Exhibit 2.1
STOCK PURCHASE AGREEMENT
by and among
Computer Task Group, Incorporated,
Eleviant Technologies, Inc.
and
the Stockholders of Eleviant Technologies, Inc.
______________
September 29, 2022
Table of Contents
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ARTICLE 1 DEFINITIONS AND CONSTRUCTION 1
Section 1.1 Definitions 1
Section 1.2 Additional Defined Terms 5
Section 1.3 Construction 6
ARTICLE 2 THE TRANSACTION 6
Section 2.1 Purchase and Sale of Shares 6
Section 2.2 Purchase Price 6
Section 2.3 Post-Closing Adjustment 7
Section 2.4 Closing 8
Section 2.5 Closing Deliveries 8
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE SELLERS 9
Section 3.1 Organization and Good Standing 9
Section 3.2 Authority and Enforceability 9
Section 3.3 No Conflict 10
Section 3.4 Capitalization and Ownership 10
Section 3.5 Financial Statements 11
Section 3.6 Books and Records 11
Section 3.7 Accounts Receivable; Bank Accounts 12
Section 3.8 Inventories 12
Section 3.9 No Undisclosed Liabilities 12
Section 3.10 Absence of Certain Changes and Events 12
Section 3.11 Assets 13
Section 3.12 Leased Real Property. 13
Section 3.13 Intellectual Property. 13
Section 3.14 Contracts. 14
Section 3.15 Tax Matters. 15
Section 3.16 Employee Benefit Matters. 16
Section 3.17 Employment Matters. 17
Section 3.18 Environmental, Health and Safety Matters. 17
Section 3.19 Compliance with Laws and Governmental Authorizations. 17
Section 3.20 Legal Proceedings 18
Section 3.21 Customers and Suppliers. 18
Section 3.22 Insurance 18
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Section 3.23 Related Party Transactions 18
Section 3.24 Brokers or Finders. 18
Section 3.25 Disclosure 18
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 19
Section 4.1 Organization and Good Standing 19
Section 4.2 Authority and Enforceability 19
Section 4.3 No Conflict 19
Section 4.4 Legal Proceedings 19
Section 4.5 Investment Intent 19
Section 4.6 Brokers or Finders 19
ARTICLE 5 COVENANTS 20
Section 5.1 Access and Investigation 20
Section 5.2 Operation of the Businesses of the Acquired Companies 20
Section 5.3 Consents and Filings 20
Section 5.4 Notification 21
Section 5.5 Confidentiality 21
Section 5.6 Public Announcements 22
Section 5.7 Further Assurances 22
Section 5.8 Notice of Grant of Stock Option
ARTICLE 6 CONDITIONS PRECEDENT TO OBLIGATION TO CLOSE 22
Section 6.1 Conditions to the Obligation of the Purchaser 22
Section 6.2 Conditions to the Obligation of the Sellers 23
ARTICLE 7 TERMINATION 23
Section 7.1 Termination Events 23
Section 7.2 Effect of Termination 23
ARTICLE 8 CERTAIN TAX MATTERS 24
Section 8.1 Tax Returns 24
Section 8.2 Payment of Taxes 25
Section 8.3 Tax Apportionment 25
Section 8.4 Tax Elections 25
Section 8.5 Transactional Taxes 25
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ARTICLE 9 INDEMNIFICATION 26
Section 9.1 Indemnification by the Sellers 26
Section 9.2 Indemnification by the Purchaser 26
Section 9.3 Claim Procedure 27
Section 9.4 Third Party Claims 27
Section 9.5 Survival. 29
Section 9.6 Limitations on Liability. 29
Section 9.7 No Right of Indemnification or Contribution 29
ARTICLE 10 GENERAL PROVISIONS 30
Section 10.1 Notices 30
Section 10.2 Amendment 30
Section 10.3 Waiver and Remedies 30
Section 10.4 Entire Agreement 31
Section 10.5 Assignment and Successors and No Third Party Rights 31
Section 10.6 Severability 31
Section 10.7 Exhibits and Schedules 31
Section 10.8 Interpretation 31
Section 10.9 Governing Law 31
Section 10.10 Specific Performance 31
Section 10.11 Jurisdiction and Service of Process 32
Section 10.12 Waiver of Jury Trial 32
Section 10.13 Expenses 32
Section 10.14 Counterparts 32
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Schedule 1 - Closing Net Working Capital Example
Schedule A - List of Sellers and Respective Stockholdings
Schedule B - Sellers’ Disclosure Schedule
Schedule C - Current Assets
Schedule D - Current Liabilities
Exhibit A - Seller Releases
Exhibit B - Noncompetition Agreements
Exhibit C - Seller Bring-Down Certificate
Exhibit D - Secretary’s Certificate
Exhibit E - Purchaser Bring-Down Certificate
Exhibit F - Earn-out Agreement
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STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the “Agreement”) is made as of September 29, 2022 (“Effective Date”), by and among Computer Task Group, Incorporated, a New York corporation (the “Purchaser”), Eleviant Technologies, Inc., a Texas corporation, formerly known as Impiger Technologies Inc. (the “Company”), and Jude Ramayya, as representative (“Seller Representative”) on behalf of the stockholders of the Company identified on Schedule A (collectively, the “Sellers”).
WHEREAS, the Sellers own all of the issued and outstanding shares of capital stock of Company; and
WHEREAS, the Sellers desire to sell to the Purchaser, and the Purchaser desires to purchase from the Sellers, all of the issued and outstanding shares of the capital stock of the Company (collectively, the “Shares”) in accordance with the provisions of this Agreement.
NOW, THEREFORE, intending to be legally bound and in consideration of the mutual provisions set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
DEFINITIONS AND CONSTRUCTION
“Acquired Companies” or “Acquired Company” means, collectively or each, the Company and its Subsidiaries.
“Affiliate” means, with respect to a specified Person, a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the specified Person. For purposes of this definition, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
“Ancillary Agreements” means, collectively, the Seller Releases, Earnout Agreement and the Noncompetition Agreements.
“Business Day” means any day other than Saturday, Sunday or any day on which banking institutions in the United States are closed either under applicable Law or action of any Governmental Authority.
“Closing Net Working Capital” means the net working capital of the Company as of 12:01 a.m. (Eastern Time) on the Closing Date (September 29, 2022), based on the principles set forth on Schedule 1; provided, that Closing Net Working Capital shall not include any item that is separately included and accounted for in the definition of Indebtedness. For illustration purposes only, Schedule 1 sets forth the calculation of Closing Net Working Capital of the Company as of the date therein indicated. Any new Current Asset or Current Liability accounts will be included and assigned accordingly. The Net Working Capital Target “the Peg” is calculated as an average of the Trailing Ten Months (T10MMs), starting on October 31, 2021, of Current Assets less Current Liabilities as defined below. An example of how Closing Net Working Capital would operate is set forth on Schedule 1 attached hereto.
“Code” means the Internal Revenue Code of 1986, as amended.
“Company Intellectual Property” means any and all Intellectual Property that is owned or purported to be owned (whether owned or purported to be owned singularly or jointly with a third party or parties), or filed by, assigned to or held in the name of, or exclusively licensed to, any Acquired Company.
“Company Plan” means any “employee benefit plan” (as defined in Section 3(3) of ERISA) for the benefit of any current or former director, officer, employee or consultant of any Acquired Company or ERISA Affiliate, or with respect to which any Acquired Company or ERISA Affiliate has or may have any Liability, including any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), any Pension Plan, any Title IV Plan, any Multiemployer Plan and any other written or oral plan, Contract or arrangement involving direct or indirect compensation or benefits, including insurance coverage, severance or other termination pay or benefits, change in control, retention, performance, holiday pay, vacation pay, fringe benefits, disability benefits, pension, retirement plans, profit sharing, deferred compensation, bonuses, stock options, stock purchase, restricted stock or stock units, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation, maintained or contributed to by any Acquired Company or ERISA Affiliate (or that has been maintained or contributed to in the last six years by any Acquired Company or ERISA Affiliate) for the benefit of any current or former director, officer, employee or consultant of any Acquired Company or ERISA Affiliate, or with respect to which any Acquired Company or ERISA Affiliate has or may have any Liability.
“Company Products” means any and all products (including Software, applications, platforms and websites) and services (including anything as a service, such as Software as a service) developed (including products and services for which development is ongoing), including any components, plugins, libraries and APIs, manufactured, delivered, deployed, made publicly or commercially available, marketed, distributed, provided, serviced, hosted, supported, leased, sold, offered for lease or sale, imported or exported for resale or licensed out by or on behalf of any Acquired Company (either solely or in collaboration with third parties).
“Company Registered IP” means all Registered IP that is part of Company Intellectual Property.
“Company Technology” means all Technology included in the Company Intellectual Property.
“Confidential Information” means any information, in whatever form or medium, concerning the business or affairs of any Acquired Company.
“Consent” means any approval, consent, ratification, waiver or other authorization.
“Contract” means any contract, agreement, lease, license, commitment, warranty, guaranty, mortgage, note, bond, option, warrant, right or other instrument or consensual obligation, whether written or oral.
“Current Assets” shall include the following categories of current assets of the Seller as per the Eleviant Group Balance Sheet: (a) Accounts Receivable, and (b) Other Current Assets, set forth on Schedule C. Current Assets shall not include Cash and Bank.
“Current Liabilities” shall include the following categories of current liabilities as per the Eleviant Group Balance Sheet: (a) Current Liabilities, Accounts Payables, and Other Current Liabilities, as set forth on Schedule D.
“Encumbrance” means any charge, claim, mortgage, servitude, easement, right of way, community or other marital property interest, covenant, equitable interest, license, lease or other possessory interest,
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lien, option, pledge, hypothecation, security interest, preference, priority, right of first refusal, condition, limitation or restriction of any kind or nature whatsoever (whether absolute or contingent).
“ERISA” means the Employee Retirement Income Security Act of 1974.
“ERISA Affiliate” means any other Person that, together with any Acquired Company, would be treated as a single employer under Section 414 of the Code.
“GAAP” means generally accepted accounting principles for financial reporting in the United States, as in effect as of the date of this Agreement, as they relates to only to Purchaser and Section 2.3
“Governing Document” means any charter, articles, bylaws, certificate or similar document adopted, filed or registered in connection with the creation, formation, organization or governance of any entity.
“Governmental Authority” means any (a) nation, region, state, county, city, town, village, district or other jurisdiction, (b) federal, state, local, municipal, foreign or other government, (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department or other entity and any court or other tribunal), (d) multinational organization or (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.
“Governmental Authorization” means any Consent, license, franchise, permit, exemption, clearance or registration issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law.
“Indebtedness” means, with respect to any Person, (a) all indebtedness of such Person, whether or not contingent, for borrowed money, (b) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments or debt securities and warrants or other rights to acquire any such instruments or securities and (c) all Indebtedness of others referred to in clauses (a) and (b) hereof that is directly or indirectly guaranteed in any manner by such Person or that such Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss.
“Infringement,” “Infringe,” or “Infringing” means that (or an assertion that) a given item or activity directly or indirectly infringes, misappropriates, dilutes, or constitutes unauthorized use of, or otherwise violates the Intellectual Property of, or unfairly competes with, any Person, or otherwise constitutes unfair trade practices or false advertising, as applicable to the underlying Intellectual Property.
“Intellectual Property” means any and all Intellectual Property Rights and Technology.
“Intellectual Property Rights” means all intellectual property, industrial property, and proprietary rights worldwide, whether registered or unregistered, including rights in and to (a) patents and utility models (“Patents”) and inventions and invention disclosures (whether or not patentable), (b) copyrights, Moral Rights and mask work rights, (c) trade secrets, Know-How, proprietary information (such as processes, formulae, models and methodologies), business or financial information, technical or engineering information, drawings, schematics, tooling maintenance information, assembly instructions, and other non-public or confidential information (“Trade Secrets”), (d) trademarks, trade names, logos, service marks, trade dress, emblems, certification marks, collective marks, signs, insignia, slogans, corporate names, DBAs, other similar designations of source or origin and general intangibles of like nature, together with all of the goodwill symbolized by or associated with any of the foregoing (“Trademarks”), (e) domain names, IP addresses, and web addresses, (f) designs, (g) rights of publicity and privacy and other rights to
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use the names, likeness, image, photograph, voice, identity and personal information of individuals, (h) any registrations or applications for registration for any of the foregoing, and any provisionals, divisionals, continuations, continuations-in-part, renewals, reissuances, re-examinations and extensions of any of the foregoing (as applicable), each of which shall be deemed to be included in Patents, Trademarks or the foregoing clauses (b), (f) or (g), as applicable, (i) analogous rights to those set forth above, and (j) rights to sue for past, present, and future Infringement of the rights set forth above.
“IRS” means the Internal Revenue Service and, to the extent relevant, the Department of Treasury.
“Judgment” means any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority or arbitrator.
“Knowledge” means the actual knowledge of Jude Ramayya.
“Law” means any federal, state, local, municipal, foreign, international, multinational, or other constitution, law, statute, treaty, rule, regulation, ordinance, code, binding case law or principle of common law.
“Liability” includes liabilities, debts or other obligations of any nature, known, absolute, accrued, contingent, liquidated, unliquidated or otherwise, due or to become due or otherwise.
“Loss” means any loss, Proceeding, Judgment, damage, fine, penalty, expense (including reasonable attorneys’ or other professional fees and expenses and court costs), injury, diminution of value, claim, demand, Liability, Tax, Encumbrance or other cost, expense or adverse effect whatsoever, whether or not involving the claim of another Person.
“Material Adverse Effect” means to Seller’s Knowledge, any event, change, circumstance, effect or other matter that has, either individually or in the aggregate with all other events, changes, circumstances, effects or other matters, with notice, lapse of time or both, a material adverse effect on (a) the business, assets, Liabilities, properties, condition (financial or otherwise), operating results, operations or prospects of the Company or (b) the ability of the Company or any Seller, if applicable, to perform its obligations under this Agreement or to consummate timely the transactions contemplated by this Agreement.
“Occupational Safety and Health Law” means any Law designed to provide safe and healthful working conditions and to reduce occupational safety and health hazards.
“Open Source Software” means any Software that is licensed, distributed or conveyed as “open source software”, “free software”, “copyleft” or under a similar licensing or distribution model, or under a Contract that requires as a condition of its use, modification or distribution that it, or other Software that is derived from or linked to such Software or into which such Software is incorporated or integrated or with which such Software is combined or distributed, be disclosed or distributed in source code form, delivered at no charge or be licensed, distributed or conveyed under the same terms as such Contract (including Software licensed under the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), BSD licenses, Microsoft Shared Source License, Common Public License, Artistic License, Netscape Public License, Sun Community Source License (SCSL), Sun Industry Standards License (SISL), Apache License and any license listed at www.opensource.org).
“Permitted Encumbrances” means (a) statutory liens of carriers, warehousemen, mechanics, materialmen and other similar Persons incurred in the ordinary course of business for sums not yet due and payable and that do not impair the conduct of any Acquired Company’s business or the present or proposed use of the affected property or asset, and (b) statutory liens for current real or personal property Taxes not yet due and payable and for which adequate reserves have been recorded in line items on the Balance Sheet,
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and (c) Encumbrances that are immaterial in character, amount and extent and which do not detract from the value of, or interfere with the present or proposed use of, the properties or assets they affect.
“Person” means an individual or an entity, including a corporation, limited liability company, partnership, trust, unincorporated organization, association or other business or investment entity, or any Governmental Authority.
“Proceeding” means any action, arbitration, audit, examination, investigation, hearing, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, and whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority or arbitrator.
“Registered IP” means Intellectual Property Rights that have been registered, issued, filed, certified or otherwise perfected or recorded with or by any Governmental Authority or quasi-public legal authority (including domain name registrars), or any applications for any of the foregoing.
“Sellers’ Knowledge” means Knowledge.
“Seller Representative” means Jude Ramayya.
“Social Media Accounts” means any and all accounts, profiles, pages, feeds, registrations and other presences on or in connection with any (a) social media or social networking website or online service, (b) blog or microblog, (c) mobile application, (d) photo, video or other content-sharing website, (e) virtual game world or virtual social world, (f) rating and review website, (g) wiki or similar collaborative content website or (h) message board, bulletin board, or similar forum.
“Software” means software, firmware and computer programs and applications (including source code, executable or object code, architecture, algorithms, data files, computerized databases, plugins, libraries, subroutines, tools and APIs) and all related specifications and documentation.
“Subsidiary” means, with respect to a specified Person, any corporation or other entity of which (a) a majority of the voting power of the equity securities or other interests is owned, directly or indirectly, by such Person (without regard to the occurrence of any contingencies affecting voting power) or (b) the power to elect a board majority (or persons performing similar functions) or otherwise control the entity is held directly or indirectly by such Person. When used in this Agreement without reference to a particular Person, “Subsidiary” means a Subsidiary of the Company.
“Tax” means (a) any federal, state, local, foreign or other tax, charge, fee, duty (including customs duty), levy or assessment, including any income, gross receipts, net proceeds, alternative or add-on minimum, corporation, ad valorem, turnover, real property, personal property (tangible or intangible), sales, use, franchise, excise, value added, stamp, leasing, lease, user, transfer, fuel, excess profits, profits, occupational, premium, interest equalization, windfall profits, severance, license, registration, payroll, environmental (including taxes under Section 59A of the Code), capital stock, capital duty, disability, estimated, gains, wealth, welfare, employee’s income withholding, other withholding, unemployment or social security or other tax of whatever kind (including any fee, assessment or other charges in the nature of or in lieu of any tax) that is imposed by any Governmental Authority, (b) any interest, fines, penalties or additions resulting from, attributable to, or incurred in connection with any items described in this paragraph or any related contest or dispute and (c) any items described in this paragraph that are attributable to another Person but that any Acquired Company is liable to pay by Law, by Contract or otherwise, whether or not disputed.
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“Tax Return” means any report, return, filing, declaration, claim for refund, or information return or statement related to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
“Technology” means (a) Software, (b) databases, data compilations and collections, and customer and technical data, (c) data centers, (d) methods and processes, (e) devices, prototypes, designs and schematics, (f) documentation of customer consents to use their Personal Data, social media, and employee data, and (g) tangible items related to, constituting, disclosing or embodying any or all of the foregoing, including all versions thereof.
“User Documentation” means explanatory and informational materials concerning the Company Products and Company Technology, in printed or electronic form, which any Acquired Company has made available or otherwise released for distribution to customers or end-users of such Company Products and Company Technology, which may include manuals, descriptions, user or installation instructions, diagrams, printouts, listings, flow-charts and training materials, contained on visual media such as paper or photographic film, or on other physical storage media in machine readable form.
Defined Term | Section |
Adjustment Calculation | 2.3(a) |
Adjustment Notice | 2.3(a) |
Agreement | Preamble |
Balance Sheet | 3.5 |
Claim Notice | 9.3(a) |
Closing | 2.4 |
Closing Balance Sheet | 2.3(a) |
Closing Date | 2.4 |
COBRA | 3.16(b) |
Company | Preamble |
Company Intellectual Property | 3.13 |
Confidentiality Agreement | 5.5(a) |
Contaminants | 3.13 |
Contributor | 3.13 |
Controlling Party | 9.4(c) |
Dispute Notice | 2.3(b) |
DOL | 3.16(a) |
Final Closing Net Working Capital | 2.3(a) |
Financial Statements | 3.5 |
Indemnified Party | 9.3(a) |
Indemnifying Party | 9.3(a) |
Independent Accounting Firm | 2.3(c) |
Initial Purchase Price | 2.2 |
Interim Balance Sheet | 3.5 |
Leased Real Property | 3.12 |
Multiemployer Plan | 3.16(b) |
Net Working Capital Target | 2.3(e) |
Noncompetition Agreements | 2.5(a) |
Noncontrolling Party | 9.4(c) |
Owned Intellectual Property | 3.13 |
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Owned Real Property | 3.12 |
Pension Plan | 3.16(a) |
Purchase Price | 2.2 |
Purchaser | Preamble |
Purchaser Disclosure Schedule | Article 4 |
Purchaser Indemnified Parties | 9.1 |
Qualified Plan | 3.16(a) |
Real Property | 3.12 |
Restricted Persons | 5.5(b) |
Securities Act | 3.4(c) |
Seller Disclosure Schedule | Article 3 |
Sellers | Preamble |
Seller Releases | 2.5(a) |
Shares | Preamble |
Social Media Account Names | 3.13 |
Special Claim | 9.4(b) |
Standards Body | 3.13 |
Third Party Claim | 9.4(a) |
Third Party Intellectual Property | 3.13 |
Title IV Plan | 3.16(b) |
WARN Act | 3.17 |
THE TRANSACTION
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REPRESENTATIONS AND WARRANTIES OF THE SELLERS
The Seller Representative represents and warrants to the Purchaser that as of the date of this Agreement and as of the Closing Date the statements set forth in this Article 3 are true and correct, except as set forth on the disclosure schedule delivered by the Seller Representative to the Purchaser concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Seller Disclosure Schedule”):
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Section 3.30 Investment Representations relating to the Shares.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants to the Sellers that as of the date of this Agreement and as of the Closing Date the statements set forth in this Article 4 are true and correct, except as set forth on the disclosure schedule delivered by the Purchaser to the Sellers concurrently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the “Purchaser Disclosure Schedule”):
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COVENANTS
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Option holder:
Grant: 200,000 stock options to purchase shares of common stock of the Purchaser;
Recipients and number of shares;
Grant Date: On or about the closing date
Exercise Price: Fair market value as of the date of grant as determined pursuant to the 2020 Equity Award Plan;
Vesting: 100,000 options to vest three months (89 days) subsequent to grant date, with remaining 100,000 options to vest twelve (12) months after grant date.
Expiration: Ten years from date of grant.
This Stock Options Grant is subject to all of the terms and conditions as set forth in the Plan, which is attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan will have the same definitions as in the Plan.
CONDITIONS PRECEDENT TO OBLIGATION TO CLOSE
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TERMINATION
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CERTAIN TAX MATTERS
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INDEMNIFICATION
For purposes of this Section 9.1, any inaccuracy in, or breach of any representation or warranty, or nonperformance or other breach of any covenant or agreement by any Seller or the Company, and the amount of any Losses associated therewith, will be determined without regard for any materiality, “Material Adverse Effect” or similar qualification.
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For purposes of this Section 9.2, any inaccuracy in, or breach of any representation or warranty, or nonperformance or other breach of any covenant or agreement by the Purchaser, and the amount of any Losses associated therewith, will be determined without regard for any materiality, material adverse effect or similar qualification.
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However, if the Seller Representative are the Indemnifying Party, in no event may the Indemnifying Party assume, maintain control of, or participate in, the defense of any Third Party Claim (A) involving criminal liability, (B) in which any relief other than monetary damages is sought against the Indemnified Party or (C) in which the outcome of any Judgment or settlement in the matter could reasonably be expected to materially adversely affect the Indemnified Party’s Tax Liability or the ability of the Indemnified Party to conduct its business (collectively, clauses (A) – (C), the “Special Claims”). An Indemnifying Party will lose any previously acquired right to control the defense of any Third Party Claim if for any reason the Indemnifying Party ceases to actively, competently and diligently conduct the defense.
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GENERAL PROVISIONS
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If to the Seller Representative:
Jude Ramayya
with a copy (which will not constitute notice) to:
If to the Company:
Eleviant Technologies, Inc.
2425 N Central Expressway
Suite 400
Richardson, TX 75080
Email: jude.ramayya@eleviant.com
with a copy (which will not constitute notice) to:
If to the Purchaser:
Computer Task Group, Incorporated
300 Corporate Parkway
Suite 214N
Amherst, NY 14226
Attn: Peter Radetich, SVP & General Counsel
Email: peter.radetich@ctg.com
with a copy (which will not constitute notice) to:
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[Signature page follows]
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The parties have executed and delivered this Agreement as of the date indicated in the first sentence of this Agreement.
| COMPUTER TASK GROUP, INCORPORATED By: /s/ Filip Gydé Name: Filip Gydé Title: Chief Executive Officer
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| ELEVIANT TECHNOLOGIES, INC. By: /s/ Jude Ramayya Name: Jude Ramayya Title: Chief Executive Officer
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| /s/ Jude Ramayaa |
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