Common use of REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. AND THE VISTA BLOCKERS 45 6.1 Due Organization and Good Standing 45 6.2 Authorization of Transactions 45 6.3 Absence of Conflicts 45 6.4 Litigation 45 6.5 Brokerage 45 6.6 Ownership 45 6.7 Vista Blockers 45 6.8 Investment Representation 45 6.9 Restricted Securities 45 6.10 Resale of Shares 45 6.11 Disclaimer 45 ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB 49 7.1 Organization and Power 49 7.2 Authorization 49 7.3 Absence of Conflicts 49 7.4 Litigation; Proceedings 49 7.5 Brokerage 49 7.6 Availability of Funds 49 7.7 Due Diligence Review 49 7.8 Restricted Securities 49 7.9 Capitalization of Purchaser and Merger Sub 49 7.10 Purchaser Shares 49 7.11 Purchaser SEC and NYSE Compliance 49 7.12 No Purchaser Material Adverse Effect 49 7.13 No Shareholder Approval 49 7.14 Registration Statement 49 7.15 Subsidiaries 49 7.16 Financial Statements 49 7.17 No Undisclosed Liabilities 49 7.18 Purchaser Material Contracts 49 7.19 Governmental Licenses and Permits 49 7.20 Compliance with Laws; Trade Control Laws 49 7.21 Affiliate Transactions 49 7.22 Taxes 49 7.23 No Reliance 49 7.24 Disclaimer 49 ARTICLE 8 TERMINATION 56 8.1 Termination 56 8.2 Effect of Termination 56 ARTICLE 9 ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING 57 9.1 Non-Survival of Representations, Warranties, Covenants and Agreements 57 9.2 Mutual Assistance 57 9.3 Press Release and Announcements; Confidentiality 57 9.4 Expenses 57 9.5 Further Assurances 57 9.6 Transfer Taxes; Recording Charges 57 9.7 Directors and Officers Indemnification and Insurance 57 9.8 Tax Matters 57 9.9 Disputes; Arbitration Procedure 57 9.10 Sellers' Representative 57 9.11 Disclosure Schedules 57 9.12 Non-Solicit 57 9.13 Seller Guaranties 57 9.14 NYSE Listing 57 9.15 Registration of Purchaser Common Stock 57 9.16 Certificate Legend Removal 57 9.17 Lockup 57 9.18 Company Unitholder Approval 57 9.19 Change of Method 57 ARTICLE 10 MISCELLANEOUS 70 10.1 Amendment and Waiver 70 10.2 Notices 70 10.3 Assignment 70 10.4 Severability 70 10.5 No Strict Construction 70 10.6 Captions 70 10.7 No Third-Party Beneficiaries 70 10.8 Complete Agreement 70 10.9 Counterparts 70 10.10 Governing Law and Jurisdiction 70 10.11 Waiver of Jury Trial 70 10.12 Specific Performance 70 10.13 Attorney-Client Privilege and Conflict Waiver 70 LIST OF EXHIBITS AND SCHEDULES Exhibits Exhibit A Reorganization Deck Exhibit B Form of Contribution Agreement Exhibit C Distribution Waterfall Exhibit D Form of Stockholders Agreement Exhibit E Form of LLC FIRPTA Exhibit F Form of Non-USRPHC Certificate Exhibit G Form of Letter of Transmittal Schedules Referenced in: Distribution Waterfall Schedule Section 1.1 Governmental Licenses Schedule Sections 1.1 and 5.12 Permitted Liens Schedule Section 1.1 Equity Interests Schedule Sections 2.1, 5.3(a) and 6.6 Repaid Indebtedness Schedule Section 2.4 Key Employees Schedule Sections 4.1(b) and 4.6 Negative Covenants Schedule Section 4.2 Entity Organization Schedule Section 5.1 Subsidiaries Schedule Section 5.3(b) Material Restrictions Schedule Section 5.4 Contracts Schedule Sections 4.2(a)(ix), 5.10(a), 5.10(b), and 5.19 Financial Statements Schedule Section 5.5 Developments Schedule Section 5.7 Leased Real Property Schedule Sections 5.8(b) Proprietary Rights Schedule Sections 5.11(a), 5.11(c) and 5.11(f) Litigation Schedule Section 5.13 Compliance Schedule Section 5.14(a) Trade Control Laws Schedule Section 5.14(b) Employees Schedule Section 5.15 Employee Benefits Schedule Sections 5.16(a) and 5.16(c) Taxes Schedule Sections 5.17 and 5.17(n) Brokerage Schedule Section 5.18 Affiliate Transactions Schedule Section 5.19 Insurance Schedule Section 5.20 Environmental Matters Schedule Section 5.21 Vista Blockers Capitalization Schedule Section 6.7 Purchaser and Merger Sub Material Restrictions Schedule Section 7.3 Purchaser Litigation Schedule Section 7.4 Purchaser and Merger Sub Brokerage Schedule Section 7.5 Purchaser Subsidiaries Schedule Section 7.15 Purchaser Financial Statements Schedule Section 7.16 Purchaser Compliance Schedule Section 7.20(a) Purchaser Trade Control Laws Schedule Section 7.20(b) STOCK PURCHASE AND MERGER AGREEMENT This STOCK PURCHASE AND MERGER AGREEMENT (this “Agreement”) is made and entered into as of August 2, 2017, by and among Athlaction Topco, LLC a Delaware limited liability company (the “Company”), Global Payments Inc., a Georgia corporation (“Purchaser”), Athens Merger Sub, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Purchaser (“Merger Sub”), each of the Vista Blocker Sellers, Vista Equity Partners Management, LLC, solely in its capacity as the representative of the Sellers appointed pursuant to Section 9.10 (the “Sellers’ Representative”), and, solely for purposes of Section 2.3(b)(ii)(A), Section 2.3(b)(iv), Section 2.3(b)(vii), Section 2.3(b)(viii), Section 2.6(d)(i), Article 6 (other than Section 6.7), Section 9.3, Section 9.12 and Section 9.17, the Vista AIVs and the Vista GPs. Capitalized terms used in this Agreement without definition shall have the respective meanings given to such terms in Article 1 hereof.

REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. 4.1 Organization of Certain Sellers 9 i STG_331658.1 4.2 Authorization of Transaction 4.3 Noncontravention 4.4 No Brokers 4.5 No Other Agreements to Sell the Dourave Shares 4.6 Investment. 4.7 Legal and Tax Advice 4.8 Dourave Shares ARTICLE V. REPRESENTATIONS AND THE VISTA BLOCKERS 45 6.1 WARRANTIES REGARDING DOURAVE 5.1 Due Organization 5.2 Books and Good Standing 45 6.2 Records 5.3 Capitalization of Dourave 13 5.4 Subsidiaries 5.5 Authorization 13 5.6 Non-Contravention 5.7 Consents and Approvals 5.8 Financial Statements. 5.9 No Undisclosed Liabilities 5.10 No Changes 5.11 Leases, Premises 5.12 Leases, Premises 17 5.13 Contracts and Commitments 5.14 Litigation, Proceedings and Applicable Law 5.15 Compliance with Law; Permits. 5.16 Insurance 5.17 Employee Benefit Plans 20 5.18 Labor Matters 5.19 Tax Matters. 5.20 Environmental Matters. 5.21 No Brokers 5.22 Powers of Attorney; Bank Accounts 5.23 Transactions 45 6.3 Absence with Related Parties 25 5.24 Disclosure 5.25 Accuracy of Conflicts 45 6.4 Litigation 45 6.5 Brokerage 45 6.6 Ownership 45 6.7 Vista Blockers 45 6.8 Investment Representation 45 6.9 Restricted Securities 45 6.10 Resale of Shares 45 6.11 Disclaimer 45 Information 26 ARTICLE 7 VI. REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB 49 7.1 BUYER 6.1 Due Organization and Power 49 7.2 6.2 Authorization 49 7.3 Absence of Conflicts 49 7.4 Litigation; Proceedings 49 7.5 Brokerage 49 7.6 Availability of Funds 49 7.7 Due Diligence Review 49 7.8 Restricted Securities 49 7.9 Capitalization of Purchaser and Merger Sub 49 7.10 Purchaser Shares 49 7.11 Purchaser SEC and NYSE Compliance 49 7.12 No Purchaser Material Adverse Effect 49 7.13 No Shareholder Approval 49 7.14 Registration Statement 49 7.15 Subsidiaries 49 7.16 Financial Statements 49 7.17 No Undisclosed Liabilities 49 7.18 Purchaser Material Contracts 49 7.19 Governmental Licenses and Permits 49 7.20 Compliance with Laws; Trade Control Laws 49 7.21 Affiliate Transactions 49 7.22 Taxes 49 7.23 No Reliance 49 7.24 Disclaimer 49 ARTICLE 8 TERMINATION 56 8.1 Termination 56 8.2 Effect of Termination 56 ARTICLE 9 ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING 57 9.1 6.3 Non-Survival Contravention 6.4 Consents and Approvals 6.5 Investment Company 6.6 SEC Documents. 6.7 No Brokers 6.8 Buyer Shares 6.9 Disclosure 6.10 Accuracy of Representations, Warranties, Covenants and Agreements 57 9.2 Mutual Assistance 57 9.3 Press Release and Announcements; Confidentiality 57 9.4 Expenses 57 9.5 Further Assurances 57 9.6 Transfer Taxes; Recording Charges 57 9.7 Directors and Officers Indemnification and Insurance 57 9.8 Tax Matters 57 9.9 Disputes; Arbitration Procedure 57 9.10 Sellers' Representative 57 9.11 Disclosure Schedules 57 9.12 Non-Solicit 57 9.13 Seller Guaranties 57 9.14 NYSE Listing 57 9.15 Registration of Purchaser Common Stock 57 9.16 Certificate Legend Removal 57 9.17 Lockup 57 9.18 Company Unitholder Approval 57 9.19 Change of Method 57 ARTICLE 10 MISCELLANEOUS 70 10.1 Amendment and Waiver 70 10.2 Notices 70 10.3 Assignment 70 10.4 Severability 70 10.5 No Strict Construction 70 10.6 Captions 70 10.7 No Third-Party Beneficiaries 70 10.8 Complete Agreement 70 10.9 Counterparts 70 10.10 Governing Law and Jurisdiction 70 10.11 Waiver of Jury Trial 70 10.12 Specific Performance 70 10.13 Attorney-Client Privilege and Conflict Waiver 70 LIST OF EXHIBITS AND SCHEDULES Exhibits Exhibit A Reorganization Deck Exhibit B Form of Contribution Agreement Exhibit C Distribution Waterfall Exhibit D Form of Stockholders Agreement Exhibit E Form of LLC FIRPTA Exhibit F Form of Non-USRPHC Certificate Exhibit G Form of Letter of Transmittal Schedules Referenced in: Distribution Waterfall Schedule Section 1.1 Governmental Licenses Schedule Sections 1.1 and 5.12 Permitted Liens Schedule Section 1.1 Equity Interests Schedule Sections 2.1, 5.3(a) and 6.6 Repaid Indebtedness Schedule Section 2.4 Key Employees Schedule Sections 4.1(b) and 4.6 Negative Covenants Schedule Section 4.2 Entity Organization Schedule Section 5.1 Subsidiaries Schedule Section 5.3(b) Material Restrictions Schedule Section 5.4 Contracts Schedule Sections 4.2(a)(ix), 5.10(a), 5.10(b), and 5.19 Financial Statements Schedule Section 5.5 Developments Schedule Section 5.7 Leased Real Property Schedule Sections 5.8(b) Proprietary Rights Schedule Sections 5.11(a), 5.11(c) and 5.11(f) Litigation Schedule Section 5.13 Compliance Schedule Section 5.14(a) Trade Control Laws Schedule Section 5.14(b) Employees Schedule Section 5.15 Employee Benefits Schedule Sections 5.16(a) and 5.16(c) Taxes Schedule Sections 5.17 and 5.17(n) Brokerage Schedule Section 5.18 Affiliate Transactions Schedule Section 5.19 Insurance Schedule Section 5.20 Environmental Matters Schedule Section 5.21 Vista Blockers Capitalization Schedule Section 6.7 Purchaser and Merger Sub Material Restrictions Schedule Section 7.3 Purchaser Litigation Schedule Section 7.4 Purchaser and Merger Sub Brokerage Schedule Section 7.5 Purchaser Subsidiaries Schedule Section 7.15 Purchaser Financial Statements Schedule Section 7.16 Purchaser Compliance Schedule Section 7.20(a) Purchaser Trade Control Laws Schedule Section 7.20(b) STOCK PURCHASE AND MERGER AGREEMENT This STOCK PURCHASE AND MERGER AGREEMENT (this “Agreement”) is made and entered into as of August 2, 2017, by and among Athlaction Topco, LLC a Delaware limited liability company (the “Company”), Global Payments Inc., a Georgia corporation (“Purchaser”), Athens Merger Sub, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Purchaser (“Merger Sub”), each of the Vista Blocker Sellers, Vista Equity Partners Management, LLC, solely in its capacity as the representative of the Sellers appointed pursuant to Section 9.10 (the “Sellers’ Representative”), and, solely for purposes of Section 2.3(b)(ii)(A), Section 2.3(b)(iv), Section 2.3(b)(vii), Section 2.3(b)(viii), Section 2.6(d)(i), Article 6 (other than Section 6.7), Section 9.3, Section 9.12 and Section 9.17, the Vista AIVs and the Vista GPs. Capitalized terms used in this Agreement without definition shall have the respective meanings given to such terms in Article 1 hereof.Information 28 STG_331658.1

REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. AND THE VISTA BLOCKERS 45 6.1 Due Organization 18 3.1 Organization, Qualification and Good Standing 45 6.2 Authorization of Transactions 45 6.3 Corporate Power 18 3.2 Capitalization 18 3.3 Authority 18 3.4 No Conflicts 19 3.5 Financial Statements 19 3.6 Absence of Conflicts 45 6.4 Certain Changes 20 3.7 No Undisclosed Liabilities 21 3.8 Title to and Sufficiency of Assets 21 3.9 Tangible Personal Property; Condition of Purchased Assets 21 3.10 Accounts Receivable 21 3.11 Inventory 21 3.12 Real Property 22 3.13 Contracts 22 3.14 Intellectual Property 23 3.15 Tax 24 3.16 Legal Compliance 24 3.17 Litigation 45 6.5 Brokerage 45 6.6 Ownership 45 6.7 Vista Blockers 45 6.8 Investment Representation 45 6.9 Restricted 25 3.18 Product and Service Warranties 25 3.19 Environmental 25 3.20 Employees 26 3.21 Employee Benefits 26 3.22 Customers and Suppliers 27 3.23 Transactions with Related Persons 27 3.24 Insurance 28 3.25 Solvency 28 3.26 No Brokers’ Fees 28 3.27 Securities 45 6.10 Resale of Shares 45 6.11 Disclaimer 45 Law 28 3.28 Disclosure 29 ARTICLE 7 IV REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB 49 7.1 REGARDING THE PRIMO PARTIES 29 4.1 Organization and Power 49 7.2 Authorization 49 7.3 Absence of 29 4.2 Capitalization 29 i Page 4.3 Authority 30 4.4 No Conflicts 49 7.4 Litigation; Proceedings 49 7.5 Brokerage 49 7.6 Availability of Funds 49 7.7 Due Diligence Review 49 7.8 Restricted Securities 49 7.9 Capitalization of Purchaser and Merger Sub 49 7.10 Purchaser Shares 49 7.11 Purchaser SEC and NYSE Compliance 49 7.12 No Purchaser Material Adverse Effect 49 7.13 No Shareholder Approval 49 7.14 Registration Statement 49 7.15 Subsidiaries 49 7.16 30 4.5 Financial Statements 49 7.17 Statements. 30 4.6 No Undisclosed Liabilities 49 7.18 Purchaser Material Contracts 49 7.19 Governmental Licenses 31 4.7 Intellectual Property 31 4.8 Taxation 31 4.9 Legal Compliance 32 4.10 Litigation 32 4.11 Environmental 32 4.12 Employees 33 4.13 No Brokers’ Fees 33 4.14 Form S-1 33 ARTICLE V PRE-CLOSING COVENANTS 33 5.1 Efforts to Satisfy Conditions 33 5.2 Approvals. 34 5.3 Operation of Business 34 5.4 Full Access 35 5.5 Notice of Developments 36 5.6 Exclusivity 36 5.7 Confidentiality, Press Releases and Permits 49 7.20 Compliance with Laws; Trade Control Laws 49 7.21 Affiliate Transactions 49 7.22 Taxes 49 7.23 No Reliance 49 7.24 Disclaimer 49 Public Announcements 36 5.8 Personal Information 37 5.9 Form S-1 37 5.10 Representations and Warranties 37 5.11 IPO Milestones 37 5.12 Delivery of Final Financial Statements 38 ARTICLE 8 VI CLOSING CONDITIONS 38 6.1 Conditions to the Primo Parties’ Obligations 39 6.2 Conditions to the Sellers’ Obligations 40 ARTICLE VII TERMINATION 56 8.1 41 7.1 Termination 56 8.2 Events 41 7.2 Effect of Termination 56 ARTICLE 9 ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING 57 9.1 Non-Survival of Representations, Warranties, Covenants and Agreements 57 9.2 Mutual Assistance 57 9.3 Press Release and Announcements; Confidentiality 57 9.4 Expenses 57 9.5 Further Assurances 57 9.6 Transfer Taxes; Recording Charges 57 9.7 Directors and Officers Indemnification and Insurance 57 9.8 Tax Matters 57 9.9 Disputes; Arbitration Procedure 57 9.10 Sellers' Representative 57 9.11 Disclosure Schedules 57 9.12 Non-Solicit 57 9.13 Seller Guaranties 57 9.14 NYSE Listing 57 9.15 Registration of Purchaser Common Stock 57 9.16 Certificate Legend Removal 57 9.17 Lockup 57 9.18 Company Unitholder Approval 57 9.19 Change of Method 57 ARTICLE 10 MISCELLANEOUS 70 10.1 Amendment and Waiver 70 10.2 Notices 70 10.3 Assignment 70 10.4 Severability 70 10.5 No Strict Construction 70 10.6 Captions 70 10.7 No Third-Party Beneficiaries 70 10.8 Complete Agreement 70 10.9 Counterparts 70 10.10 Governing Law and Jurisdiction 70 10.11 Waiver of Jury Trial 70 10.12 Specific Performance 70 10.13 Attorney-Client Privilege and Conflict Waiver 70 LIST OF EXHIBITS AND SCHEDULES Exhibits Exhibit A Reorganization Deck Exhibit B Form of Contribution Agreement Exhibit C Distribution Waterfall Exhibit D Form of Stockholders Agreement Exhibit E Form of LLC FIRPTA Exhibit F Form of Non-USRPHC Certificate Exhibit G Form of Letter of Transmittal Schedules Referenced in: Distribution Waterfall Schedule Section 1.1 Governmental Licenses Schedule Sections 1.1 and 5.12 Permitted Liens Schedule Section 1.1 Equity Interests Schedule Sections 2.1, 5.3(a) and 6.6 Repaid Indebtedness Schedule Section 2.4 Key Employees Schedule Sections 4.1(b) and 4.6 Negative Covenants Schedule Section 4.2 Entity Organization Schedule Section 5.1 Subsidiaries Schedule Section 5.3(b) Material Restrictions Schedule Section 5.4 Contracts Schedule Sections 4.2(a)(ix), 5.10(a), 5.10(b), and 5.19 Financial Statements Schedule Section 5.5 Developments Schedule Section 5.7 Leased Real Property Schedule Sections 5.8(b) Proprietary Rights Schedule Sections 5.11(a), 5.11(c) and 5.11(f) Litigation Schedule Section 5.13 Compliance Schedule Section 5.14(a) Trade Control Laws Schedule Section 5.14(b) Employees Schedule Section 5.15 Employee Benefits Schedule Sections 5.16(a) and 5.16(c) Taxes Schedule Sections 5.17 and 5.17(n) Brokerage Schedule Section 5.18 Affiliate Transactions Schedule Section 5.19 Insurance Schedule Section 5.20 Environmental Matters Schedule Section 5.21 Vista Blockers Capitalization Schedule Section 6.7 Purchaser and Merger Sub Material Restrictions Schedule Section 7.3 Purchaser Litigation Schedule Section 7.4 Purchaser and Merger Sub Brokerage Schedule Section 7.5 Purchaser Subsidiaries Schedule Section 7.15 Purchaser Financial Statements Schedule Section 7.16 Purchaser Compliance Schedule Section 7.20(a) Purchaser Trade Control Laws Schedule Section 7.20(b) STOCK PURCHASE AND MERGER AGREEMENT This STOCK PURCHASE AND MERGER AGREEMENT (this “Agreement”) is made and entered into as of August 2, 2017, by and among Athlaction Topco, LLC a Delaware limited liability company (the “Company”), Global Payments Inc., a Georgia corporation (“Purchaser”), Athens Merger Sub, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Purchaser (“Merger Sub”), each of the Vista Blocker Sellers, Vista Equity Partners Management, LLC, solely in its capacity as the representative of the Sellers appointed pursuant to Section 9.10 (the “Sellers’ Representative”), and, solely for purposes of Section 2.3(b)(ii)(A), Section 2.3(b)(iv), Section 2.3(b)(vii), Section 2.3(b)(viii), Section 2.6(d)(i), Article 6 (other than Section 6.7), Section 9.3, Section 9.12 and Section 9.17, the Vista AIVs and the Vista GPs. Capitalized terms used in this Agreement without definition shall have the respective meanings given to such terms in Article 1 hereof.42

REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. 4.1 Organization of Certain Sellers 9 i STG_319977.13 4.2 Authorization of Transaction 4.3 Noncontravention 4.4 No Brokers 4.5 No Other Agreements to Sell the Dourave Shares 4.6 Investment. 4.7 Legal and Tax Advice 4.8 Dourave Shares ARTICLE V. REPRESENTATIONS AND THE VISTA BLOCKERS 45 6.1 WARRANTIES REGARDING DOURAVE 5.1 Due Organization 5.2 Books and Good Standing 45 6.2 Authorization Records 5.3 Capitalization of Dourave 5.4 Subsidiaries 5.5 Consents and Approvals 13 5.6 Financial Statements. 5.7 No Undisclosed Liabilities 5.8 No Changes 5.9 Leases, Premises 5.10 Leases, Premises 5.11 Contracts and Commitments 5.12 Litigation, Proceedings and Applicable Law 5.13 Compliance with Law; Permits. 5.14 Insurance 5.15 Employee Benefit Plans 5.16 Labor Matters 5.17 Tax Matters. 5.18 Environmental Matters. 5.19 No Brokers 5.20 Powers of Attorney; Bank Accounts 5.21 Transactions 45 6.3 Absence with Related Parties 24 5.22 Disclosure 5.23 Accuracy of Conflicts 45 6.4 Litigation 45 6.5 Brokerage 45 6.6 Ownership 45 6.7 Vista Blockers 45 6.8 Investment Representation 45 6.9 Restricted Securities 45 6.10 Resale of Shares 45 6.11 Disclaimer 45 Information 25 ARTICLE 7 VI. REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB 49 7.1 BUYER 6.1 Due Organization and Power 49 7.2 6.2 Authorization 49 7.3 Absence of Conflicts 49 7.4 Litigation; Proceedings 49 7.5 Brokerage 49 7.6 Availability of Funds 49 7.7 Due Diligence Review 49 7.8 Restricted Securities 49 7.9 Capitalization of Purchaser and Merger Sub 49 7.10 Purchaser Shares 49 7.11 Purchaser SEC and NYSE Compliance 49 7.12 No Purchaser Material Adverse Effect 49 7.13 No Shareholder Approval 49 7.14 Registration Statement 49 7.15 Subsidiaries 49 7.16 Financial Statements 49 7.17 No Undisclosed Liabilities 49 7.18 Purchaser Material Contracts 49 7.19 Governmental Licenses and Permits 49 7.20 Compliance with Laws; Trade Control Laws 49 7.21 Affiliate Transactions 49 7.22 Taxes 49 7.23 No Reliance 49 7.24 Disclaimer 49 ARTICLE 8 TERMINATION 56 8.1 Termination 56 8.2 Effect of Termination 56 ARTICLE 9 ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING 57 9.1 6.3 Non-Contravention 6.4 Consents and Approvals 6.5 Investment Company 6.6 SEC Documents. 6.7 No Brokers 6.8 Buyer Shares 6.9 Disclosure 6.10 Accuracy of Information 27 ARTICLE VII. CONDITIONS TO CLOSING 7.1 Conditions to Sellers’ Obligation to Close STG_319977.13 7.2 Conditions to Buyer’s Obligations to Close ARTICLE VIII. POST-CLOSING COVENANTS 8.1 Litigation Support 8.2 Tax Matters. 8.3 Confidential Information 8.4 Public Statements and Press Releases ARTICLE IX. SURVIVAL; INDEMNIFICATION 9.1 Survival of Representations, Warranties, Covenants and Agreements 57 Etc 33 9.2 Mutual Assistance 57 Indemnification by the Sellers 9.3 Press Release and AnnouncementsLimitations on Indemnification by the Sellers 34 9.4 Indemnification by Buyer 9.5 Limitation on Indemnification by Buyer 34 9.6 Notice; Confidentiality 57 9.4 Expenses 57 9.5 Defense of Claims 9.7 Payment of Damages 35 ARTICLE X. MISCELLANEOUS 36 10.1 Further Assurances 57 9.6 Transfer Taxes36 10.2 Assignment 10.3 Notices 10.4 Entire Agreement; Recording Charges 57 9.7 Directors Amendments and Officers Indemnification Waivers 10.5 Service of Process; Consent to Jurisdiction 10.6 Multiple Counterparts 10.7 Exhibits and Insurance 57 9.8 Tax Matters 57 9.9 Disputes; Arbitration Procedure 57 9.10 Sellers' Representative 57 9.11 Disclosure Schedules 57 9.12 Non-Solicit 57 9.13 Seller Guaranties 57 9.14 NYSE Listing 57 9.15 Registration of Purchaser Common Stock 57 9.16 Certificate Legend Removal 57 9.17 Lockup 57 9.18 Company Unitholder Approval 57 9.19 Change of Method 57 ARTICLE 10 MISCELLANEOUS 70 10.1 Amendment and Waiver 70 10.2 Notices 70 10.3 Assignment 70 10.4 Severability 70 10.5 No Strict Construction 70 10.6 Captions 70 10.7 No Third-Party Beneficiaries 70 37 10.8 Complete Agreement 70 10.9 Counterparts 70 10.10 Governing Law and Jurisdiction 70 37 10.9 Construction 37 10.10 Expenses 38 10.11 Waiver of Jury Trial 70 Invalidity 38 10.12 Cumulative Remedies 38 10.13 Specific Performance 70 10.13 Attorney-Client Privilege and Conflict Waiver 70 LIST OF EXHIBITS AND SCHEDULES Exhibits Exhibit A Reorganization Deck Exhibit B Form of Contribution Agreement Exhibit C Distribution Waterfall Exhibit D Form of Stockholders Agreement Exhibit E Form of LLC FIRPTA Exhibit F Form of Non-USRPHC Certificate Exhibit G Form of Letter of Transmittal Schedules Referenced in: Distribution Waterfall Schedule Section 1.1 Governmental Licenses Schedule Sections 1.1 and 5.12 Permitted Liens Schedule Section 1.1 Equity Interests Schedule Sections 2.1, 5.3(a) and 6.6 Repaid Indebtedness Schedule Section 2.4 Key Employees Schedule Sections 4.1(b) and 4.6 Negative Covenants Schedule Section 4.2 Entity Organization Schedule Section 5.1 Subsidiaries Schedule Section 5.3(b) Material Restrictions Schedule Section 5.4 Contracts Schedule Sections 4.2(a)(ix), 5.10(a), 5.10(b), and 5.19 Financial Statements Schedule Section 5.5 Developments Schedule Section 5.7 Leased Real Property Schedule Sections 5.8(b) Proprietary Rights Schedule Sections 5.11(a), 5.11(c) and 5.11(f) Litigation Schedule Section 5.13 Compliance Schedule Section 5.14(a) Trade Control Laws Schedule Section 5.14(b) Employees Schedule Section 5.15 Employee Benefits Schedule Sections 5.16(a) and 5.16(c) Taxes Schedule Sections 5.17 and 5.17(n) Brokerage Schedule Section 5.18 Affiliate Transactions Schedule Section 5.19 Insurance Schedule Section 5.20 Environmental Matters Schedule Section 5.21 Vista Blockers Capitalization Schedule Section 6.7 Purchaser and Merger Sub Material Restrictions Schedule Section 7.3 Purchaser Litigation Schedule Section 7.4 Purchaser and Merger Sub Brokerage Schedule Section 7.5 Purchaser Subsidiaries Schedule Section 7.15 Purchaser Financial Statements Schedule Section 7.16 Purchaser Compliance Schedule Section 7.20(a) Purchaser Trade Control Laws Schedule Section 7.20(b) STG_319977.13 STOCK PURCHASE AND MERGER AGREEMENT This STOCK PURCHASE AND MERGER AGREEMENT Stock Purchase Agreement (this “Agreement”) is made and entered into as of August 2February 7, 2017, 2011 by and among Athlaction TopcoBullion Monarch Mining, LLC Inc., a Delaware limited liability company Utah corporation (the “CompanyBuyer”), Global Payments and the shareholders of Dourave Mining and Exploration Inc., a Georgia corporation organized and existing under the laws of Canada (“PurchaserDourave”)) identified on the signature page hereto (collectively, Athens Merger Sub, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Purchaser (“Merger Sub”), each of the Vista Blocker Sellers, Vista Equity Partners Management, LLC, solely in its capacity as the representative of the Sellers appointed pursuant to Section 9.10 (the “Sellers’ Representative”), and, solely for purposes of Section 2.3(b)(ii)(A), Section 2.3(b)(iv), Section 2.3(b)(vii), Section 2.3(b)(viii), Section 2.6(d)(i), Article 6 (other than Section 6.7), Section 9.3, Section 9.12 and Section 9.17, the Vista AIVs and the Vista GPs. Capitalized terms used in this Agreement without definition shall have the respective meanings given to such terms in Article 1 hereof.