any Seller, any of his Affiliates or his or its respective Representatives from and after the Closing from
sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation; or (c) is used
by a Seller in connection with his duties as an officer, director or employee of the Company after the Closing. If any Seller or
any of his Affiliates or his or its respective Representatives are compelled to disclose any information by judicial or administrative
process or by other requirements of Law, such Seller shall (unless prohibited by Law from doing so) promptly notify the Purchaser
in writing and shall disclose only that portion of such information which such Seller is advised by his counsel in writing is legally
required to be disclosed, provided, however, that the Sellers shall use their best efforts to obtain an appropriate
protective order or other reasonable assurance that confidential treatment will be accorded such information.

 

 

(ii)       For
a period of four years from and after the Closing Date (the “Restrictive Period”), each
of the Sellers, severally agrees with the Purchaser
not to, throughout the UK (the “Restrictive Territory”), directly or indirectly, and to use his reasonable endeavours
to cause its Affiliates not to, directly or indirectly, whether as an owner, proprietor, shareholder, equity holder, partner, officer,
director, employee, manager or consultant or in any other capacity,
invest or own any interest in, manage, control, participate
in (whether as an operator, consultant, contractor, director, manager, employee, agent, representative or otherwise), consult with,
render services for or otherwise engage in any business or entity that competes with any business line of the Company as conducted
during the restrictive period.

 

(iii)      During
the Restrictive Period, each Seller severally
agrees not to, in the Restrictive Territory,
directly or indirectly, and to use his reasonable best efforts to cause his Affiliates
not to, directly or indirectly:

 

A.       (1)
solicit, induce, or attempt to induce (or assist or direct any Person to solicit, induce or attempt to induce) any customer or
prospective customer of the Company to cease doing business in whole or in part with or through the Purchaser or the Company or
to do business with any other Person that sells goods or performs services similar to or competitive with those provided by the
Purchaser or any of its Affiliates (collectively, a “Competitive Business”); (2) engage alone or with any other
Person in any Competitive Business; (3) realize any economic benefit arising from or related to doing any Competitive Business
in whole or in part with any customer or prospective customer, (4) manufacture, sell, license, design or attempt to sell or license
any Intellectual Property, technology, products, parts, assemblies or components which could constitute a Competitive Business
to or for any customer or prospective customer of the Company; or (5) have any business dealings with a customer or prospective
customer in connection with the provisions of goods or services to them in competition with the business. For purposes of this
Section 5.4(e), (1) the term “customer” includes any Person (X) who was during the Restrictive Period, a customer of
the Purchaser or any of its Affiliates, and (Y) who was a customer at any time within the two-year period immediately preceding
such time; and (2) the term “prospective customer” includes any Person who during the Restrictive Period, or who has
been at any time during the two-year immediately preceding the Closing Date, in discussions with the Purchaser or any of its Affiliates
with a view to becoming a customer of the Purchaser or any of its Affiliates; and

 

B.       offer
employment to, enter into a contract for the services of, or otherwise entice or attempt to entice away from the Purchaser or any
of its Affiliates including the Company, any restricted person, or procure or facilitate the making of any such offer or attempt
by any other Person. For purpose of this Section 5.4(e)(iii), the term “restricted person” shall mean any Person who
is, on the Closing Date, or who has been at any time during the period of one-year immediately preceding the Closing Date, employed
or directly or indirectly engaged by the Company in an executive, managerial, marketing/business development, sales or technical
role

 

(iv)      Each
Seller severally
agrees not to, in the Restrictive Territory, directly or indirectly, and
to cause his Affiliates
not to directly or indirectly, at any time after the Closing: (A) use in the course of any business:
(1) any of the words “Relec”, “Relec Electronics” or “Request, Refine, Result”; (2) any trade
or service mark, business or domain name, design or logo which, on the Closing Date, is being or has been used by the Company in
connection with the Business; or (3) anything which is capable of confusion with any of the words, marks, names, designs or logos
in Section 5.4(e)(iv) (B) do or say anything with the intention of harming the reputation of the Purchaser, the Company or the
Business; (C) present himself or herself (or permit himself or herself to be presented) as: (1) connected in any capacity with
the Company other than an employee of the Company (save in the normal course of employment or engagement by the Company); or (2)
interested or concerned in any way in the Shares (or any of them).

 

 

(v)       Each
Seller acknowledges and agrees that (a) each of the covenants set forth in this Section 5.4(e)
are intended for the benefit of, and shall be enforceable by, the Purchaser and its Affiliates, and shall apply to actions carried
out by the relevant Seller in any capacity (including as shareholder, partner, director, principal, consultant, officer, employee,
agent or otherwise) and whether directly or indirectly, on the Seller’s own behalf or on behalf of, or jointly with, any
other Person; (b) each of the covenants in this Section 5.4(e) is necessary for the protection of
the Purchaser
and its Affiliates and that the nature and scope of each such covenant is reasonable and that having regard to those facts those
covenants do not work harshly on him; (c) there may be no adequate remedy at Law for any breach of said covenants, and the Purchaser
or any of its Affiliates shall therefore be entitled to injunctive relief without the necessity of posting any bond or showing
any actual damages in the event of a breach or to the knowledge of the Sellers threatened breach thereof by any Seller
or
any of their respective Affiliates or his or their respective Representatives; (d) to the extent any provisions of this Section
5.4(e)
cannot be enforced in full, it shall be enforced to the maximum extent permitted by law, and any unenforceable provision
in whole or in part shall not impair any other provision hereunder; (e) without prejudice to the acknowledgement and agreement
in subclause (a) above, if any of the provisions of this Section 5.4(e), by themselves or
taken together, shall be adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate
interests of the Purchaser or any of its Affiliates but would be adjudged reasonable if part or parts of the wording in this Section
5.4(e)
of words used in this Section 5.4(e) (in the case of those definitions, only
to the extent of their application to this Section 5.4(e)) were deleted or amended or qualified
or the periods thereof were reduced or the range of products dealt with were thereby reduced in scope, then the relevant restriction
or restrictions shall apply on the basis of such modification or modifications to this Section
5.4(e)
of the words used in this Section 5.4(e) (to the extent only of their application
to this Section 5.4(e)) as may either be necessary or as may be reasonably required by the
Purchaser or any of its Affiliates to make it or them valid and effective; and (v) each Seller
acknowledges
that he has had the opportunity to obtain independent advice on the restrictions in this Section
5.4(e)
.

 

(vi)      Notwithstanding
anything to the contrary set forth in this Agreement, the passive ownership by any Seller or their
respective
Affiliates of not more than 3% of any class of shares or securities of any publicly traded entity shall not be
deemed a breach of this Section 5.4(e).

 

(vii)      Each
of provisions in this Section 5.4(e) is a separate undertaking by each Seller in relation to himself and his interests and shall
be enforceable by the Purchaser or any of its Affiliates separately and independently of their right to enforce any one or more
of the other undertakings contained in this Section 5.4(e).

 

 

(f)       Release

 

(i)       Effective
upon the Closing, each Seller Party (on behalf of such Seller Party and such Seller Party’s heirs, successors, assigns and
executors) hereby irrevocably and unconditionally waives, releases and discharges the Company and the other Purchaser Indemnified
Parties (and their successors and assigns) from any and all Losses, liabilities and obligations to such Seller Party of any kind
or nature whatsoever, whether in such Person’s capacity as Seller Party hereunder, as an equity holder, director, manager,
officer or employee of the Company or otherwise (including in respect of rights of contribution or indemnification) as to facts,
conditions, transactions, events or circumstances prior to the Closing. No Seller Party shall seek to recover any amounts in connection
therewith or thereunder from the Purchaser, the Company and/or any other the Purchaser Indemnified Party (and/or any of their successor
or assigns); provided, that this Section 5.4(f) shall not affect the rights of any Seller Party under this Agreement; claims
related to employment prior to or after the Closing Date; or any claim or right to contribution or indemnity from the Company in
connection with such person’s role as an officer, director, employee, member or manager of the Company, provided that any
rights to indemnification or contribution shall be available unless (and only to the extent) that any applicable Seller has been
found in a judicial proceeding (which is no longer subject to appeal) not to be entitled to indemnification under applicable Law
in such judicial proceeding. Each Seller Party represents to the Purchaser that such Seller Party has not assigned or transferred,
or purported to assign or transfer, to any Person, all or any part of, or any interest in, any Action against the Company or the
other the Purchaser Indemnified Parties, and notwithstanding anything to the contrary in this Agreement, no such assignment or
transfer shall be permitted and any purported assignment or transfer shall be legally ineffective.

 

(ii)       Without
limiting the foregoing, each Seller Party shall not (and shall cause such Seller Party’s Affiliates to not) make any claim
for indemnification against the Company, the other Purchaser Indemnified Parties or any of their respective Affiliates by reason
of the fact that such Seller Party is or was an equityholder, director, manager, officer, employee or agent of the Company or any
of its Affiliates or is or was serving at the request of the Company including in any Action brought by any Purchaser Indemnified
Party against such Seller Party pursuant to or in connection with this Agreement and each Seller Party hereby acknowledges and
agrees that such Seller Party shall not have any claim or right to contribution or indemnity from the Company with respect to any
amounts paid by such Seller Party pursuant to or in connection with this Agreement.

 

(g)       Further
Assurances and Post-Closing Actions
. The Seller Parties and the Company shall execute and deliver such further instruments
of conveyance and transfer and take such additional action as reasonably requested by the Purchaser, to consummate, confirm or
evidence the transactions contemplated hereby and carry out the purposes of this Agreement.

 

5.5       No
Shop; Termination Fee.

 

(a)       From
the Execution Date until the earlier of either (i) the Closing Date, or (ii) the termination of this Agreement,
the Sellers
shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of their respective Representatives
to take any action to, directly or indirectly, (i) solicit, initiate, facilitate or encourage any offer or proposal or indication
of interest or continue inquiries regarding an Acquisition Proposal (ii) enter into discussions or negotiations with, or provide
any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments
(whether or not binding) regarding an Acquisition Proposal. The Sellers shall immediately cease and cause to be terminated, and
shall cause its Affiliates (including the Company) and all of its and their respective to immediately cease and cause to be terminated,
all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition
Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person
(other than
the Purchaser or any of its Affiliates) concerning (i) a merger, consolidation,
liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance
or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other
disposition of any significant portion of the Company’s properties or assets.

 

 

(b)       In
addition to the other obligations under this Section 5.5, the Sellers shall promptly (and in any event within three Business Days
after receipt thereof by any Seller or their respective Representatives) advise the Purchaser orally and in writing of any Acquisition
Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably
be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry,
and the identity of the Person making the same.

 

(c)       The
Parties acknowledge and agree that negotiation and signing of the Agreement will require the Sellers, the Sellers’ Representatives
and advisors, the Company and the Company Representatives and advisors to devote significant time and efforts and incur significant
expenses in reviewing and analyzing the business, assets and operations of the Company. Accordingly, in the event that the Closing
does not occur because of the failure of the Purchaser to pay the Purchase Price when the Sellers have fully complied with Article
VI, the Purchaser shall pay the Sellers the Termination Fee which shall be allocated as provided in Appendix A.

In the event that any Seller claims that the Purchaser has failed to close the transaction contemplated by this Agreement on the
Closing Date, it shall give all Parties and Trethowans LLP at least three Business Days written notice. The Parties agree that
the Sellers’ sole remedy to recover the Termination Fee shall be from the Deposit. 

 

ARTICLE VI

CONDITIONS TO CLOSING

 

6.1       Conditions
Precedent to Obligations of
the Purchaser.

The obligations of
the Purchaser to consummate the contemplated Transactions are subject
to the fulfillment by
the Company and/or the Sellers (or waiver by the Purchaser)
on or
prior to the Closing Date of each of the following conditions:

 

(a)       Deliveries
of the Sellers and the Company Made
. The Sellers and the Company
shall have delivered to
the Purchaser at or prior to the Closing all of the documents, agreements
and instruments required to be delivered by any one or more of such Persons pursuant to Section 2.5(a) of this Agreement.

 

(b)       Representations
and Warranties Accurate.
All of the Sellers’ representations and warranties in this Agreement and in any Transaction
Document shall have been true and correct in all material respects at and as of the Execution Date, and shall be true and correct
in all material respects at and as of the Closing Date as if made on the Closing Date, except for representations and warranties
which are qualified by materiality, which shall be true and correct in all respects.

 

(c)       Obligations
of the Sellers and the Company Performed.
The Sellers and the Company shall have duly performed, complied with and fulfilled
in all material respects all of the covenants, obligations and conditions under the Transaction Documents to which each is respectively
a party that are to be performed, complied with and fulfilled by the Sellers and the Company before or at the Closing, including
all covenants and agreements on their part to be performed, as set forth in Article V above.

 

 

(d)       No
Material Adverse Effect
. There shall not have occurred since the Interim Balance Sheet Date any Material Adverse Effect or
any event which could reasonably be expected to have a Material Adverse Effect on the business, operations, results of operations,
condition, financial or otherwise, or prospects of the Company or its assets and properties.

 

(e)       No
Legal Proceedings
. Since the Execution Date, no Action shall be pending or threatened before any Governmental Authority wherein
an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the
contemplated
Transactions, (ii) cause any of the contemplated Transactions to
be rescinded following the Closing or later consummation thereof, (iii) affect adversely the right of
the Purchaser
to own the Shares and to control
the Company and its business, (iv) affect materially and
adversely the right of
the Company to own its assets and to operate its business or any
portion thereof, or (v) be reasonably likely to result in a Material Adverse Effect (and no such injunction, judgment, order, decree,
ruling, or charge shall be in effect).

 

(f)       No
Conflict
. Neither the execution and delivery of the Transaction Documents to be executed and delivered at the Closing nor
the consummation of the contemplated Transactions will, directly or indirectly, with or without notice or the lapse of time, contravene,
conflict with, violate or cause any of the Purchaser and its Affiliates to suffer any adverse consequence under (i) any applicable
Law or Governmental Order, or (ii) any proposed applicable Law or Governmental Order. 

 

(g)       No
Insolvency
. The Sellers and the Company (i) are not the subject of proceedings commenced by or against the any Seller or the
Company under any bankruptcy, arrangement, reorganization, insolvency or similar Laws for the relief of debtors, (ii) do not have
an application pending for appointment, for the benefit of creditors, of a receiver or any other legal custodian with respect to
the any of the Seller’s assets or the Company’s assets, (iii) have not made any general assignment for the benefit
of creditors, (iv) have not admitted in writing their inability to pay their debts as they mature, or (v) are not otherwise unable
to pay their debts when and as they become due.

 

(h)       Evidence
that Belpower Solutions Inc. has consented to the change of control of the Company contemplated by this Agreement.

 

(i)       Evidence
that Premier Farnell UK Limited has consented to the change of control of the Company contemplated by this Agreement.

 

6.2       Conditions
Precedent to Obligations of the Sellers
. The obligations of the Sellers to consummate the contemplated Transactions are subject
to the fulfillment by
the Purchaser (or waiver by the Sellers’
Representative) on or prior to the Closing Date of each of the following conditions:

 

(a)       Deliveries
of
the Purchaser Made. The Purchaser shall
have delivered and/or properly assigned to
the Purchaser at or prior to the Closing all
of the documents, agreements and instruments required to be delivered or assigned by
the Purchaser
pursuant to Section 2.5(b) of this Agreement.

 

(b)       Representations
and Warranties Accurate
. All of
the Purchaser’s representations and warranties
in this Agreement and in any Transaction Document shall have been true and correct at and as of the Execution Date, and shall be
true and correct at and as of the Closing Date as if made on the Closing Date
which representations and warranties shall
be true and correct in all material respects, except for representations and warranties which are qualified by materiality, which
shall be true and correct in all respects.

 

 

(c)       Obligations
of
the Purchaser Performed. The Purchaser
shall have duly performed, complied with and fulfilled in all respects all of the covenants, obligations and conditions under the
Transaction Documents to
the Purchaser is a party that are to be performed, complied with
and fulfilled by
the Purchaser before or at the Closing, including all covenants and agreements
on
the Purchaser’s part to be performed, as set forth in Article V above.

 

(d)       No
Legal Proceedings
. Since the Execution Date, no Action is pending or threatened before any Governmental Authority wherein an
unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the contemplated Transactions,
(ii) cause any of the contemplated Transactions to be rescinded following the Closing or later consummation thereof, or (iii) affect
adversely the right of
the Purchaser to own the Shares and control the Company
and

its business.

 

ARTICLE VII

INDEMNIFICATION

 

7.1       Survival.
Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive
the Closing and shall remain in full force and effect until the date that is 12 months from the Closing Date; provided,
that the representations and warranties in (a) Section 3.01 (Organization and Authority of
the Purchaser),
Section 3.4 (Brokers), Section 3.6 (Sufficiency of Funds); Section 4.1 (Organization, Standing and Qualification of
the
Company), Section 4.2 (Authorization of Agreement, contemplated Transactions and Transaction Documents),
Section 4.3 (Capitalization; Ownership of the Shares; No Encumbrances) and Section 4.27 (Brokers) shall survive for indefinitely
years, and Section 4.12 (Taxes) shall survive for six years. All covenants and agreements of the parties contained herein shall
survive the Closing for the period explicitly specified therein. Notwithstanding the foregoing, any claims asserted in good faith
with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching
party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant
representation or warranty and such claims shall survive until finally resolved provided that legal proceedings shall have been
instituted and served within 9 months of such claim being made.

 

7.2       Indemnification
by
the Sellers.
Subject to the provisions of this Article VII, each of the Sellers hereby jointly and severally agree to indemnify, defend and
hold harmless each of the Purchaser Indemnified Parties from and against all Losses incurred or sustained by, or imposed upon,
any Purchaser Indemnified Parties based upon, arising out of, with respect to or by reason of:

 

(a)       any
inaccuracy in or breach of any of the representations or warranties of the Sellers contained in this Agreement or any Transaction
Document, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of
the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach
of which will be determined with reference to such specified date);

 

 

(b)       any
breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers pursuant to this Agreement and
any agreement entered into by and among the Parties on the Closing Date; or

 

(c)       any
Indebtedness of the Company outstanding as of the Closing to the extent not deducted from the Purchase Price in the determination
of the Closing Date Payment pursuant to Section 2.3(a).

 

7.3       Indemnification
by
the Purchaser and the
Guarantor.
Subject to the provisions of this Article VII, the Purchaser and the Guarantor shall indemnify and defend
each of the Seller Indemnified Parties from and against all Losses incurred or sustained by, or imposed upon, any Seller Indemnified
Party based upon, arising out of, with respect to or by reason of:

 

(a)       any
inaccuracy in or breach of any of the representations or warranties of the Purchaser or the Guarantor contained in this Agreement
or in any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement, as of the date such
representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for
representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined
with reference to such specified date); or

 

(b)       any
breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Purchaser or the Guarantor pursuant to
this Agreement.

 

7.4       Other
Indemnification Arrangements.

 

(a)       The
Purchaser Indemnified Parties and the Seller Indemnified Parties are referred to as the “Indemnified Parties,” and
the Party obligated to provide indemnification under this Agreement is referred to the “Indemnifying Parties.” The
Indemnified Parties agree to give to the Indemnifying Parties prompt written notice of any claim with respect to which it may be
entitled to indemnity or damages hereunder (but the obligations of the Indemnifying Parties under this Section 7.4 or otherwise
shall not be impaired by failure to give such notice except to the extent said failure actually causes Losses to, or prejudices
the rights of the Indemnifying Parties). The Indemnified Parties shall have the right to employ separate counsel in any such action
and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying
Parties if the Indemnifying Parties have assumed the defense of the action with counsel reasonably satisfactory to the Indemnified
Parties; provided that the fees and expenses of such counsel shall be at the expense of the Indemnifying Parties if (i)
the employment of such counsel has been specifically authorized in writing by the Indemnifying Parties or (ii) the named parties
to any such action (including any impleaded parties) include both the Indemnified Parties and the Indemnifying Parties and, in
the judgment of the Indemnified Parties, it is advisable for the Indemnified Parties to be represented by separate counsel at the
cost of the Indemnifying Parties (in which case the Indemnifying Parties shall not have the right to assume the defense of such
action on behalf of the Indemnified Parties), it being understood, however, that the Indemnifying Parties shall not, in connection
with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys
for the Indemnified Parties as well as local counsel if the Indemnifying Parties select a law firm which does not maintain an office
in the district or other area where the litigation is pending.

 

 

(b)       After
the Indemnifying Parties’ written confirmation of the assumption of the defence of any such claim and its obligation to indemnify
and hold harmless the Indemnified Parties in respect thereof, the Indemnifying Parties shall not be responsible for the legal fees
and expenses of counsel independently retained by the Indemnified Parties during the continuance of such assumption. The Indemnifying
Parties may effect any settlement, adjustment or other compromise (collectively, “Settlement”) of any such claim
without the consent of the Indemnified Parties if the Indemnifying Parties have paid, or made adequate provision for the payment
of, the amount of such Settlement and obtained a release respecting any such claims against the Indemnified Parties, as applicable,
provided that before entering into any Settlement that involves any remedy other than the payment of money by the Indemnified Parties,
the Indemnifying Parties shall obtain the prior written consent of the Indemnified Parties, which shall not be unreasonably withheld,
denied or delayed. The Indemnified Parties may, at their election, employ counsel at its own expense in connection with the handling
of any such claim. The Indemnified Parties shall have the right to enter into any Settlement of any such claim provided the Indemnified
Parties shall not be entitled to any indemnification or damages hereunder in connection with the payment of any amounts pursuant
to any Settlement agreed to by it unless such Settlement is consented to in writing by the Indemnifying Parties. The Parties agree
to cooperate with each other in connection with the defence, negotiation or Settlement of any claim of a third party.

 

(c)       The
Indemnified Parties shall not be entitled to claim more than once in respect of the same loss or damage.

 

(d)       No
Indemnifying Parties shall have any liability for a claim under this Agreement unless and until such claim reaches final determination,
which means:

 

(i)       the
relevant Indemnifying Parties and the Indemnified Parties agreeing to a settlement in respect of the relevant claim or it being
otherwise satisfied; or

 

(ii)       an
order or a decree of a court of competent jurisdiction being given in proceedings in respect of a relevant claim and such order
or decree being final and not, or no longer, appealable.

 

(e)       If
any claim under this Agreement is based upon a liability that is contingent only, none of the Indemnifying Parties shall be liable
to make any payment to any of the Indemnified Parties, unless and until such contingent liability becomes an actual liability and
is discharged and in the case of a claim under the representations and warranties set forth in this Agreement, loss is proven.

 

(f)       Where
the Indemnified Parties are at any time entitled to recover from some other Person (including an insurer) any sum in respect of
any matter giving rise to a claim under this Agreement, the Indemnified Parties shall undertake all reasonable steps to enforce
such recovery prior to taking any actions against the Indemnifying Parties and in the event that the Indemnified Parties shall
recover any amount from such other Person the amount of the claim against an the Indemnifying Parties shall be reduced by the amount
recovered less the reasonable costs incurred by the Indemnified Parties in recovering that sum from such other person.

 

 

(g)       If
the Indemnifying Parties make any payment to the Indemnified Parties in relation to any claim under this Agreement and the Indemnified
Parties subsequently receives from a third party any amount referable to, or any benefit which would not have been received but
for the circumstances giving rise to, the subject matter of that claim, the Indemnified Parties shall, once it has received such
amount or benefit, immediately repay or procure the repayment to the Indemnifying Parties of either:

 

(i)       the
amount of such receipt (after deducting an amount equal to the reasonable costs of the Indemnified Parties incurred in recovering
such receipt and any taxation payable on it); or if lesser,

 

(ii)       the
amount paid in respect of such claim by the Indemnifying Parties together with any interest or repayment supplement paid to the
Indemnified Parties in respect of it.

 

(h)       Nothing
in this Section 7.4 shall in any way affect or prejudice the Indemnified Parties’ common law duty to mitigate its loss and
each Indemnitee shall take all reasonable steps to mitigate such Damages to the extent required by applicable Law.

 

(i)       Notwithstanding
anything contained herein to the contrary, Sellers and the Company shall not have any liability for (a) any breach of or inaccuracy
in any representation or warranty made by Seller to the extent that Purchaser, any of its Affiliates or other Representatives had
knowledge at or before the Closing of the facts as a result of which such representation or warranty was breached or inaccurate;
or (b) any liability after the Closing for any breach of or failure to perform before the Closing any covenant or obligation of
Seller to the extent that Purchaser, of its Affiliates or any or other Representatives had knowledge at or before the Closing of
such breach or failure.

 

7.5       Maximum
Liability
. The aggregate liability of the Parties in respect of all claims under this Agreement will not exceed an amount equal
to the Purchase Price. The aggregate liability of the Sellers under the representations and warranties contained in Article IV
(excluding the representations and warranties at Articles 4.1 to 4.3 and 4.12) shall not exceed £1,000,000 plus the Earn-out
Payments (if any)).

 

7.6       Basket.
The Sellers will not be liable for any Losses unless the amount of the Losses exceeds
£100,000 (the “Basket”),
in which event the Sellers shall be required to pay or be liable for all Losses as if there was no Basket.

 

7.7       Fraud.
The limitations set forth in this Article VII shall not apply to the Indemnifying Parties in respect
of Liabilities arising from Fraud on the part of any Indemnifying Parties or their Representatives.

 

7.8       Payments
to
the Purchaser; Escrow Fund. Any amounts payable to the Purchaser pursuant to this Article VII shall be satisfied:
(i) from the Escrow Fund; and (ii) to the extent such amounts exceed the amount available to the Purchaser in the Escrow Fund,
from the Earn-out Payments and (iii) to the extent such amounts exceed the amount available to the Purchaser in the Escrow Fund
and the amount of the Earn-out Payments, if earned, from the Sellers.

 

 

7.9       Payment
of Escrow to the Sellers.
All amounts remaining in the Escrow Fund on the date 12 months after the Closing Date must be paid
to the Sellers within five days of that date.

 

7.10       Tax
Treatment of Indemnification Payments.
All indemnification payments made under this Article VII shall be treated by
the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

 

 

7.11       Exclusive
Remedy
. The parties agree that, from and after the Closing, the sole and exclusive remedies
of the parties for any Losses based upon, arising out of, or otherwise in respect of the matters set forth in this Agreement (including
representations, warranties, covenants, and agreements) and the transactions contemplated hereby including any agreement entered
into by and among the Parties on the Closing Date, whether based in contract, tort, equity, or law, are the indemnification and
reimbursement obligations of the parties set forth in this Article 7, and for the avoidance of doubt, the Indemnified Parties expressly
waive any and all rights and remedies which but for the provisions of this Section 7.11 might otherwise be available to the Indemnified
Parties in connection with any Losses relating to this Agreement (including the Seller Disclosure Schedule and the certificates
delivered pursuant hereto) or the transactions contemplated hereby. For avoidance of doubt, this Section 7.11 does not apply to
any claims for Fraud or remedies based upon Fraud as specified in Section 7.7. Notwithstanding the foregoing, the provisions of
this Section 7.11 shall not prevent or limit a cause of action under Section 5.2 to obtain an injunction or injunctions to prevent
breaches thereof or to enforce specifically the terms and provisions thereof.

 

ARTICLE VIII

TERMINATION OF AGREEMENT

 

8.1       Termination.
The Parties may terminate this Agreement at any time prior to the Closing as provided in this Section 8.1.

 

(a)       By
the mutual written consent of the Sellers’ Representative and the Purchaser.

 

(i)       By
the Purchaser, by written notice to the Sellers’ Representative if the Sellers have breached Section 6.1:

 

(i)       if
there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by any Seller
pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 6.1 and such breach,
inaccuracy or failure is incapable of being cured by November 20, 2020 (the “Outside Closing Date”), or, if capable
of being so cured, has not been cured by the Sellers within 10 days of the Sellers’ receipt of written notice of such breach,
inaccuracy or failure from the Purchaser; provided, that there is not then a breach, inaccuracy in or failure to perform any
representation, warranty, covenant or agreement made by the Purchaser pursuant to this Agreement that would give rise to the failure
of any of the conditions specified in Section 6.2; or

 

(ii)       if
any of the conditions set forth in Section 6.1 shall not have been, or if it becomes apparent that any of such conditions will
not be, fulfilled by the Outside Closing Date, unless such failure shall be due to the failure of the Purchaser to perform or comply
with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing.

 

(b)       By
the Sellers’ Representative, acting on behalf of the Sellers, by written notice to
the Purchaser:

 

(i)       if
there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by the Purchaser
pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 6.2 (other than the
failure of the Purchaser to pay the Purchase Price within the time required by this Agreement) and such breach, inaccuracy or failure
is incapable of being cured by the Outside Closing Date or, if capable of being so cured, has not been cured by the Purchaser within
10 days of the Purchaser’s receipt of written notice of such breach, inaccuracy or failure from the Sellers; provided,
that there is not then a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by
any Seller pursuant this Agreement that would give rise to the failure of any of the conditions specified in Section 6.1; or

 

 

(ii)       if
any of the conditions set forth in Section 6.1 shall not have been, or if it becomes apparent that any of such conditions will
not be, fulfilled by the Outside Closing Date, unless such failure shall be due to the failure of any Seller to perform or comply
with any of the covenants, agreements or conditions hereof to be performed or complied with by such Seller prior to the Closing.

 

(c)       By
the Purchaser or the Sellers’ Representative
in the event that (i) there shall be any Law that makes consummation of the
contemplated Transactions illegal
or otherwise prohibited; or (ii) any Governmental Authority shall have issued a Governmental Order restraining or enjoining the
contemplated Transactions, and such Governmental Order shall have become final and non-appealable.

 

8.2       Effect
of Termination.
In the event of termination of this Agreement as provided in Section 8.1, this Agreement shall forthwith
become void and there shall be no liability or obligation on the part of Sellers, the Company or Purchaser or their respective
Affiliates; provided, however, that (i) the provisions of this Section 8.1 (Effect of Termination) and Article IX (Miscellaneous)
(and all applicable defined terms used therein) shall remain in full force and effect and survive any termination of this Agreement
and (ii) nothing herein shall relieve any party hereto from liability in connection with any Fraud of any of such party’s
representations, warranties or covenants contained herein.

 

ARTICLE IX

MISCELLANEOUS

 

9.1       Entire
Agreement; Amendment.

 

(a)       This
Agreement, and the documents referred to in it, together with an agreement entered into by and among the Parties on the Closing
Date constitute the entire agreement and understanding of the Parties and supersede any previous agreements made or existing between
the Parties or any of them before this Agreement and relating to the subject matter of this Agreement (all of which shall be deemed
to have been terminated by mutual consent with effect from the Execution Date and the Closing Date).

 

(b)       Each
of the Parties acknowledges and agrees that on entering into this Agreement, and the documents referred to herein, does not rely
on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently
made) of any person (whether party to this Agreement or not) other than as expressly set forth in this Agreement.

 

(c)       Except
as otherwise permitted by this Agreement no change to its terms shall be effective unless it is in writing and signed by or on
behalf of all of the Parties.

 

 

9.2       Jurisdiction
and Governing Law; Waiver of Jury Trial.

 

(a)       This
Agreement shall be governed by and construed solely and exclusively in accordance with the internal laws of the State of Delaware
without regard to the conflicts of laws principles thereof. The Parties hereto hereby expressly and irrevocably agree that any
suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement shall be brought solely in a federal
or state court located in New York County, New York. By its execution hereof, the Parties hereby covenant and irrevocably submit
to the in personam jurisdiction of the federal and state courts located in New York County, New York, in each case located in New
York County, New York, and agree that any process in any such action may be served upon any of them personally, or by certified
mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally
served upon them in New York State. The Parties hereto expressly and irrevocably waive any claim that any such jurisdiction is
not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto.
In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto
of all of its reasonable counsel fees and disbursements and the reasonable fees and disbursement of accountants and experts. Notwithstanding
the foregoing, certain Exhibits include provisions providing for exclusive jurisdiction of disputes in the courts of England and
Wales which provisions are not affected by this Section 9.2. Similarly those exclusive jurisdiction clauses do not modify this
Section 9.2.

 

(b)       Each
party acknowledges and agrees that any controversy which may arise under this Agreement or the Transaction Documents is likely
to involve complicated and difficult issues and, therefore, each such Party hereby irrevocably and unconditionally waives any right
it may have to a trial by jury in respect of any legal action, proceeding or counterclaim brought by either of the Parties hereto
against the other in respect of any matter arising out or in connection with this Agreement, any Transaction Document or the contemplated
Transactions. Each Party to this Agreement certifies and acknowledges that (i) no representative of any other Party has represented,
expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (ii)
such Party has considered the implications of this waiver, (iii) such Party makes this waiver voluntarily, and (iv) such party
has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 9.2(b).

 

9.3       Severability.
In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect (a) such provision
shall be enforced to the maximum extent permissible under applicable law, and (b) the invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain
in full force and effect.

 

9.4       Expenses.
Each party shall pay the fees and expenses of its own advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution, delivery and performance of the this Agreement and
the Transaction Documents. The Sellers hereby acknowledge and agree that they shall be jointly and severally responsible for any
and all legal and auditing fees that the Company or the Sellers incur in connection with this Agreement and the Transaction Documents
and the contemplated Transactions, all of which shall be paid by the Sellers on or before Closing.

 

9.5       Notices.
All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently
given if delivered to the addressees in person, by Federal Express or similar overnight next business day delivery, or by email
delivery followed by overnight next business day delivery, as follows:

  

 

If to the Purchaser, to: gresham Worldwide, Inc.
  7960 East Camelback Road, Suite 511
  Scottsdale, AZ 85250
  Attention: Jonathan Read, CEO
  Email: jread@greshamww.com
   
With a copy to: Nason, Yeager, Gerson, Harris & Fumero, P.A.
(which shall not constitute notice) 3001 PGA Boulevard, Suite 305
  Palm Beach garden, FL 33410
  Attention: Michael D. Harris, Esq.
  Email: mharris@nasonyeager.com
   
  Trethowans LLP,
  The Pavilion,
  Botleigh Grange Business Park, Hedge End, Southampton SO30 2AF
  Attention: Mike Watson, // Jonathan Sherman
  Email: Mike.Watson@trethowans.com and Jonathan.Sherman@trethowans.com
   
If to any Seller, Peter Christopher Lappin, Sellers’ Representative
then to Sellers’ then Representative: Taylor’s Farm
  Wimborne Road, Lytchett Matravers, Poole, Dorset BH16 6HQ
  Email: Peter.Lappin@relec.co.uk
   
With a copy to: Clarke Willmott LLP
(which shall not constitute notice) Burlington House,
  Botleigh Grange Business Park,
  Hedge End,
  Southampton SO30 2AF
  Attention: Kelvin Balmont
  Email: kelvin.balmont@clarkewillmott.com

 

or to such other address as any of them,
by notice to the other may designate from time to time. Time shall be counted from the date of transmission.

 

The Parties acknowledge
and agree that this Section 9.5 shall not apply to the service of process of any proceedings or other documents in any legal Action.

 

9.6       Further
Assurances.
At its own expense, each Party shall, and shall use all reasonable endeavors to procure that any necessary
third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose
of giving full effect to this Agreement and the contemplated Transactions.

 

9.7       Payment
Currency.
  All payments due to the Sellers or the Escrow Agent under this Agreement and any Transaction Document shall
be payable in British pounds sterling, except for reimbursement of the Sellers’ United States counsel fees, the Deposit and
the Termination Fee, which are payable in United States dollars. Such payments shall be without deduction of exchange, collection,
or other charges.

 

 

9.8       Appointment
of
the Sellers’ Representative.

 

(a)       Each
of Stone and Smith hereby appoint and designate the Sellers’ Representative as their representative to act on behalf of each
such Seller for certain purposes, as specified in this Section 9.9. Stone and Smith hereby grant to the Sellers’ Representative
such powers and authority as are necessary to carry out the following functions as the representative of each such Seller: (i)
to give and receive notices on behalf of each such Seller, (ii) to administer and resolve any claims arising under this Agreement,
and (iii) to take such other actions on behalf of the Sellers as are contemplated by this Agreement and the other Transaction Documents
or otherwise deemed necessary or advisable by the Sellers’ Representative in furtherance of the contemplated Transactions.
For the avoidance of doubt, nothing in this Section 9.9 shall be deemed to expand or alter the joint and several nature of the
indemnification obligations of the Sellers pursuant to Article VII hereof. The Purchaser and any Purchaser Indemnified Party (A)
shall be entitled to rely on any action or decision of the Sellers’ Representative hereunder and (B) shall have no liability
to any Seller for any actions taken pursuant to instructions within the authority of the Sellers’ Representative. The appointment
of the Sellers’ Representative as the representative of the Sellers will be deemed coupled with an interest, and the Purchaser
and any other Person may conclusively and absolutely rely, without inquiry, upon any actions of the Sellers’ Representative
as the actions of the Sellers hereunder in all matters referred to in this Agreement or any other Transaction Document to which
such Seller is a party. All that the Sellers’ Representative will do or cause to be done by virtue of his appointment as
the representative of the Sellers pursuant to this Section 9.9 is hereby ratified and confirmed by each of the Sellers.

 

(b)       In
performing the functions specified in this Agreement, the Sellers’ Representative shall not be liable to any Seller in the
absence of gross negligence, willful misconduct or Fraud on the part of the Sellers’ Representative, provided, that no such
limitation shall apply to any damages owed to the Purchaser or any of its Affiliates. Each Seller shall severally (based on such
Seller’s respective percentage ownership of the Company as forth in Appendix A), and not jointly, indemnify and hold
harmless the Sellers’ Representative from and against any loss, liability or expense incurred without gross negligence, willful
misconduct or Fraud on the part of the Sellers’ Representative and arising out of or in connection with the acceptance or
administration of his, her or its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal
costs reasonably incurred by the Sellers’ Representative (the “Sellers’ Representative’s Expenses”).
No Party other than the Sellers shall have any liability for the Sellers’ Representative’s Expenses.

 

9.9       Guaranty.
For the avoidance of any doubt, the Parties acknowledge and agree that, notwithstanding anything to the contrary set forth in this
Agreement, the Guarantor guarantees all the payment obligations of the Purchaser under this Agreement including the Earn-out Payments
and the Post Closing Adjustment to the extent provided for in this Agreement. Notwithstanding such guaranty, the Guarantor shall
have all of the rights the Purchaser has against the Sellers and be entitled to assert any defenses against the Sellers which the
Purchaser has against them.
If the Purchaser fails to discharge its guaranteed obligations when due, the guaranteed parties
may at any time and from time to time and so long as the Purchaser has failed to discharge the guaranteed obligations, take any
and all actions available hereunder or under applicable law to collect the Guarantor’s liabilities hereunder in respect of
such guaranteed obligations. The Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing.
This is a guarantee of payment and not of collection, and a separate action or actions may be brought and prosecuted against the
Guarantor to enforce this guarantee, irrespective of whether any action is brought against the Purchaser or whether the Purchaser
is joined in any such action or actions.

 

 

9.10       Miscellaneous
Provisions.

 

(a)       Fees
and Expenses
. Subject to Article VII and Section 9.2(a), each Party will bear all fees and expenses (including financial advisors’,
attorneys’, accountants’ and other professional fees and expenses) incurred by such Party in connection with, arising
from or relating to the negotiation, execution, delivery and performance of the Transaction Documents and consummation of the contemplated
Transactions except that the Purchaser shall pay the Sellers’ U.S legal fees up to a maximum amount of $10,000 in United
States currency.

 

(b)       Time;
Time of the Essence
. References to times of day are, unless the context otherwise requires, to New York, NY (GMT + 5) and references
to a day are to a period of 24 hours running from midnight on the previous day. Time is of the essence for the times, dates and
periods set forth in this Agreement.

 

(c)       Waiver.
Any Party may waive compliance by another with any of the provisions of this Agreement provided that (i) no waiver of any provision
shall be construed as a waiver of any other provision, (ii) any waiver must be in writing and shall be strictly construed, and
(iii) a waiver in any one instance shall not be deemed a waiver in any subsequent instance.

 

(d)       Third
Party Beneficiates; Assignment
. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective
successors and permitted assigns. Except as may otherwise be set forth in this Agreement (including as contemplated by Section
5.4(e), Article VII, and Section 9.11(j)) the provisions of this Agreement (i) are for the sole benefit of the Parties, and (ii)
shall not create or be deemed to create any third party beneficiary rights in any Person not a party to this Agreement and consequently
no term of this Agreement (or any of the Exhibits thereto) is enforceable pursuant to the Contracts (Rights of Third Parties) Act
1999 by any person who is not a party to it. No assignment of this Agreement or of any rights or obligations hereunder, and no
declaration of trust in respect of any such rights or the benefit of this Agreement, may be made by any Party (by operation of
law or otherwise) without the prior written consent of the other Parties and any attempted assignment or declaration of trust without
the required consent shall be void; provided, that (i) no such consent shall be required for
the Purchaser
to assign part or all of its rights under this Agreement to one or more of its Affiliates, but no such assignment shall relieve
the Purchaser of any of its obligations under this Agreement as a primary obligor and (ii)
the Purchaser shall have the right, without consent, to assign this Agreement and any agreements
or other documents relating hereto, as collateral security for
the Purchaser’s obligations
to its lenders, and such lenders shall have the right, without consent, to assign their rights in and to this Agreement and any
such agreements, certificates or other documents, to any purchaser or assignee of such lender’s rights, whether by foreclosure
or otherwise, but no such assignment shall relieve
the Purchaser of any of its obligations
under this Agreement as a primary obligor or foreclose any defenses or rights the Sellers may have. The Purchaser shall give the
Sellers prior notice of any assignment.

 

(e)       References.
The headings of Articles, Sections and Exhibits are provided for convenience only and will not affect the construction or interpretation
of this Agreement. Unless otherwise provided, references to “Article(s)”, “Section(s)”, “Exhibit(s)”
and “Schedules” refer to the corresponding article(s), section(s), exhibit(s) and schedule(s) of or to this Agreement.
Unless otherwise provided, references to “Schedule(s)” refer to the corresponding Schedule(s) of the Disclosure Schedule.
The Recitals, each Exhibit and the Disclosure Schedules are hereby incorporated into and made a part of this Agreement by reference.
Reference to a statute refers to the statute, any amendments or successor legislation and all rules and regulations promulgated
under or implementing the statute, as in effect at the relevant time. Reference to a contract, instrument or other document as
of a given date means the contract, instrument or other document as amended, supplemented and modified from time to time through
such date.

 

 

(f)       Construction.
Each Party participated in the negotiation and drafting of this Agreement, assisted by such legal and tax counsel as it desired,
and contributed to its revisions. Any ambiguities with respect to any provision of this Agreement will be construed fairly as to
all Parties and not in favor of or against any Party. All pronouns and any variation thereof will be construed to refer to such
gender and number as the identity of the subject may require. The terms “include” and “including” indicate
examples of a predicate word or clause and not a limitation on that word or clause.

 

(g)       Counterparts.
This agreement and each Transaction Document may be executed in any number of counterparts, each of which shall constitute a duplicate
original, but all the counterparts shall together constitute the one agreement. Transmission of the executed signature page of
a counterpart of this Agreement or any Transaction Document by (a) fax or (b) email (in PDF, JPEG or other electronic format) shall
take effect as the transmission of an executed by handwritten signature counterpart of this Agreement and any Transaction Document.
If either method of transmission is adopted, without prejudice to the validity of the Agreement thus made, each Party shall on
request provide the others with the hard copy originals of their counterpart with handwritten signature. No counterpart shall be
effective until each party has delivered to the others at least one executed counterpart.

 

(h)       No
Recourse
. Notwithstanding anything that may be expressed or implied in this Agreement or any agreement or document delivered
contemporaneously herewith, each Seller Party, by such Seller Party’s acceptance of the benefits of this Agreement, agrees
and acknowledges that, in respect of the Purchaser’s obligations hereunder, no Person other than the Purchaser and the Guarantor
solely as limited by Section 9.9 and Exhibit A (and its successors and assigns, collectively, the “Recourse Parties”)
shall have any obligation hereunder and that no Seller Party has any rights of recovery hereunder against, or any recourse hereunder
or under any agreement or document delivered contemporaneously herewith or in respect of any oral representations made or alleged
to be made in connection herewith or therewith against, (a) any former, current or future director, officer, shareholder, employee,
representative or agent of the Purchaser (or any successor or assignee thereof) or (b) any former, current or future manager, member,
partner, stockholder, director, trustee, officer, employee, representative or agent of any shareholder, officer or director of
the Purchaser or any Affiliate of such shareholder, officer or director (each, a “Party Affiliate”), whether
by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on
behalf of the Purchaser against the Party Affiliates, by the enforcement of any assessment or by any legal or equitable Action,
or by virtue of any Law or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach
to, be imposed on or otherwise be incurred by any Party Affiliate, as such, for any obligations of the Purchaser under this Agreement
or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of
any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract
or otherwise) based on, in respect of, or by reason of, such obligations or their creation. This Agreement may only be enforced
against, and any Action based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance
of this Agreement, may only be brought against, the Parties and then only with respect to the specific obligations set forth herein
with respect to such Party. Each Party Affiliate is expressly intended as a third-party beneficiary of this Section 9.10(h).

 

 

(i)       Definition
of Material
. Unless otherwise provided in this Agreement, material means an amount involving at least
£25,000
to the extent any damages can be quantifiable.

 

[Signature page follows]

 

 

IN WITNESS WHEREOF,
the Parties hereto have duly executed this Agreement effective as of the Execution Date and the Closing Date.

 

  PURCHASER:
     
  TABARD HOLDINGS INC.
     
  By: Jonathan Read
  Name: Jonathan Read
  Title: Chief Executive Officer
     
  SELLERS:
     
  By: Peter Christopher Lappin
  Name: Peter Christopher Lappin, individually
     
  By: John Alfred Stone
  Name: John Alfred Stone, individually
     
  By: Jonathan Mark Smith
  Name: Jonathan Mark Smith, individually
     
  SELLERS’ REPRESENTATIVE:
     
  By: Peter Christopher Lappin
  Name: Peter Christopher Lappin
  Title: Sellers’ Representative
     
With respect to Article III and Section 9 only:    
     
  GUARANTOR:
     
  Gresham Worldwide, Inc.
     
     
  By: Jonathan Read
  Name: Jonathan Read
  Title: Chief Executive Officer

 

JOINDER

 

The
undersigned
, Gresham Worldwide, Inc., a Delaware corporation, being the sole shareholder of Purchaser, hereby
joins in the execution and delivery of this Agreement, effective as of the Execution Date and the Closing Date, other than as set
forth immediately above, solely for the purpose of acknowledging its understanding and agreement that it shall be jointly liable
with Purchaser (as a surety and not as a primary obligor), with respect to each payment and indemnification obligation of
Purchaser set forth in this Agreement.

 

 

  Gresham Worldwide, Inc., a Delaware corporation
     
     
  By: Jonathan Read
    Jonathan Read, Chief Executive Officer

 

 

Appendix
A

 

LIST OF SELLERS

 

 

Seller’s Name Number and class of the Shares

Pro Rata Share of
Payments Under
Agreement

 

Peter Christopher Lappin 6,250 Class A ordinary shares 57.8918%
John Alfred Stone 2,273 Class B ordinary shares 21.0541%
Jonathan Mark Smith 2,273 Class D ordinary shares 21.0541%
Total 10,796 Shares 100.0000%

 

 

Appendix
b

 

REAL PROPERTY

 

1. All that leasehold property known as Justin Business Park, Sandford Lane, Wareham and registered
at the Land Registry under Title Number: DT228920; and

 

2. All that leasehold property known as Building 100, Units 1, 2 and 3 Justin Business Park, Sandford
Lane, Wareham, BH20 4DY, pursuant to a sub-underlease dated 22 July 2020 and made between TP Trustees Limited, Peter Christopher
Lappin John Alfred Stone (1) and the Company (2) (a copy of which is annexed at Exhibit E)

 

 

EXHIBIT A

 

EARN-OUT PAYMENTS

 

1.       Definitions.
The definitions in this Section 1 of this Exhibit shall apply to the Agreement.

 

“EBITDA”
means the Earnings Before Income Taxes, Depreciation and Amortization of the Company based
upon the Statement of Operations for an Earn-out Period audited in accordance with GAAP, adjusted to add to the computation of
EBITDA any compensation or fees paid to the Purchaser or its Affiliates for services including directors’ fees paid to Persons
other than the Sellers. Provided, however, any compensation or fees paid to the Purchaser or any Affiliates in an arms-length transaction
approved by the Sellers’ Representative shall not be added to EBITDA.

 

“Earn-out
Payments
” has the meaning set forth in Section 2.1 of this Exhibit.

 

Earn-out Period
means each of FY 2021, FY 2022 and FY 2023

 

“Earn-out
Statement
” has the meaning set forth in Section 3.2(b) of this Exhibit.

 

“Excess GOM
means as defined in paragraph 2.4 (below).

 

“Expert
is a member of an independent firm of chartered accountants of repute appointed in accordance with Section 4 of this Exhibit to
resolve any dispute arising between the parties in connection with the preparation of any Earn-out Statement or the calculation
of the corresponding Earn-out Payment in relation to a Financial Year.

 

“FY 2021
means the period from 1 January 2021 to 31 December 2021

 

“FY 2022
means the period from 1 January 2022 to 31 December 2022

 

“FY 2023
means the period from 1 January 2023 to 31 December 2023

 

“Gross Operating
Margin”
means the remainder in any applicable Earn-out Period of total revenues of
the Company less cost of goods sold plus, in FY 2022 and FY 2023 the Excess GOM (if any and as defined in paragraph 2.4 (below))
from the previous Earn-out Period
.

 

“Minimum EBITDA”
means

 

(i) For FY 2021 £500,000;
(ii) for FY 2022 £600,000; and
(iii) for FY 2023 £700,000.

 

“Objection
Notice”
has the meaning set forth in Section 3.3 of this Exhibit.

 

Resolution
Notice
” has the meaning set forth in Section 3.6 of this Exhibit.

 

“Review
Period”
has the meaning set forth in Section 3.3 of this Exhibit.

 

 

“Target Gross
Operating Margin”
means,

 

(i) for FY 2021 £1,987,409
(ii) for FY 2022 £2,186,150; and
(iii) for FY 2023 £2,473,472

 

2.       Earn-Out
Payments.

 

2.1       As
additional consideration for the Shares, the Purchaser shall, in accordance with the provisions of this Exhibit, make the following
payment or payments to the Sellers which in the aggregate shall not exceed the total sum of £500,000 (each, an “Earn-out
Payment
”, and together, the “Earn-out Payments”):

 

(a)       If
in FY 2021 the Gross Operating Margin is not less than the Target Gross Operating Margin for FY 2021 and the EBITDA is not less
than the Minimum EBITDA for FY 2021 the Purchaser shall pay to the Sellers an amount equal to £175,000;

 

(b)       If
in FY 2022 the Gross Operating Margin is not less than the Target Gross Operating Margin for FY 2022 and the EBITDA is not less
than the Minimum EBITDA for FY 2022, the Purchaser shall pay to the Sellers an amount equal to £175,000; and

 

(c)       If
in FY 2023 the Gross Operating Margin is not less than the Target Gross Operating Margin for FY 2023 and the EBITDA is not less
than the Minimum EBITDA for FY 2023 the Purchaser shall pay to Sellers an amount equal to £150,000.

 

2.2       If
in any Earn-out Period the EBITDA exceeds or is equal to the Minimum EBITDA for that Earn-out Period but the Gross Operating Margin
is less than the Target Gross Operating Margin for that Earn-out Period (“GOM Shortfall”) then the Earn-out
Payment for that Earn-out Period shall be reduced by the amount of the GOM Shortfall provided that the Earn-out Payment for any
Earn-out Period shall not be less than £0.

 

2.3       If
in any Earn-out Period, the EBITDA is less than the Minimum EBITDA for that Earn-out Period then the Earn-out Payment for that
Earn-out Period shall be £0.

 

2.4       If
in FY 2021 or FY 2022 the Gross Operating Margin exceeds the Target Gross Operating Margin for that Earn-out Period (“Excess
GOM
”) then the Excess GOM shall be added to the Gross Operating Margin for the following Earn-out Period for the purposes
of paragraphs 2.1 and 2.2 (above).

 

2.5       Subject
to Section 2.5 of this Exhibit, the Purchaser shall pay the amount due (if any) in respect of each Earn-out Payment in cash within
five Business Days of:

 

(a)       the
Seller’s Representative agreeing (or being deemed to have agreed in accordance with Section 3.4 of this Exhibit) the Earn-out
Statement specifying the amount of the relevant Earn-out Payment; or

 

(b)       if
an Objection Notice is served in accordance with Section 3.3 of this Exhibit, the parties: (i) agreeing in writing all disputed
matters concerning the relevant Earn-out Statement and the calculation of the corresponding Earn-out Payment; or (ii) receiving
notice of the Expert’s determination of the relevant Earn-out Payment in accordance with Section 4 of this Exhibit.

 

 

2.6       The
Purchaser shall be entitled to withhold and set off against any Earn-out Payment otherwise due and payable to the Sellers under
this Exhibit any amount due and payable by the Sellers to the Purchaser in respect of any Losses the Purchaser may have incurred
under this Agreement.

 

2.7       The
payments and targets set out in paragraphs 1 and 2 below may be adjusted or varied by the mutual written agreement of the Purchaser
and the Sellers’ Representative.

 

3.       Earn-Out
Statement and Agreeing to Earn-Out Payments.

 

3.1       In
relation to each Earn-out Period, the Purchaser shall use reasonable efforts to complete the audited financial statements for that
Earn-out Period in order to allow for delivery of the financial statements to the Sellers’ Representative within three months
of the last day of the relevant Earn-out Period.

 

3.2       Within
120 days of the end of each Earn-out Period the Purchaser shall deliver to the Sellers’ Representative:

 

(a)       a
copy of the audited financial statements, Total Revenue, Revenue Growth, Gross Operating Margin Ratio and the EBITDA; and

 

(b)       a
statement prepared by the Purchaser (“Earn-out Statement”) setting forth in reasonable detail: (A) its calculation
of the EBITDA for that Earn-out Period; (B) its calculation of the Gross Operating Margin and (C) its calculation of the resulting
Earn-Out Payment (if any) payable in respect of that Earn-out Period.

 

3.3       The
Sellers’ Representative shall, within 15 Business Days from receipt of the documents referred to in Section 3.2 of this Exhibit
A
(“Review Period”), deliver to the Purchaser a written notice stating whether it agrees with the Earn-out
Statement and the Purchaser’s calculation of the Earn-out Payment. In the case of any disagreement, the notice (“Objection
Notice
”) shall specify the areas disputed by the Sellers’ Representative and describe, in reasonable detail, the
basis for the dispute.

 

3.4       If
the Sellers’ Representative fails to deliver an Objection Notice during the Review Period it shall, with effect from the
expiration of the Review Period, be deemed to agree the Earn-out Statement and the amount of Earn-out Payment specified in such
Earn-out Statement.

 

3.5       During
each Review Period, the Purchaser shall upon reasonable notice and during normal business hours, permit the Sellers’ Representative
(and its agents or advisers) to access and review such books and records of the Company as the Sellers’ Representative (or
its agents or advisers) may reasonably require for the purpose of reviewing the Earn-out Statement and the Purchaser’s calculation
of the corresponding Earn-out Payment.

 

3.6       If
the Sellers’ Representative serves an Objection Notice in accordance with Section 3.3 of this Exhibit, the parties shall
seek in good faith to resolve the disputed matters and agree the amount of the EBITDA, Gross Operating Margin and the Earn-out
Payment for the relevant Earn-out Period. If the parties are unable to reach agreement within 30 Business Days of the service of
the Objection Notice, then at any time following the expiration of such period either party may, by written notice to the other
(“Resolution Notice”), require the disputed matters to be referred to an Expert for determination in accordance
with Section 4 of this Exhibit.

 

 

3.7       Each
party shall bear and pay its own costs incurred in connection with the preparation, review and agreement of each Earn-out Statement
and the calculation of each Earn-out Payment.

 

4.       Expert
Determination.

 

4.1       If
a Resolution Notice is served by a party, the parties shall use all reasonable endeavors to reach agreement regarding the identity
of the person to be appointed as the Expert and to agree terms of appointment with the Expert as soon as reasonably possible. Neither
party shall unreasonably withhold its agreement to the terms of appointment proposed by the Expert or the other party.

 

4.2       If
the parties fail to agree on an Expert and its terms of appointment within 15 Business Days of either party serving details of
a proposed Expert on the other, either party shall be entitled to request the President of the Instituted of Chartered Accountants
in England and Wales to appoint the Expert.

 

4.3       Except
for any procedural matters, or as otherwise expressly provided in this Exhibit, the scope of the Expert’s determination shall
be limited to determining the unresolved matters in the Objection Notice relating to:

 

(a)       whether
the Earn-out Statement has been prepared, and the corresponding calculation of the Earn-out Payment has been made, in accordance
with the requirements of this Exhibit;

 

(b)       whether
any errors have been made in the preparation of the Earn-out Statement and the corresponding calculation of the Earn-out Payment;
and

 

(c)       any
consequential adjustments, corrections or modifications that are required for the Earn-out Statement to have been prepared, and
the corresponding calculation of the Earn-out Payment to have been made, in accordance with the requirements of this Exhibit.

 

4.4       The
parties shall co-operate with the Expert and shall provide (and in the case of the Purchaser shall procure that the Company provides)
such assistance and access to such documents, personnel, books and records as the Expert may reasonably require for the purpose
of making its determination.

 

4.5       The
parties shall be entitled to make submissions to the Expert including oral submissions, and each party shall, with reasonable promptness,
supply the other party with all such information and access to its documentation, books and records as the other party may reasonably
require in order to make a submission to the Expert in accordance with this Section 4.

 

4.6       To
the extent not provided for in this Section 4, the Expert may in its reasonable discretion determine such other procedures to assist
with the conduct of its determination as the Expert considers just or appropriate including (to the extent he considers necessary)
instructing professional advisers to assist the Expert in reaching its determination.

 

 

4.7       Unless
otherwise agreed by the Purchaser and the Sellers’ Representative, the Expert shall be required to make its determination
in writing (including the reasons for its determination) and to provide a copy to both the Purchaser and the Sellers’ Representative
within 30 Business Days of its appointment.

 

4.8       All
matters under this Section 4 shall be conducted, and the Expert’s decision shall be written.

 

4.9       The
Expert shall act as an expert and not as an arbitrator. Except in the event of manifest error or fraud, the Expert’s determination
of any matters referred to the Expert in accordance with this Exhibit shall be final and binding on the parties.

 

4.10       If
an appointed Expert dies or becomes unwilling or incapable of acting, or does not deliver its determination within the period required
by this Section 4:

 

(a)       the
parties shall use reasonable efforts to agree to the identity and terms of appointment of a replacement Expert;

 

(b)       if
the parties fail to agree and appoint a replacement Expert within 15 Business Days of a replacement being proposed in writing by
one party, then either party may apply to the President of the Instituted of Chartered Accountants in England and Wales to discharge
the appointed Expert and to appoint a replacement Expert; and

 

(c)       this
Section 4 shall apply in relation to each and any replacement Expert as if it were the first Expert appointed.

 

4.11       Each
party shall act reasonably and co-operate to give effect to the provisions of this Section 4 and shall not do anything to hinder
or prevent the Expert from reaching its determination.

 

4.12       Each
party shall bear and pay its own costs incurred in connection with the Expert’s determination pursuant to this Section 4.
The Expert’s fees and any costs or expenses incurred in making its determination (including the fees and costs of any advisers
appointed by the Expert) shall be borne equally between the Purchaser and the Sellers’ Representative (on behalf of the Sellers).

 

5.       Conduct
of Business During the Earn-Out Periods.

 

5.1       During
the Earn-out Periods the Purchaser shall use its best endeavours to conduct the Company’s business in good faith and so far
as it is commercially reasonable to do so, to maintain the Company as a going concern with a view to making sustainable profits.

 

5.2       The
Purchaser undertakes to the Sellers that during the Earn-out Periods it shall:

 

(a)       not
and shall procure that none of its representatives on the board of directors of the Company shall take any action or decision which
is primarily intended to adversely affect or reduce the Earn-out Payments and all such actions or decisions shall be made in good
faith for the benefit of the Company;

 

 

(b)       not
dispose of or agree to dispose of any interest in the Shares nor create or grant or agree to create or grant any Encumbrance over
the Shares without the prior consent in writing of the Sellers’ Representative;

 

(c)       not
present a petition for or pass any resolution for the winding-up of the Company unless the Company is insolvent and such action
is necessary to ensure that all directors of the Company comply with their obligations under the Insolvency Act 1986;

 

(d)       not
appoint a receiver, administrative receiver or administrator over the whole or any part of the assets or undertakings of the Company
(subject to the requirements and duties of any director under the provisions of the Insolvency Act 1986);

 

(e)       maintain
the business of the Company as a separate entity from the Purchaser and its Affiliates; and

 

(f)       not
artificially reduce the turnover or profitability of the Company by any act or omission by either the Company, the Purchaser or
any of its Affiliates.

 

6.       Restrictions
on Receipt of Earn-out Payments. Each Earn-out Payment shall be delivered by the Purchaser to
the Sellers’ Representative in accordance with Section 2.2(c) of the Agreement; provided, however, that, in
the event any Seller (a “Non-Qualified Seller”) has resigned from the Company or has committed gross misconduct and
his employment has been terminated by the Company prior to the end of an Earn-out such Non-Qualified Seller shall not be entitled
to receive its pro rata portion of the Earn-out Payment, and, such Earn-out Payment shall paid to the other Sellers in proportion
to their entitlement to the remainder of the Earn-out Payments.

 

 

 

 

 

 

 

Exhibit 99.1

 

   

 

DPW Holdings
to Expand Its Gresham Worldwide Global Defense Business with Agreement to Acquire Relec Electronics Ltd in the UK

 

The Acquisition Is Expected to Be Immediately
Accretive; Relec Recorded Revenue of Approximately $7 Million for Its Fiscal Year Ended February 29, 2020

 

Newport Beach, CA, November 10, 2020 —
DPW Holdings, Inc. (NYSE American: DPW) a diversified holding company (“DPW,” or the “Company”)
announced that its global defense business, Gresham Worldwide, Inc. (“Gresham Worldwide”), has agreed to acquire
Relec Electronics Ltd. (“Relec”), based in England. The transaction is structured as a stock purchase under
which Gresham Worldwide has agreed to pay approximately $3,930,000 in cash at closing with additional contingent cash payments
up to approximately $655,000 based on Relec’s future financial performance. Closing of the transaction is expected to occur
on November 20, 2020.

 

Relec, established in 1978, is an English
supplier of power conversion and display technology products in the industrial, rail transportation and emerging electronic markets.
Gresham Worldwide’s English subsidiary, Gresham Power Electronics, has been designing and manufacturing highly reliable power
electronics for naval and industrial markets for more than fifty years. The acquisition of Relec will enhance Gresham Worldwide’s
presence in the U.K. and Europe and considerably broaden its product portfolio, including high-quality power conversion and display
product offerings. This strategic business combination will provide Relec opportunities to offer value-added services to its blue-chip
customer base, while enabling Gresham Power Electronics to expand into rail and other industrial markets.

 

The acquisition is expected to be immediately
accretive and includes approximately $1.2 million of net tangible assets. Relec recorded revenue of approximately $7 million and,
excluding one-time discretionary items, adjusted pretax income of approximately $1.1 million for its fiscal year ended February
29, 2020. Like many other companies across the globe, the COVID-19 pandemic has put downward pressure on Relec’s financial
results since March 2020, which resulted in an approximate 20% decrease in revenue for the six months ended August 31, 2020. However,
based upon a strong backlog of orders and Relec’s exceptional customer relationships, the Company believes the recent decrease
in revenue will be short-lived and that, beginning in 2021, Relec will be well positioned for solid, long-term financial performance.

 

Gresham Power Electronics and Relec will
continue to operate as stand-alone businesses, though they will establish a joint management committee. The Stock Purchase Agreement
contemplates that Peter Lappin, Managing Director and the Relec management team will remain as employees of Relec at least throughout
the earnout period. Bringing Relec into Gresham Worldwide creates significant synergies that include:

 

· Providing access to top-flight power product lines to support a wide range of customer requirements
from 1W to around 100kW;
· Enhancing capabilities to deliver value-added solutions based on tailoring state-of-the-art power
and display technology to the needs of Relec and Gresham customers alike;
· Expanding market opportunities for Relec’s current supply chain partners;
· Increasing technical and sales resources which will benefit both customers and suppliers of Relec;
· Cross selling opportunities to expand the reach of both Relec and Gresham Power into new market
sectors; and
· Strengthening management and optimizing facility use across the two UK-based companies.

 

 

   

 

This transaction has generated tremendous
excitement in the management teams of both Gresham and Relec about the prospect of working together to grow both businesses.

 

Jonathan Read, Gresham Worldwide’s
CEO, stated, “This combination provides a great opportunity for Relec and Gresham Worldwide to benefit from the strengths
of each organization. We are thrilled that Peter Lappin and the Relec team will bring to Gresham Worldwide the technical expertise,
customer focus, quality products and commitment to outstanding service that enabled them build such a successful business.”

 

Karen Jay, Managing Director of Gresham
Power Electronics, adds, “We spearheaded the Relec acquisition with a view to gaining access to additional resources and
products to increase the range of offerings and service levels that Gresham Worldwide could provide to its customers. This deal
significantly increases our footprint in the U.K. and Europe and gives both companies more scale, technical capabilities and offerings
to move to the next level in defense, marine, rail, medical and industrial vertical markets in the UK and Europe.”

 

“This acquisition aligns perfectly
with DPW’s stated goals for strategic growth of the Gresham Worldwide business. The Relec acquisition will be immediately
accretive with clear synergies and a strong management team. We look forward capitalizing on these synergies and growing our global
defense and technology business,” said Milton “Todd” Ault, III, the Company’s CEO and Chairman.

 

For more information on DPW and its subsidiaries,
the Company recommends that stockholders, investors and any other interested parties read the Company’s public filings and
press releases available under the Investor Relations section at www.DPWHoldings.com or available at www.sec.gov.

 

About
DPW Holdings, Inc.

 

DPW Holdings, Inc. is a diversified holding
company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly
and majority-owned subsidiaries and strategic investments, the Company provides mission-critical products that support a diverse
range of industries, including defense/aerospace, industrial, telecommunications, medical, and textiles. In addition, the Company
extends credit to select entrepreneurial businesses through a licensed lending subsidiary. DPW’s headquarters are located
at 201 Shipyard Way, Suite E, Newport Beach, CA 92663; www.DPWHoldings.com.

 

About
Gresham Worldwide

 

Gresham Worldwide, Inc., formerly known
as DPW Technology Group, is a provider of high-quality, ultra-reliable bespoke technology solutions for mission-critical applications
in the defense, medical and telecommunications verticals. The three component companies under the leadership of CEO, Jonathan Read,
are Microphase Corporation, Enertec Systems 2001 Ltd. and Gresham Power Electronics Ltd. Each has decades of experience serving
global defense markets. Gresham Worldwide operates with a global footprint with headquarters in Phoenix, Arizona, an office in
Washington D.C. and design and operations centers in Shelton, Connecticut, Salisbury, U.K., Wareham, U.K. and Karmiel, Israel.

 

About
Relec

 

Relec Electronics Ltd was established in
1978 with the aim of providing specialist power conversion and display products to support professionals in the electronics industry.
Relec’s aerospace background means it consistently and meticulously delivers high performance and robust power and display
solutions. Relec exerts its utmost effort to customize a product or a feature to achieve optimum performance and service delivery.
Relec continues to be guided by this philosophy and currently operates in specific fields, specializing in AC-DC Power Supplies,
DC-DC Converters, Displays and EMC Filters.

 

 

   

 

Forward-Looking
Statements

 

This press release contains “forward
looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are
predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,”
“plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,”
“strategy,” “future,” “opportunity,” “may,” “will,” “should,”
“could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking
statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties.
Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them
publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking
statement as a result of various factors. More information, including potential risk factors, that could affect the Company’s
business and financial results are included in the Company’s filings with the U.S. Securities and Exchange Commission, including,
but not limited to, the Company’s Forms 10-K, 10-Q and 8-K. All filings are available at www.sec.gov and on the Company’s
website at www.DPWHoldings.com.

 

Contacts:

IR@DPWHoldings.com
or 1-888-753-2235

 

 

 

 



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