Exhibit 10.1

Execution Version

SALE AND PURCHASE AGREEMENT

dated

16 April 2026

between

The several persons whose names and addresses are set out in Schedule 1 as Sellers

and

DIGINEX LIMITED

Purchaser

Table of contents

SCHEDULE 1

The Sellers

Part 1 – Particulars of the Sellers

Part 2 – Notice Details of the Sellers

Part 3 – Consideration Shares

SCHEDULE 2

Details of the Group

Part 1 - Details of the Company

Part 2 - Details of the Subsidiaries

SCHEDULE 3

Completion Arrangements

Part 1 - Seller’s Obligations

Part 2 - Purchaser’s Obligations

Part 3 – Further Actions by the Company

SCHEDULE 4

Sellers’ Warranties

Part 1 – Fundamental Warranties

Part 2 – Non-Fundamental Warranties

SCHEDULE 5

Limitations on Liability

SCHEDULE 6

Purchaser’s Warranties

Part 1 – Fundamental Warranties

Part 2 – Non-Fundamental Warranties

SCHEDULE 7

Agreed Technical Expert Board Addition

SCHEDULE 8

Registration Rights and Lock-up Agreement

SCHEDULE 9

Tax Indemnity

SCHEDULE 10

[Intentionally omitted]

SCHEDULE 11

Properties

SALE AND PURCHASE AGREEMENT

PARTIES:

(together, the “Parties” and each, a “Party”).

RECITALS:

IT IS AGREED as follows:

“Accounts” means the unaudited Management Accounts of the Group for the accounting reference period ended on the Accounts Date, together with the auditors’ report and the notes to the audited financial statements available, such financial statements comprising, a statement of financial position, statement of comprehensive income, statement of changes in equity, and statement of cash flows;

“Accounts Date” means 31 December 2025;

“Actual Tax Liability” means the amount of a liability or increase in liability of any Group Company to make a payment of or in respect of any Tax or of an amount representing Tax, or any payment in respect of the same;

“Additional Technical Expert Appointment” means the appointment of one (1) additional Non-Independent Director (as defined in Schedule 7) on the board of directors of the Purchaser, nominated by the Founders based on expertise relating to Seller’s business and subject to the Purchaser’s board nomination committee’s standard processes;

“Advisor” has the meaning given to it in Clause 15.4(a);

“Affiliate” means in relation to a person:

provided that in relation to a person who is a natural person, “Affiliate” shall also include (i) such person’s “immediate family members” which shall mean the spouse, parents, grandparents, children, siblings of such person, and (ii) any entity that is Controlled by such person and/or any of such person’s immediate family members;

“Agents” means, in relation to a person, that person’s directors, officers, employees, advisers, financiers, auditors, agents and representatives;

“Agreed Technical Expert Board Addition” means the changes to the expertise and composition of the board of directors (and board committees) of the Purchaser, and the executive management of the Purchaser, in each case agreed between the Parties and set out in Schedule 7 (and which may, to the extent the Founders require taking into account the governance requirements of the business of the Group, also include the Additional Technical Expert Appointment);

“Agreement” means this sale and purchase agreement;

“Amended Founder Warrant Agreement” means the amended Founder Warrant Agreement, in the agreed form, which shall provide that the aggregate “Subscription Price” (as defined in the Founder Warrant Agreement) for the exercise of the Exercisable Warrants shall be USD 30,347,712.77, which may be paid by RVL (as warrant holder) in two (2) equal tranches, on such date being one (1) year after Completion and two (2) years after Completion respectively, provided that such “Subscription Price” shall accrue interest at a rate of 10% per annum, for the period between Completion and such date on which the “Subscription Price” (or tranche thereof) is paid in full;

“Anicut” means Grand Anicut Fund - 4 and/ or Grand Anicut LVF -1 and its affiliates;

“Anicut Investment Agreement” means the investment agreement dated 31 January 2025 entered into amongst, inter alia, the Company, Resulticks Edge Solution Technologies Private Limited and Anicut;

“Anicut Share Subscription Agreement” means the securities subscription agreement dated 28 June 2024 entered into between the Company, Resulticks Digitals India Private Limited and Anicut;

“Anti-Corruption Laws” means: (i) the Foreign Corrupt Practices Act of 1977 as amended (Laws of United States); (ii) the Prevention of Corruption Act 1960; (iii) the Bribery Act 2010 (in the United Kingdom); (iv) the Organization for Economic Co-operation and Development (OECD) Convention on Combating Bribery of Foreign Officials in International Business Transactions; and (v) applicable laws, regulations or orders which are applicable to the Group, the Sellers or the Purchaser’s Group (as the case may be) and which are broadly equivalent to (i), (ii) or (iii) or were intended to enact the provisions of the OECD Convention described in (iv) or which has as its objective the prevention of corruption;

“Anti-Money Laundering Regulations” means all applicable financial record keeping and reporting requirements and anti-money laundering laws in each of the jurisdictions in which a Party or any Affiliates of that Party is incorporated or domiciled (as the case may be) and of all jurisdictions in which a Party and each Affiliate of that Party conducts business, the rules and regulations thereunder and any related or similar laws or guidelines, issued, administered or enforced by any Governmental Authority;

“Applicable Law” means any applicable federal, state, territorial, foreign or local law, common law, statute, ordinance, rule, regulation, code, measure, notice, circular, opinion or order of any Governmental Authority, including any rules promulgated by any applicable stock exchange or regulatory body, whether or not having the force of law;

“Ascertis Facilities Documents” means the facility agreement dated 2 December 2024 entered into amongst, inter alia, the Company, Ascertis Credit – India Fund III Limited and Madison Pacific Trust Limited, and all other related and/or ancillary agreements or documents entered into pursuant to or in connection with such facility agreement, in each case as may be amended from time to time;

“Business” means the business of the Group as conducted by it as at the date of this Agreement;

“Business Day” means a day (other than a Saturday or Sunday or a public holiday) when commercial banks are open for ordinary banking business in Singapore, New York City, U.S.A., and the Cayman Islands;

“Business IP” means all Intellectual Property which has in the last three years been used or is used primarily in or in connection with the business of any Group Company and which is material to the business of the Group;

“Business IT” means all Information Technology which has in the last three years been used or is used primarily in connection with the business of any Group Company and which is material to the business of the Group;

“Claim” means all Losses asserted against, incurred, suffered or incurred by, as the case may be:

“Company” means RESULTICKS GLOBAL COMPANIES PTE. LIMITED, a company incorporated under the laws of Singapore with company registration number 202127753C and having its registered office at 3 Temasek Avenue, #21-27, Centennial Tower, Singapore 039190;

“Company Material Adverse Change” means:

except in the case of paragraphs (ii) and (iii), to the extent such event, change, circumstance or effect has a disproportionate effect on a Group Company (as compared with business operating in the industry(ies) in which the Group operates); or

“Completion” means completion of the Transaction in accordance with Clause 7;

“Completion Date” means a date no later than 15th May 2026, or such other date as the Sellers’ Representative and the Purchaser may agree in writing, in each case subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of all Conditions;

“Conditions” means the conditions set out in Clauses 4.1, 4.2 and 4.3, and “Condition” means any one of them;

“Confidential Information” means (a) the existence and the provisions of the Transaction Documents or the negotiations relating to the Transaction Documents and (b) all information (whether written, oral, visual, electronic or in any other form or medium) disclosed by or on behalf of the disclosing party to the recipient, whether before or after the date of this Agreement, that is marked as confidential or that, by its nature or the circumstances of its disclosure, ought reasonably to be understood to be confidential. “Confidential Information” includes, without limitation, all Know-How, trade secrets, proprietary technical, industrial and commercial information, formulas, processes, product information, designs, specifications, data, research and development, marketing and business plans, strategies, pricing, financial information, customer and supplier details, software (including source code and object code), inventions (whether patentable or not), and any analyses, compilations, studies or other documents prepared by the recipient that contain or reflect such information, in each case in whatever form held, such as paper, electronically stored data, magnetic media film and microfilm or orally;

“Consideration” has the meaning given to it in Clause 3.1;

“Consideration Shares” means the 1,133,333,333 Diginex Shares credited as fully paid, to be allotted and issued to the Sellers in accordance with Clause 3, as may be adjusted in accordance with Clause 3.4;

“Continuing Provisions” means Clause 1, Clause 3.3(b), Clause 3.3(c), Clause 14.2, Clause 16, Clause 17, Clause 18, Clause 19, Clause 20, Clause 21, Clause 22, Clause 25, Clause 26, Clause 27, Clause 28, Clause 29 and Clause 30 and each other provision expressly provided to survive termination and/or rescission of this Agreement;

“Control” means, in relation to any person or entity, the possession, directly or indirectly, whether by ownership of shares, voting rights, contract or otherwise, of the power to:

and “Controlled” shall be construed accordingly;

“Data Protection Laws” means any Applicable Law which relates to data protection, privacy, or the collection, use, storage, transfer, disclosure or other processing of personal data (including, without limitation, the EU General Data Protection Regulation (Regulation (EU) 2016/679) and any national implementing legislation, the Singapore Personal Data Protection Act 2012 (as amended), and any other relevant foreign, federal or state privacy or data protection laws) and, where relevant, any binding decisions or regulatory requirements of data protection authorities;

“Data Room” means the data room comprising copies of documents and other information relating to the Business and the Group made available to the Purchaser at https://azureresulticks-my.sharepoint.com/personal/docs_resulticks_com/_layouts/15/onedrive.aspx?viewid=af4f9735%2Dc1ec%2D494e%2D8fb1%2D4b885e1c8197&ct=1774861285663&or=Teams%2DHL&LOF=1, as itemised in the Data Room Index;

“Data Room Index” means an index of the Data Room which is attached as Appendix B of the Disclosure Letter;

“Data Room Information” means the contents of the Data Room on the date of this Agreement, a copy of which will be provided to the Purchaser within 5 Business Days from the date of this Agreement on a USB thumb drive;

“Diginex Incentive Plan” means the Diginex Limited 2024 Omnibus Incentive Plan established by the Purchaser pursuant to which key employees and/or consultants of the Purchaser’s Group may be granted share options to subscribe to the Diginex Shares, as may be amended from time to time;

“Diginex Shares” means the ordinary shares of the Purchaser;

“Disclosed” means fairly disclosed in the Disclosed Information with such details to enable a reasonable purchaser to be aware of and identify the existence, nature, scope and impact of the relevant fact, matter or circumstance disclosed and to form a view thereon;

“Disclosed Information” means the Data Room Information and all information included in, or referred to in the Transaction Documents;

“Disclosure Letter” means the letter of the same date as this Agreement (including the contents of any schedule or appendix thereto) from the Sellers to the Purchaser containing general and specific disclosures against the Sellers’ Warranties;

“Employee Award SPV Seller” means the special purpose vehicle to be incorporated prior to Completion for the purposes of holding a portion of the Sale Shares in accordance with share awards to employees of the Group;

“Encumbrance” means any pledge, charge, lien (other than a lien arising by operation of law in the ordinary course of trading), mortgage, debenture, hypothecation, security interest, pre-emption right or option, and “Encumber” shall be construed accordingly;

“Event” includes (without limitation), the expiry of a period of time, a Group Company becoming or ceasing to be associated with any other person for any Tax purpose or ceasing to be or becoming resident in any country for any Tax purpose, the death, winding up or dissolution of any person, the earning, receipt or accrual for any Tax purpose of any income, profit or gains, the incurring of any loss or expenditure, and any transaction, reorganisation, restructuring, event, act, or omission whatsoever (including the signing of this Agreement and Completion);

“Exchange Act” has the meaning given to it in paragraph 2.1 of Part 2 of Schedule 6;

“Exchange Rate” means, in respect of each amount that is to be converted from one currency into another currency, the mid-point spot rate of exchange for converting the first-mentioned currency into the other currency, displayed on the relevant page of Bloomberg on the relevant date or, if such exchange rate cannot be determined that particular day, the mid-point spot rate of exchange appearing on the relevant page of Bloomberg as at the close of business on the immediately preceding day;

“Exercisable Warrants” means such portion of the Founder Warrants, at the election of Miles Pelham, which when exercised will amount to up to (and not more than) 228,441,349 Diginex Shares, subject to adjustment at Completion such that the number of Diginex Shares which, when aggregated with all Diginex Shares held directly or indirectly by Miles Pelham (including through Rhino Ventures Limited, a British Virgin Islands company, and Rhino Ventures Limited, a Cayman Islands company) on a Fully Diluted Basis (but excluding the Outstanding IPO Warrants only) as at Completion, is equal to the number of Diginex Shares issued to any one of the Founders (and not both) at Completion;

“Exit Sale Process” has the meaning given to it in Clause 15.4(a);

“Founder Warrant Agreement” means the warrant issuance and cancellation deed dated 15 July 2024, as amended on 30 January 2026, entered into between the Purchaser, Diginex Solutions (HK) Limited and Rhino Ventures Limited;

“Founder Warrants” means the 4,170,520 warrants to purchase Diginex Shares at a subscription price of USD 6.13 per warrant (as may be adjusted in accordance with the terms of the Founder Warrant Agreement), granted by Diginex to Rhino Ventures Limited (as warrant holder) to purchase Diginex Shares pursuant to and on the terms of the Founder Warrant Agreement;

“Founders” means Radhika Sundaram and Rambacthavachalam Dhakshina Moorthy and each, a “Founder”;

“Founders Lock-up Restrictions” has the meaning given to it in Clause 15.3(a);

“Fully Diluted Basis” means a calculation assuming that all and any Diginex Shares, securities, rights, options, warrants or instruments (including debt instruments) that are convertible into or entitle the holder to acquire or receive any Diginex Shares or any options to purchase rights to subscribe for securities by their terms convertible into or exchangeable for Diginex Shares, or any other Diginex Shares with voting rights or economic rights, including any options issued (whether vested or unvested) or reserved for issuance under any share option plan or scheme by whatever name called of Diginex, existing at the time of determination have been exercised or converted into equity shares;

“Fundamental Warranty Claim” means a Claim for breach of a Sellers’ Fundamental Warranty or a Purchaser’s Fundamental Warranty, as applicable;

“General Claim” means a Claim other than a Fundamental Warranty Claim and a Tax Claim;

“Government Official” means (i) any official, officer, employee or representative of, or any person acting in an official capacity for or on behalf of, any Governmental Authority, (ii) any political party or party official or candidate for political office or (iii) any company, business, enterprise or other entity owned, in whole or in part, or controlled by any person or entity described in the foregoing (i) or (ii) of this definition;

“Governmental Authority” means any supra-national, national, state, municipal or local government (including any sub-division, court, administrative agency or commission or other authority of any supra-national, national, state, municipal or local government) or any governmental or quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (including any tribunal, securities exchange, competition or antitrust authority, or supervisory body);

“Group” means the group of companies comprising the Company and the Subsidiaries, and “Group Company” means any one of them;

“Group Financial Statements” has the meaning given to it in Clause 15.1(a)(ii);

“Group SEC Financial Information” has the meaning given to it in Clause 15.1(b);

“HMT” means His Majesty’s Treasury;

“IFRS” means the International Financial Reporting Standards issued by the International Accounting Standards Board;

“Indebtedness” means, without duplication (but before taking account the consummation of the transactions contemplated hereby), (a) the unpaid principal amount and accrued interest in respect of (i) all indebtedness for borrowed money of the Group, (ii) indebtedness evidenced by notes, debentures, bonds or other similar instruments, and (iii) all obligations with respect to interest-rate hedging, swaps or similar financial arrangements (valued at the termination value thereof and net of all payments owed to the Group thereunder); (b) all obligations of the Group evidenced by any surety bonds, letters of credit or bankers’ acceptances or similar facilities; (c) all obligations under capitalized leases with respect to which any Group Company is liable, determined on a consolidated basis in accordance with SFRS; (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by the Group; and (e) all obligations of the type referred to in clauses (a) through (d) of other persons for the payment of which any Group Company is responsible or liable, as obligor, guarantor, surety or otherwise, including any guarantee of such obligations;

“Indemnified Party” has the meaning given to it in paragraph 3.1 of Schedule 5;

“Indemnifying Party” has the meaning given to it in paragraph 3.1 of Schedule 5;

“India Facilities Documents” means: (a) the debenture trust deed dated 31 January 2025 entered into between Resulticks Edge Solution Technologies Private Limited and Catalyst Trusteeship Limited; (b) the debenture trust deed dated 19 February 2025 entered into between Resulticks Edge Solution Technologies Private Limited and Catalyst Trusteeship Limited; (c) the debenture trust deed dated 31 December 2022 entered into between Resulticks Digitals India Private Limited and Catalyst Trusteeship Limited; (d) the debenture trust deed dated 22 December 2022 entered into between Resulticks Digitals India Private Limited and Catalyst Trusteeship Limited; (e) the Anicut Investment Agreement; (f) the Anicut Share Subscription Agreement, and (g) all other related and/or ancillary agreements or documents entered into pursuant to or in connection with such trust deeds and/or agreements, in each case as may be amended from time to time;

“Initiating Shareholder” has the meaning given to it in Clause 15.4(a);

“Information Technology” means computer systems, communication systems, software and hardware;

“Initiating Shareholder” has the meaning given to it in Clause 15.4(a);

“Intellectual Property” means rights in and in relation to Confidential Information, trade marks, service marks, trade and business names, logos and get up (including any and all goodwill associated with or attached to any of the same), domain names, patents, inventions (whether or not patentable), registered designs, design rights, copyrights (including rights in software) and moral rights, database rights, semi-conductor topography rights, utility models and all rights or forms of protection having an equivalent or similar nature or effect anywhere in the world, whether enforceable, registered, unregistered or registrable (including, where applicable, all renewals, extensions and applications for registration) and the right to sue for damages for past and current infringement (including passing off and unfair competition) in respect of any of the same;

“Issuance Ordinary Resolution” means an ordinary resolution of members of the Purchaser, in the agreed form, approved in writing without holding a meeting in accordance with the rules and regulations of Nasdaq and the Purchaser’s memorandum and articles of association;

“Issuance Ordinary Resolution Notice” means the notice, in the agreed form, that the Purchaser will issue within five (5) Business Days to all members of the Purchaser that would be entitled to vote at a shareholder meeting to approve the Issuance Ordinary Resolution if it were otherwise approved at such a meeting in accordance with the Purchaser’s memorandum and articles of association;

“Know-How” means all confidential and proprietary information, data, or materials (whether or not protectable by intellectual property rights and whether or not reduced to writing) that is: (a) not in the public domain or not generally known or readily accessible to persons within the relevant industry; (b) substantial, specific, and identifiable in form or substance; and (c) developed, acquired or used by the Group or the Purchaser’s Group (as the case may be) in the course of its business activities, including (without limitation): (i) inventions, discoveries, improvements, trade secrets, techniques, processes, methods, specifications, formulations, designs, protocols, technical data, schematics, diagrams, software algorithms, source code, models, databases, and compilations of information; (ii) operational, commercial and marketing knowledge, strategies, plans, costings, pricing information, customer or supplier lists, sales and market analysis; and (iii) all other technical or business knowledge and expertise, in any form or medium, whether written, oral, electronic or otherwise;

“Licensed Business IP” means Business IP other than Owned Business IP;

“Lock-up Period” has the meaning given to it in the Registration Rights and Lock-Up Agreement;

“Long Stop Date” means 15th May 2026, or such other later date as may be agreed in writing between the Parties;

“Losses” means all losses, liabilities, costs, damages, charges, expenses, penalties, interest, actions, proceedings, claims, damages, awards, judgments, Taxes, demands and expenses (including reasonable attorneys’ fees, costs and other reasonable out-of-pocket expenses incurred in investigating, preparing or defending the foregoing);

“Material Contract” means each of the following contracts that a Group Company is party to or bound by:

“Material Customer” means top ten largest customers of the Group taken as a whole (based on the total amount of revenues from such customer) for the 12 month period ending 31 December 2025

“Material Supplier” means top ten largest service providers to the Group (other than in respect of the Transaction) based on purchase volume in the 12 month period ending 31 December 2025

“Matter Dispute” means the claim by SG Analytics Private Limited against Matter DK ApS in the amount of approximately USD 350,000 for certain work done;

“Nasdaq” means The Nasdaq Stock Market LLC;

“Nasdaq LAS Notification” has the meaning given to it in Clause 3.4(b);

“New Investors” has the meaning given to it in Clause 4.1(g);

“Notices” has the meaning given to it in Clause 28;

“Ordinary Shares” means the ordinary shares in the capital of the Company;

“Outstanding IPO Warrants” means, collectively, all of the outstanding warrants to purchase Diginex Shares issued by the Purchaser to Rhino Ventures Limited in connection with the initial public offering of the Purchaser, including:

“Owned Business IP” means Business IP which is owned by any Group Company;

“Permitted Equity Financing” means a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues Ordinary Shares and/or Preference Shares

“Personal Data” means any information relating to an identified or identifiable natural person that is processed by or on behalf of any Group Company (whether recorded automatically or manually), including any such information that identifies or can be linked, directly or indirectly, to that person (such as name, address, location data, online identifiers, account identifiers, employment data, customer data, biometric or other sensitive data) but excluding information which has been irreversibly anonymised;

“Post-Completion Funding Commitment” means an amount equal to USD 200,000,000, or such other amount as may be agreed in writing between the Founders and the Purchaser;

“Potential M&A” has the meaning given to it in Clause 6.1(d);

“Preference Shares” means the preference shares in the capital of the Company;

“Properties” means the land and premises particulars of which are set out in Schedule 11;

“Purchaser Indemnitees” has the meaning given in Clause 13.2;

“Purchaser Material Adverse Change” means:

except in the case of paragraphs (ii) and (iii), to the extent such event, change, circumstance or effect has a disproportionate effect on a Group Company (as compared with business operating in the industry(ies) in which the Purchaser’s Group operates); or

“Purchaser Shareholder Approval” means the approval of the issuance by the Purchaser of the Consideration Shares by the affirmative vote of a majority of the members of the Purchaser entitled vote thereon pursuant to an ordinary resolution in writing, in the agreed form, without holding a meeting in accordance with the rules and regulations of Nasdaq and the constitutional documents of Purchaser;

“Purchaser’s Business IP” means all Intellectual Property which has in the last three years been used primarily in or in connection with the business of any Purchaser’s Group Company and which is material to the business of the Purchaser’s Group;

“Purchaser’s Business IT” means all Information Technology which has in the last three years been used primarily in connection with the business of any Purchaser’s Group Company and which is material to the business of the Purchaser’s Group;

“Purchaser’s Licensed Business IP” means Purchaser’s Business IP other than Purchaser’s Owned Business IP;

“Purchaser’s Owned Business IP” means Purchaser’s Business IP which is owned by any Purchaser’s Group Company;

“Purchaser’s Fundamental Warranties” means the Purchaser’s Warranties set out in Part 1 of Schedule 6, and “Purchaser’s Fundamental Warranty” means any one of them as the context requires;

“Purchaser’s Group” means the group of companies comprising the Purchaser and its subsidiaries from time to time (and including, after Completion, the Group), and “Purchaser’s Group Company” means any one of them;

“Purchaser’s Warranties” means the warranties referred to in Clause 11 and set out in Schedule 6;

“Registration Rights and Lock-Up Agreement” means the registration rights and lock-up agreement in the form set out in Schedule 8;

“Relevant Accounting Standards” has the meaning given to it in paragraph 2.1 of Part 2 of Schedule 4;

“Relevant Founders Shares” has the meaning given to it in Clause 15.3(a);

“Relevant Proportion” means, in respect of each Seller, the percentage set out against such Seller’s name in column (3) of Part 1 of Schedule 1 (as may be adjusted for New Investors that accede to this Agreement pursuant to Clause 4.1(g));

“Relevant Records” has the meaning given to it in paragraph 18 of Schedule 5;

“Resigning Directors” means Noor Mohamed Farooq, Athanasios Charlaftis, Giandeo Pittea and Roger Michael Jupp;

“Restricted Party” means a person that is: (i) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List; (ii) located in, incorporated under the laws of, or Controlled by a person located in or organised under the laws of, a country or territory that is the target of Sanctions (“target of Sanctions” signifying a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities);

“Resulticks Shareholders Agreement” means the shareholders’ agreement dated 31 May 2022 in relation to the Company;

“RVL” means Rhino Ventures Limited, a company incorporated under the laws of the Cayman Islands with company registration number 984500497CB2711A4730 and having its registered office at Suite 303, 90 Fort Street, George Town, Grand Cayman, Cayman Islands;

“Sale Shares” means the Ordinary Shares and Preference Shares set out in Part 1 of Schedule 1, collectively representing the entire issued and paid-up share capital of the Company;

“Sanctions” means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) the United States government; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) the jurisdiction(s) of incorporation of the Company and the Purchaser; or (vi) the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury, the United States Department of State, and HMT (together the “Sanctions Authorities” and each, a “Sanctions Authority”);

“Sanctions Authorities” and “Sanctions Authority” have the meaning given to them in Clause 1.1;

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control of the US Department of Treasury, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HMT, or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities;

“SEC” means the United States Securities and Exchange Commission;

“Securities Act” has the meaning set out in paragraph 4.1 of Schedule 6;

“Seller Indemnitees” has the meaning given in Clause 13.1;

“Sellers’ Fundamental Warranties” means the Sellers’ Warranties set out in Part 1 of Schedule 4, and “Sellers’ Fundamental Warranty” means any one of them as the context requires;

“Sellers’ Representative” means Radhika Sundaram, acting on behalf of all the Sellers;

“Sellers’ Warranties” means the warranties referred to in Clause 8 and set out in Schedule 4, and “Seller’s Warranty” shall mean any one of them;

“Senior Employee” means each of the employees identified by Radhika Sundaram at the time of Completion;

“SFRS” means the Singapore Financial Reporting Standards promulgated by the Accounting Standards Council Singapore from time to time applicable to the Group;

“Stamp Duty Documents” means:

“Subsidiaries” means the subsidiaries of the Company from time to time, including, as at the date of this Agreement, the companies, details of which are set out in Part 2 of Schedule 2;

“Tax” means and includes all forms of taxation and statutory and governmental, state, provincial, local governmental or municipal charges, duties, contributions and levies, withholdings and deductions, in each case whether of India, Singapore, the United States of America or elsewhere and whenever imposed and all related penalties, fines, charges, costs, interest;

“Tax Authority” means any Governmental Authority competent to impose Tax or assess, administer or collect Tax;

“Tax Claim” means a Claim for breach of a Tax Warranty or a Tax Indemnity Claim;

“Tax Indemnity Claim” means a claim against the Sellers under paragraph 1 of Schedule 9;

“Tax Liability” means any Actual Tax Liability, or any other liability which gives or may give rise to a Tax Claim;

“Tax Relief” means:

“Tax Warranties” means the Sellers’ Warranties set out in paragraph 14 of Part 2 of Schedule 4 and “Tax Warranty” means any one of them as the context requires;

“Transaction” means the sale and purchase of the Sale Shares pursuant to, and in accordance with, this Agreement;

“Transaction Documents” means this Agreement, the Disclosure Letter, the Registration Rights and Lock-Up Agreement;

“Unrestricted Consideration Shares” means, collectively:

“U.S. GAAS” means United States Generally Accepted Accounting Standards as issued by the American Institute of Certified Public Accountants; and

“U.S. Person” means a “U.S. person” as defined in Rule 902(k) of Regulation S under the U.S. Securities Act.

References to any statute or statutory provision include a reference to that statute or statutory provision as amended, supplemented, consolidated or replaced from time to time (whether before or after the date of this Agreement) and include any subsidiary legislation made under the relevant statute or statutory provision except to the extent that any amendment, supplement, consolidation or replacement would increase or extend the liability of the Seller under this Agreement.

The table of contents and headings are inserted for convenience only and do not affect the construction of this Agreement.

Where any statement in the Sellers’ Warranties given by a Seller is qualified by the expression “to the best of the Seller’s knowledge” or any similar expression, the expression shall mean the actual knowledge, belief, or awareness of such Seller only (such that each Seller is deemed to have actual knowledge of all facts, matters and circumstances within his own knowledge and not the knowledge of any other Seller), and the knowledge that such Seller ought reasonably to have had after making reasonable enquiries.

Notwithstanding any provision in this Agreement or any other Transaction Document to the contrary, the Parties acknowledge and agree that:

Each of the Sellers (other than the Sellers’ Representative) irrevocably appoints the Sellers’ Representative, and the Sellers’ Representative hereby accepts such appointment, as agent for and on behalf of the Sellers with full and exclusive authority to negotiate and agree the terms of this Agreement or any Transaction Documents, and to take all actions specifically mandated by the terms of this Agreement, the Transaction Documents or any ancillary agreements, it being acknowledged and agreed that any Notice made by the Purchaser to the Sellers shall be made to each Seller individually.

Where any statement in the Purchaser’s Warranties given by the Purchaser is qualified by the expression “to the best of the Purchaser’s knowledge” or any similar expression, the expression shall mean the actual knowledge, belief, or awareness of the Purchaser, and the knowledge that the Purchaser ought reasonably to have had after making reasonable enquiries.

Unless otherwise provided in this Agreement, if any amount is to be converted to USD:

Each Seller hereby waives, subject only to Completion, any rights it may have in respect of the redemption, pre-emption, first refusal or any other restrictions in relation to the transfer of the Sale Shares, whether under the constitution of the Company or otherwise.

The total purchase price for the Sale Shares to be paid by the Purchaser is USD 1,500,000,000 (the “Consideration”), which shall be satisfied by the allotment and issuance of the Consideration Shares by the Purchaser to the Sellers in accordance with this Agreement.

The Sellers shall be entitled to the Consideration Shares in their Relevant Proportions.

At Completion, the Purchaser shall allot and issue to each of the Sellers (or its nominee(s)), such Seller’s Relevant Proportion of the Consideration Shares (rounded to the nearest whole share), free from all Encumbrances, at a nil or nominal subscription price, in accordance with Clause 3.4. The Unrestricted Consideration Shares shall be allotted and issued on an immediately tradeable basis, subject to compliance with Applicable Law, and which shall not be subject to any lock-up restrictions, in accordance with Clause 3.3(b), except, in respect of the Unrestricted Consideration Shares to be issued to the Founders, as otherwise agreed in writing by the Founders.

The Purchaser shall, forthwith after the execution of this Agreement and at its own expense, coordinate in advance with the Purchaser’s transfer agent to effect removal of any legend on any of the Unrestricted Consideration Shares as soon as any such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). For the avoidance of doubt, Purchaser agrees that any such legends included pursuant to Clause 9.2(c) shall not be required on the 40th day after each of the Unrestricted Consideration Shares is issued pursuant to Clause 3.3(a), and shall arrange in advance for removal on such dates. In connection with any legend removal, if required by the Purchaser’s transfer agent, the Purchaser shall cause an opinion of counsel to be delivered to and maintained with the Purchaser’s transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue the Unrestricted Consideration Shares, as applicable, without any such legend. The Purchaser shall bear all direct costs and expenses associated with the removal of a legend.

The obligations of the Parties to complete the Transaction are subject to the satisfaction (or waiver in writing) of the following Conditions:

The obligations of the Sellers to complete the Transaction are subject to the satisfaction (or waiver in writing by the Sellers’ Representative) of the following Conditions:

The obligations of the Purchaser to complete the Transaction are subject to the satisfaction (or waiver in writing by the Purchaser) of the following Conditions:

If any of the Parties becomes aware:

that Party shall as soon as reasonably practicable notify the other Parties in writing of such circumstances, setting forth in reasonable detail the facts or circumstances related thereto.

If any of the Conditions have not been fulfilled, satisfied or waived pursuant to this Clause 4 by the Long Stop Date, then, subject to the remainder of this Clause, each of the Sellers’ Representative (on behalf of the Sellers) and the Purchaser shall have the right to terminate this Agreement by written notice to the other; provided, that neither the Sellers’ Representative (on behalf of the Sellers) nor the Purchaser shall have the right to terminate this Agreement pursuant to this Clause 4.6 if a Seller’s (in the case of purported termination by the Sellers’ Representative) or the Purchaser’s (in the case of purported termination by the Purchaser) failure to fulfill in any material respect any of its obligations under this Agreement has been the primary cause of, or the primary factor that resulted in, the failure of any Condition to be satisfied by the Long Stop Date. Upon such termination, this Agreement shall cease to have further effect except for the Continuing Provisions (which shall remain in force) but without prejudice to any rights or liabilities arising in respect of claims arising out of any antecedent breach of this Agreement.

The Purchaser acknowledges and agrees that other than the Sellers’ Warranties, none of the Sellers or their respective Affiliates makes any warranties or representations of any nature to the Purchaser under or in connection with any of the Transaction Documents (whether express or implied by law, trade, custom, usage or otherwise) and that the Purchaser has not relied on or been induced by any other representations or warranties made by any Seller or any of their respective Affiliates or Agents to enter into this Agreement. The Purchaser hereby irrevocably and unconditionally waives any right it might have to claim damages for breach of any warranty not contained in this Agreement.

The Sellers do not give or make any warranty or representation as to the accuracy of the forecasts, estimates, projections, statements of intent or statements of opinion provided to the Purchaser or any of its Agents on or prior to the date of this Agreement, including in the Disclosed Information.

The Sellers shall reasonably cooperate with the Purchaser in connection with the issuance of the Consideration Shares and to facilitate the listing of such shares on Nasdaq, including by taking any action or providing any information regarding the Sellers as may be required under the Securities Act, the Exchange Act, any applicable foreign or state securities or blue-sky laws and the rules and regulations thereunder.

“THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED, EXCEPT IN ACCORDANCE WITH THE TERMS AS SET FORTH IN THE REGISTRATION RIGHTS AND LOCK-UP AGREEMENT DATED [●] 2026.”

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES THAT NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY AFTER 40 DAYS BEGINNING ON AND INCLUDING THE ISSUE DATE OF THIS SECURITY.

in relation to the transactions contemplated under this Agreement, against any Seller’s Affiliates, or any former or current Agent of any Seller or any Seller’s Affiliates, provided that nothing in this Clause 10.2 shall exclude or limit any liability arising from fraud, fraudulent misrepresentation, wilful concealment, or gross negligence.

The Sellers acknowledge and agree that other than the Purchaser’s Warranties (and the terms of any other agreements in writing entered into in relation to the Transaction), none of the Purchaser or any of its Affiliates makes any warranties or representations of any nature to the Sellers under or in connection with any of the Transaction Documents (whether express or implied by law, trade, custom, usage or otherwise) and that the Sellers have not relied on or been induced by any other representations or warranties made by the Purchaser or any of its Affiliates or Agents to enter into this Agreement. The Sellers hereby irrevocably and unconditionally waive any right they might have to claim damages for breach of any warranty not contained in this Agreement (or any other agreement in writing entered into in relation to the Transaction).

The Purchaser does not give or make any warranty or representation as to the accuracy of the forecasts, estimates, projections, statements of intent or statements of opinion provided to the Sellers or any of their respective Agents on or prior to the date of this Agreement.

in relation to the transactions contemplated under this Agreement, against the Purchaser’s Affiliates, or any former or current Agent of the Purchaser or the Purchaser’s Affiliates, provided that nothing in this Clause 12.2 shall exclude or limit any liability arising from fraud, fraudulent misrepresentation, wilful concealment, or gross negligence.

Subject to, and with effect from, Completion, the Purchaser shall indemnify the Sellers and their Affiliates (the “Seller Indemnitees”), in its/his Relevant Proportion, against all Losses arising out of, relating to or which results from:

Subject to, and with effect from, Completion, the Sellers shall indemnify the Purchaser and its Affiliates (the “Purchaser Indemnitees”) against all Losses arising out of, relating to or which results from:

and the term “Disposal” has a corresponding meaning.

If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under Applicable Law, it shall be deemed to be severed from this Agreement. The remaining provisions will remain in full force in that jurisdiction and all provisions will continue in full force in any other jurisdiction.

No Party shall, without the prior written consent of the Purchaser and the Sellers’ Representative, assign, transfer, charge, declare a trust of or otherwise dispose of all or any part of its rights and benefits under this Agreement (including any cause of action arising in connection with any of them) or of any right or interest in any of them.

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of the Purchaser and the Sellers’ Representative (acting on behalf of all the Sellers).

provided that if deemed receipt of any Notice occurs after 6 p.m. or is not on a Business Day, deemed receipt of the Notice shall be 9 a.m. on the next Business Day. References to time in this Clause 28 are to local time in the country of the addressee.

Sellers:

To the relevant addressee, address and email address set out against the relevant Seller’s name in column (2) of Part 2 of Schedule 1.

Purchaser:

SCHEDULE 1

The Sellers

Part 1 – Particulars of the Sellers

Part 2 – Notice Details of the Sellers

Part 3 – Consideration Shares

SCHEDULE 2

Details of the Group

Part 1 - Details of the Company

Part 2 - Details of the Subsidiaries

SCHEDULE 3

Completion Arrangements

Part 1 - Seller’s Obligations

At Completion and subject to the Purchaser having complied with its obligations set out in Part 2 of this Schedule:

Part 2 - Purchaser’s Obligations

At Completion, the Purchaser shall and subject to the Sellers having complied with their obligations set out in Part 1 of this Schedule:

Part 3 – Further Actions by the Company

Further, at Completion, each of the Parties shall exercise its voting rights and all other powers available to it (if any) to ensure that the Company shall make the necessary lodgements with ACRA to, subject to the relevant share transfer forms being duly stamped, update the electronic register of members of the Company maintained by ACRA in respect of the transfers of the Sale Shares by the Sellers to the Purchaser.

SCHEDULE 4

Sellers’ Warranties

Part 1 – Fundamental Warranties

All of the Sale Shares held by it/him are validly allotted, issued and fully paid or properly credited as fully paid and there is no liability to pay any additional contributions on any of the Sale Shares held by it/him.

The Seller is not insolvent or unable to pay its or his debts, and has not stopped paying its or his debts as they fall due.

No order has been made, petition presented or resolution passed for the winding up, bankruptcy or dissolution of any Group Company or the Seller or for the appointment of any provisional liquidator. No petition has been presented for an administration order to be made in relation to such Seller, and no judicial manager, administrator or receiver (including any administrative receiver) has been appointed in respect of the property, assets and/or undertaking of such Seller.

No composition in satisfaction of the debts of the Seller or scheme of arrangement or compromise between it and its creditors and/or members by reason of insolvency has been proposed, sanctioned or approved.

Each Group Company is duly incorporated and validly existing and has all requisite power and capacity to conduct its business as presently conducted.

The Sale Shares constitute the whole of the issued share capital of the Company.

Save in respect of any Encumbrances pursuant to the Ascertis Facilities Documents and the India Facilities Documents, all of the shares of each Group Company will at Completion be free from and unaffected by any Encumbrance.

Save for the Resulticks Shareholders Agreement and the India Facilities Documents, there are in existence no rights to or options for the issue, allotment or transfer of any loan or share capital of any Group Company, nor any rights to convert any loan or share capital into share capital or share capital with a different description.

Part 2 – Non-Fundamental Warranties

The copies of the constitution of each Group Company provided in the Data Room are complete and accurate and there have not been and are not any material breaches by any Group Company of its constitution.

Since the Accounts Date:

Other than in the ordinary and usual course of business and/or under the Existing Facilities, there is no outstanding guarantee, indemnity, suretyship or security (whether or not legally binding) given by any Group Company or for the benefit of any Group Company.

There are no material liabilities, whether actual or contingent, of any Group Company other than liabilities disclosed or provided for in the Accounts, liabilities incurred in the ordinary and usual course of business since the Accounts Date or liabilities disclosed elsewhere in or contemplated under this Agreement or the Disclosure Letter.

All assets included in the Accounts or acquired by any Group Company or which have otherwise arisen since the Accounts Date, other than any assets disposed of or realised in the ordinary and usual course of business:

To the best of the Seller’s knowledge, the property, rights and assets owned, leased or otherwise used by the Group comprise all the property, rights and assets necessary for the carrying on of the business of each Group Company substantially in the manner in, and to the extent to, which it is presently conducted.

The Disclosure Letter contains accurate and current details of all Owned Business IP that are registered or the subject of applications for registration and, to the best of the Seller’s knowledge, all renewal fees which are due and steps which are required for their maintenance and protection have been paid and taken.

The Owned Business IP is (or, in the case of pending applications, will be) valid and enforceable.

To the best of the Seller’s knowledge, the processes employed and the products and services dealt in by each Group Company both now and at any time within the last three years do not and did not infringe any rights or interests of third parties in Intellectual Property in any material respects and no Group Company has received any written notices alleging that the activities of such Group Company infringe any such rights or interests of any third party.

In respect of the several licences and agreements relating to the Licensed Business IP (including all amendments, novations, supplements or replacements to those licences and agreements):

There has been and is no misuse of Know-how by any Group Company and no Seller has made any disclosure of Know-how to any person other than the Purchaser, except in the ordinary and usual course of business and on the basis that such disclosure is to be treated as being of a confidential character.

and there is no claim, legal action or proceeding involving any Group Company in respect of those contracts.

No Group Company is a party to or subject to any contract, transaction, arrangement, understanding or obligation which:

No Seller nor any person acting on its behalf has incurred any liability to pay any broker’s, finder’s, or adviser’s fee or commission in connection with the sale of the Sale Shares to the Purchaser. No such fee or commission is or will become payable by the Purchaser.

The Group has not entered into any contract, arrangements, agreements or transactions with any of the Sellers or their Affiliates, other than the Resulticks Shareholders’ Agreement and any employment or services agreements entered into in the ordinary course of business.

No Senior Employee has given any written notice terminating contract of employment or is under notice of dismissal. There have been no written proposals to terminate the employment of any Senior Employee.

As at the last payroll date prior to the date of this Agreement, the salaries and wages and other benefits (other than holiday pay) of employees, all related payments to third party benefit providers and all related payments to the relevant authorities (save such payments made during the month following the payroll period in the ordinary course of business consistent with past practice) had been paid or discharged in full or properly accrued where due. No Senior Employee owes any amount to any Group Company in respect of any loans or advances by any Group Company to such Senior Employee.

No trade union, works council and/or other employee representative body has been recognized or established by the Group and there are no outstanding proposals for the recognition or establishment of any trade unions, works councils and/or other employee representative bodies in relation to the Group. No Group Company is a party to any collective bargaining agreement and has no standing arrangement with any employee representative body, in each case, relating to redundancies, remuneration or other benefits.

Save in respect of any state social security arrangements, no Group Company has an obligation to provide, or contribute towards, or has any actual or contingent liability in respect of, any scheme or arrangement which provides or will or may provide pension, death, retirement, lump-sum, ill-health, disability, accident or other benefits in respect of any individual employed or engaged (or formerly employed or engaged) by any Group Company or in each case their dependents and no promise or assurance has been given to any current or former employee or director of any Group Company that his benefits will be calculated by reference to a minimum amount or defined level of benefit.

Full particulars of the insurances of the Group Companies material to the business of the Group are contained in the Data Room.

In respect of the insurances referred to in paragraph 12.1:

No insurance claim is outstanding and, to the best of the Seller’s knowledge. no circumstances exist which are likely to give rise to any insurance claim.

No Group Company is involved whether as claimant or defendant or other party in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration (other than as claimant in the collection of debts arising in the ordinary and usual course of its business) which is material to the business of the Group.

To the best of the Seller’s knowledge, no claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration of material importance is pending or threatened by or against any Group Company.

To the best of the Seller’s knowledge, there are no investigations, disciplinary proceedings or other circumstances likely to lead to any such claim or legal action, proceeding, suit, litigation, prosecution, mediation or arbitration.

All information contained in this Agreement, the Data Room and the Disclosure Letter is true and accurate in all material respects, and the Sellers are not aware of any fact or matter or circumstances not disclosed which renders any such information untrue or inaccurate in any material respect.

SCHEDULE 5

Limitations on Liability

The Purchaser shall not be liable for any individual Claim (or series of Claims arising from substantially identical facts or circumstances), unless:

No Seller shall be liable for any individual Claim (or series of Claims arising from substantially identical facts or circumstances), unless:

No Seller shall be liable for any Claim to the extent that:

No Indemnifying Party shall be liable for any Claim to the extent that such Claim would not have arisen (or the amount of the Claim would not have been increased) but for any legislation not in force at the date of this Agreement, any change in legislation made after the date of this Agreement or any change in the interpretation or application of any legislation after the date of this Agreement, whether or not such change purports to be effective retrospectively in whole or in part.

No Indemnifying Party shall be liable for any Claim to the extent that the liability arises or is increased as a result of any change in the accounting policies, bases, procedures or practices of treatment of any Group Company or Purchaser’s Group Company (as the case may be) after Completion or any change in the accounting standards applicable to any Group Company or Purchaser’s Group Company (as the case may be) after Completion, provided that this paragraph 7 shall not apply to any change in such accounting policies, bases, procedures, practices or standards that is required in order to ensure compliance with applicable generally accepted accounting principles or accounting standards or otherwise made to correct a manifest error.

No Indemnifying Party shall be liable in respect of any Claim (other than, in the case of a Seller, a Tax Indemnity Claim) to the extent that the facts, matters, events or circumstances giving rise to such Claim were Disclosed or set out in any of the Transaction Documents, or otherwise known at the date of this Agreement by the Indemnified Party.

No Indemnifying Party shall be liable in respect of any Claim if and to the extent that the breach giving rise to such Claim is capable of remedy (without cost or loss to the Indemnified Party) and is remedied to the reasonable satisfaction of the Indemnified Party within thirty (30) days of the notice of the Claim given in accordance with paragraph 3.1.

Each Party shall take commercially reasonable steps, and shall procure that commercially reasonable steps are taken by the Purchaser’s Group (including, after Completion, each Group Company), to avoid or mitigate any Claim (other than a Tax Indemnity Claim).

No Indemnified Party shall be entitled to recover from any Indemnifying Party in respect of any Claim, or otherwise obtain payment, reimbursement, restitution or indemnity, more than once for the same Losses.

No Indemnifying Party shall be liable for any Claim to the extent that the Claim is based upon a liability which is contingent only unless and until such liability ceases to be contingent and becomes an actual liability. For the avoidance of doubt, this paragraph ‎16 shall not operate to avoid a Claim made in respect of a contingent liability within the time limits specified in paragraph ‎4 and specifying the matters set out in paragraph ‎3.1.

No Indemnifying Party shall be liable for any indirect, consequential, punitive or exemplary damages.

None of the Parties shall, and each Party shall procure that each of its Affiliates and Agents shall not, for a period of seven (7) years following the Completion Date, knowingly destroy any documents, records, correspondence, accounts and other information relating to the Purchaser’s Group or any Group Company for periods prior to the Completion (“Relevant Records”), which are known by such Party to be materially relevant or likely to be materially relevant to a Claim, with the intent of adversely impacting the defence by another Party of any such Claim, provided that no Party shall be in breach of this provision where such Relevant Records are destroyed:

The provisions of this Schedule will not be discharged or cease to have effect in consequence of any rescission or termination of any other provisions of this Agreement.

SCHEDULE 6

Purchaser’s Warranties

Part 1 – Fundamental Warranties   

Each of the Consideration Shares will, from its respective date of allotment, be validly allotted and issued and fully paid or credited as fully paid, and will rank pari passu with each of the other Diginex Shares and be free from Encumbrance. The Consideration Shares will be issued in compliance in all material respects with all Applicable Laws.

The Purchaser is not insolvent or unable to pay its debts, and has not stopped paying its debts as they fall due.

No order has been made, petition presented or resolution passed for the winding up or dissolution of the Purchaser or for the appointment of any provisional liquidator. No petition has been presented for an administration order to be made in relation to the Purchaser, and no judicial manager, administrator or receiver (including any administrative receiver) has been appointed in respect of the property, assets and/or undertaking of the Purchaser.

No composition in satisfaction of the debts of the Purchaser or scheme of arrangement or compromise between it and its creditors and/or members by reason of insolvency has been proposed, sanctioned or approved.

Part 2 – Non-Fundamental Warranties

To the best of the Purchaser’s knowledge, the processes employed and the products and services dealt in by each Purchaser’s Group Company do not infringe any rights or interests of third parties in Intellectual Property in any material respects and no Purchaser’s Group Company has received any written notices alleging that the activities of such Purchaser’s Group Company infringe any such rights or interests of any third party.

In respect of the several licences and agreements relating to the Purchaser’s Licensed Business IP (including all amendments, novations, supplements or replacements to those licences and agreements):

The Purchaser has not made any disclosure of Know-How to any third parties other than the Sellers, except in the ordinary and usual course of business and on the basis that such disclosure is to be treated as being of a confidential character.

To the best of the Purchaser’s knowledge: