INTERNATIONAL CONTRACTING

SECOND TRIMESTER. ACADEMIC YEAR 2016 - 2017

CHAPTER 7: SHARE PURCHASE AGREEMENT (SPA) / LEGAL ASPECTS OF
THE AGREEMENT

Representation and Warranties of the Seller

1. Capacity of the Seller

(a) The Seller is a legal entity, duly incorporated and validly existing in accordance with the
laws under which it has been incorporated.

(b) The Seller has the necessary legal capacity to subscribe, sign, grant and fulfil this
Agreement.

(c) The Seller has obtained all the consent, licenses, authorizations, waivers or corporate,
governmental or administrative exemptions necessary to execute this Agreement and the
other supplementary and ancillary. This Agreement and any other supplementary and
ancillary agreements have been executed and formalised by the Seller, constituting a
valid, binding and enforceable obligation under its own terms, and it does not infringe its
signature or the enforcement of any law, articles of association, agreement or instrument
of which the Seller or its partners are a party to or which create obligations for them.

(d) The Seller representative is duly empowered to subscribe this Agreement and any other
supplementary and ancillary agreements in the name and on behalf of the Seller.

(e) The signature, enforcement and fulfilment of this Agreement and/or the supplementary
and ancillary agreements by the Seller: (i) do not infringe any rule, law or regulation
applicable to the Seller, nor any agreement or contract to which the Seller or its partners
and/or shareholders are a party or pursuant to which the Seller or its partners and/or
shareholders have an obligation, nor require the consent of any other third party; nor (ii)
are contrary to any competent authoritys (judicial, administrative or other) decision,
order, instruction or mandate.

(f) The Seller (i) does not have the obligation to issue any announcement, consultation,
notification, report or make a deposit; or (ii) requires the consent, approval, authorisation
or permission, where appropriate, for the signature and/or execution of the subscription of
this Agreement or any other supplementary and ancillary agreements.

2. Title to the Shares

(a) Seller holds full title to the Shares and the Shares have been validly issued and assumed.
The Shares are transferred with all rights and obligations attaching thereto and free from
any charges and encumbrances or any other third party rights (other than those regulated
under the by-laws of the Company).

(b) There are no options, subscription rights, warrants, convertible or exchangeable securities
or any other rights giving entitlement to acquisition of the Shares

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3. Incorporation, valid existence and capacity

(a) The Company has been incorporated and entered on the relevant public registries, with
full legal personality under Spanish Law.

(b) The corporate purpose of the Company is appropriate for their business activities and
allows them to operate those activities and make use of their assets and carry out their
transactions as they have done to date.

4. Minutes Book, Registry Book of Shareholders and annual accounts

(a) The accounts and other compulsory books of the Company are up to date and maintained
in accordance with all of the legal requirements applicable and contain the records of all
of the matters which such books must deal with.

(b) In particular, the Minutes Book of the Company are duly legalised and contain all of the
Companys resolutions approved by the management bodies of the Company from the
date of its incorporation. Likewise, the Company keeps, have kept and have maintained,
the compulsory inventory and annual accounts in accordance with the applicable
regulations.

(c) The Registry Book of Shareholders of the Company contains all of the entries of all of the
shareholders and of all of the legal transactions relating to the shares to which such book
refers.

(d) No notice has been received and no claim has been made relating to the incorrectness of
any of the aforementioned compulsory books, or which must be corrected.

5. Financial and accounting information

(a) The financial statements of the Company as of [ ] provided to the Purchaser (the
Financial Statements):

(i) are complete and accurate in all material respects;

(ii) provide a true and fair view of the assets and the financial situation of the
Company on the date stated thereunder; and

(iii) have been drafted in accordance with accounting principles and in accordance with
the applicable law and regulations.

(b) From the date of the Financial Statements until de date of this Agreement:

(i) there has been no occurrence in relation to the Company which could materially
adverse the financial situation or the assets of the Company as they are reflected in
the Financial Statements;

(ii) all acts and transactions undertaken by the Company have been duly registered and
accounted following the applicable law and regulations; and

(iii) there has been no material change in the accounting policies nor in the valuation
criteria applied by the Company.

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 6. Real Estate

All real estate leased by the Company (the Leased Real Estate) (i) are in a good state of
repair and are suitable for the purposes for which they are to be used, having been subject to
suitable periodic maintenance; and (ii) comply with all of the applicable regulations, including,
but not limited to, regulations relating to construction, planning, building or licenses.

7. Environmental

(a) The Company has complied with the applicable environmental regulations. Likewise, the
Company has not received any communication evidencing existence of Pollutants within
the Leased Real Estate or related to the fact that there has been an emission or possible
emission of Pollutants affecting the Leased Real Estate (including soil, subsoil or waters).

(b) For these purposes, Pollutants means any class of substance or contaminating,
poisonous or dangerous waste, or solid refuse or any other class of pollutants, considered
as such under the Spanish regulations.

8. Moveable assets

(a) The Company has legitimate title over all of the moveable assets used for the
development of its activities, including, but not limited to, equipment, machinery, tools,
information technology equipment, furniture, motor vehicles and other analogous or
complementary material elements.

(b) All of the owned movable assets are free of any charge or encumbrance, and in relation to
the same there is no claim or litigation pending, they are in a good state of maintenance,
apart from normal wear and tear, and are suitable for the purposes for which they are
intended.

9. Intellectual Property Rights

(a) The Companys Intellectual Property Rights are sufficient for the purpose of operating the
business activities comprising its corporate purpose as it has done to date and those rights
are registered or in the process of being registered, where necessary, and are currently in
force.

(b) For these purposes, Intellectual Property Rights means the industrial property rights
(derechos de propiedad industrial) related to patents, trademarks, industrial designs and
other sui generis rights of exploitation or economic nature owned or licensed by the
Company.

10. Credits

All the credits of the Company haven been arisen in the ordinary course of business and are
reflected in the Financial Statements for the corresponding amounts. The Financial Statements
contain provisions related to bad credits of the Company in the corresponding amounts in
accordance with the applicable accounting regulations.

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 11. Taxes

The Company has performed and is up to date with all of their obligations to pay taxes, file
returns, documents and make payments, to give communicate information or other established
obligations in the applicable regulations, together with the payment of any other costs, duties or
other amounts to be paid to any authorities or public bodies or to third parties, and which are
necessary to carry out its activities.

12. Insurance

The Company holds insurance policies covering the ordinary risks of the industry in which they
operate. Those insurance policies are in force and in good standing as regards premium
payments.

13. Employment

(a) The Company complies with the applicable regulations of employment, including any
collective bargaining agreements, and is up to date with the payment of all remuneration
due to its employees.

(b) The Company complies with the applicable regulations relating to the Social Security, has
made all of the payments due, and has provided with the documentation due and
communications and information required.

(c) There are no outstanding obligations to pay pensions contributions to pension schemes or
to other similar funds in favour of present employees, managers or directors of the
Company, [as an exception of those referred to in Schedule [ ] attached hereto.]

14. Litigation

(a) There are no actions, claims, disputes, legal or administrative proceedings or arbitration
proceedings in progress or pending which affect the Company, [as an exception of those
litigations referred to in Schedule [ ] attached hereto.]

(b) The Company has not breached any legal judgement, administrative decision or final
arbitration award.

15. Compliance with licences and authorisations

The Company has obtained all of the authorisations, licences and permits which are required in
order to undertake its activity in the business which the Company undertakes. The
aforementioned authorizations, licences and permits are fully in force, and are not subject to any
condition, restriction or other limitation and there is no reason for the withdrawal, revocation,
cancellation or suspension.

16. Contracts

(a) All of the contracts entered into by the Company which shall remain in force after
Closing Date pursuant to this Agreement (i) are within the scope of the Companys
corporate purpose and are entered into in the ordinary course of business; and (ii) do not
breach any applicable law or regulation.

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(b) The Company has substantially performed the terms and conditions of the agreements to
which they are parties and which are material to their business activities. The Seller has
no knowledge of any breach of those agreements by the counterparties to them.

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 Representation and Warranties of the Purchaser

1. Capacity of the Purchaser

(a) The Purchaser is a legal entity, duly incorporated and validly existing in accordance with
the laws under which it has been incorporated.

(b) The Purchaser has the necessary legal capacity to subscribe, sign, grant and fulfil this
Agreement

(c) The Purchaser has obtained all the consent, licenses, authorizations, waivers or corporate,
governmental or administrative exemptions necessary to execute this Agreement and the
other supplementary and ancillary. This Agreement and any other supplementary and
ancillary agreements have been executed and formalised by the Purchaser, constituting a
valid, binding and enforceable obligation under its own terms, and it does not infringe its
signature or the enforcement of any law, articles of association, agreement or instrument
of which the Purchaser or its partners are a party to or which create obligations for them.

(d) The Purchaser representative is duly empowered to subscribe this Agreement and any
other supplementary and ancillary agreements in the name and on behalf of the Purchaser.

(e) The signature, enforcement and fulfilment of this Agreement and/or the supplementary
and ancillary agreements by the Purchaser: (i) do not infringe any rule, law or regulation
applicable to the Purchaser, nor any agreement or contract to which the Purchaser or its
partners and/or shareholders are a party or pursuant to which the Purchaser or its partners
and/or shareholders have an obligation, nor require the consent of any other third party;
nor (ii) are contrary to any competent authoritys (judicial, administrative or other)
decision, order, instruction or mandate.

(f) The Purchaser (i) does not have the obligation to issue any announcement, consultation,
notification, report or make a deposit; or (ii) requires the consent, approval, authorisation
or permission, where appropriate, for the signature and/or execution of the subscription of
this Agreement or any other supplementary and ancillary agreements.