The Company will deliver to Purchaser, in a denomination equal to the Purchase Price, a Debenture duly executed by the Company; and

the Company shall deliver to the Purchaser the Acquired Shares in book-entry form; and

The Purchase Price is a fixed price and is not subject to any adjustments, e.g. because of a change in the economic condition of the Group Entities or the Business or otherwise; provided, however, that any payments by the Seller under this Agreement for damages, indemnification, in particular under [Sections 10.4 through 13], or otherwise shall be deemed to be, and treated as, a subsequent reduction of the Purchase Price.

counterpart of the Membership Interest Assignment, duly executed by the Purchaser; and

The Purchase Price. The consideration payable by KII for the Assets and equity of INXL and INXH to be sold to it as provided herein shall be an aggregate of Sixteen Million Dollars ($16,000,000) (the “Purchase Price”), payable as follows, and which shall be allocated among the Seller, the Representing Party and LD in such manner as they shall determine in their discretion:

Estimated Closing Purchase Price. Payment of the Estimated Closing Purchase Price and the other amounts specified in [Section 1.4(c)] in accordance with the provisions of [Section 1.4(c)];

Pre-Closing Purchase Price. Not later than two (2) Business Days before the Closing Date, the Stockholders, through the Company, shall prepare and deliver to Purchaser a statement (the “Pre-Closing Statement”) setting forth the Company’s good faith estimate of, each as of the close of business on the Business Day immediately preceding the Closing Date, # the Working Capital, # the Company Debt, # the Severance Obligations, and # the Purchase Price as adjusted by the foregoing in accordance with Section 1.2 (the “Estimated Purchase Price”), together with a consolidated balance sheet of the Company estimated in good faith as of the close of business on the Business Day immediately preceding the Closing Date and all relevant backup materials, in detail reasonably acceptable to Purchaser. The Pre-Closing Statement and such consolidated balance sheet shall be prepared in accordance with IFRS and Spanish GAAP. From the delivery of the Pre-Closing Statement until the Closing Date, Purchaser shall be provided complete and accurate copies of, and have reasonable access upon reasonable notice at reasonable times during business hours to the work papers and supporting records of the Company and its accountants to verify the accuracy of the Pre-Closing Statement. Prior to the Closing Date, the Parties will mutually agree on each of the elements of the Pre-Closing Statement.

Post-Closing Adjustments. After the Closing, the Parties shall make the post-Closing adjustments to the Closing Purchase Price, as applicable, set forth in [Section 2.2(b)] (as so adjusted, the “Purchase Price”).

If the Final Closing Purchase Price is greater than the Estimated Closing Purchase Price, then Buyer shall pay to the Equityholders (pro rata in accordance with their respective Equity Percentages) an amount (in cash) equal to such excess within five (5) Business Days of the final determination of such amount; provided, however, that # all portions of such amount that are payable to Optionholders who are employees of the Company or any of its Subsidiaries as of the date hereof in respect of Company Options shall be paid to the Company, and the Company shall pay to each such Optionholder his or her share of such amount, net of withholding Taxes, in and as part of the first or second normal employee payroll run effected by the Company after the delivery of such funds to the Company; and # all portions of such amount that are payable to holders of Company 102 Shares and Company 102 Options held by the 102 Trustee, will be paid to the 102 Trustee to be held and released in accordance with the agreement with the 102 Trustee, applicable Law (including the provisions of Section 102 of the Israeli Tax Ordinance and the regulations and rules promulgated thereunder, including, where applicable, the completion of any required 102 Trust Period) and the Israeli 102 Tax Ruling (or any other approval from the ITA received either by the Company, prior to Closing, or by Buyer or the Company after Closing with the consent of the Seller Representative). Except for amounts owing to Optionholders who are employees of the Company or any of its Subsidiaries as of the date hereof, any payment pursuant to this [Section 1.4(i)(i)] to an Equityholder shall be payable to such Equityholder in cash according to the method used to pay such Equityholder at Closing (as set forth in [Section 1.4(f)]).

Not later than three (3) business days prior to the applicable Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Statement”) of the estimated Purchase Price payable at Closing inclusive of the purchase price credit for the Shares (the “Closing Amount”), calculated based upon the Purchase Price Adjustments provided in Section 10.03.