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

REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. 4.1 Organization of Certain Sellers 9 i STG_319977.13 4.2 Authorization of Transaction 4.3 Noncontravention 4.4 No Brokers 4.5 No Other Agreements to Sell the Dourave Shares 4.6 Investment. 4.7 Legal and Tax Advice 4.8 Dourave Shares ARTICLE V. REPRESENTATIONS AND WARRANTIES REGARDING DOURAVE 5.1 Due Organization 5.2 Books and Records 5.3 Capitalization of Dourave 5.4 Subsidiaries 5.5 Consents and Approvals 13 5.6 Financial Statements. 5.7 No Undisclosed Liabilities 5.8 No Changes 5.9 Leases, Premises 5.10 Leases, Premises 5.11 Contracts and Commitments 5.12 Litigation, Proceedings and Applicable Law 5.13 Compliance with Law; Permits. 5.14 Insurance 5.15 Employee Benefit Plans 5.16 Labor Matters 5.17 Tax Matters. 5.18 Environmental Matters. 5.19 No Brokers 5.20 Powers of Attorney; Bank Accounts 5.21 Transactions with Related Parties 24 5.22 Disclosure 5.23 Accuracy of Information 25 ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF BUYER 6.1 Due Organization 6.2 Authorization 6.3 Non-Contravention 6.4 Consents and Approvals 6.5 Investment Company 6.6 SEC Documents. 6.7 No Brokers 6.8 Buyer Shares 6.9 Disclosure 6.10 Accuracy of Information 27 ARTICLE VII. CONDITIONS TO CLOSING 7.1 Conditions to Sellers’ Obligation to Close STG_319977.13 7.2 Conditions to Buyer’s Obligations to Close ARTICLE VIII. POST-CLOSING COVENANTS 8.1 Litigation Support 8.2 Tax Matters. 8.3 Confidential Information 8.4 Public Statements and Press Releases ARTICLE IX. SURVIVAL; INDEMNIFICATION 9.1 Survival of Representations, Etc 33 9.2 Indemnification by the Sellers 9.3 Limitations on Indemnification by the Sellers 34 9.4 Indemnification by Buyer 9.5 Limitation on Indemnification by Buyer 34 9.6 Notice; Defense of Claims 9.7 Payment of Damages 35 ARTICLE X. MISCELLANEOUS 36 10.1 Further Assurances 36 10.2 Assignment 10.3 Notices 10.4 Entire Agreement; Amendments and Waivers 10.5 Service of Process; Consent to Jurisdiction 10.6 Multiple Counterparts 10.7 Exhibits and Schedules 37 10.8 Governing Law 37 10.9 Construction 37 10.10 Expenses 38 10.11 Invalidity 38 10.12 Cumulative Remedies 38 10.13 Specific Performance STG_319977.13 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is entered into as of February 7, 2011 by and among Bullion Monarch Mining, Inc., a Utah corporation (“Buyer”), and the shareholders of Dourave Mining and Exploration Inc., a corporation organized and existing under the laws of Canada (“Dourave”) identified on the signature page hereto (collectively, the “Sellers”).

REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. 4.1 Organization of Certain Sellers 9 i STG_319977.13 STG_331658.1 4.2 Authorization of Transaction 4.3 Noncontravention 4.4 No Brokers 4.5 No Other Agreements to Sell the Dourave Shares 4.6 Investment. 4.7 Legal and Tax Advice 4.8 Dourave Shares ARTICLE V. REPRESENTATIONS AND WARRANTIES REGARDING DOURAVE 5.1 Due Organization 5.2 Books and Records 5.3 Capitalization of Dourave 13 5.4 Subsidiaries 5.5 Authorization 13 5.6 Non-Contravention 5.7 Consents and Approvals 13 5.6 5.8 Financial Statements. 5.7 5.9 No Undisclosed Liabilities 5.8 5.10 No Changes 5.9 5.11 Leases, Premises 5.10 5.12 Leases, Premises 5.11 17 5.13 Contracts and Commitments 5.12 5.14 Litigation, Proceedings and Applicable Law 5.13 5.15 Compliance with Law; Permits. 5.14 5.16 Insurance 5.15 5.17 Employee Benefit Plans 5.16 20 5.18 Labor Matters 5.17 5.19 Tax Matters. 5.18 5.20 Environmental Matters. 5.19 5.21 No Brokers 5.20 5.22 Powers of Attorney; Bank Accounts 5.21 5.23 Transactions with Related Parties 24 5.22 25 5.24 Disclosure 5.23 5.25 Accuracy of Information 25 26 ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF BUYER 6.1 Due Organization 6.2 Authorization 6.3 Non-Contravention 6.4 Consents and Approvals 6.5 Investment Company 6.6 SEC Documents. 6.7 No Brokers 6.8 Buyer Shares 6.9 Disclosure 6.10 Accuracy of Information 27 ARTICLE VII. CONDITIONS TO CLOSING 7.1 Conditions to Sellers’ Obligation to Close STG_319977.13 7.2 Conditions to Buyer’s Obligations to Close ARTICLE VIII. POST-CLOSING COVENANTS 8.1 Litigation Support 8.2 Tax Matters. 8.3 Confidential Information 8.4 Public Statements and Press Releases ARTICLE IX. SURVIVAL; INDEMNIFICATION 9.1 Survival of Representations, Etc 33 9.2 Indemnification by the Sellers 9.3 Limitations on Indemnification by the Sellers 34 9.4 Indemnification by Buyer 9.5 Limitation on Indemnification by Buyer 34 9.6 Notice; Defense of Claims 9.7 Payment of Damages 35 ARTICLE X. MISCELLANEOUS 36 10.1 Further Assurances 36 10.2 Assignment 10.3 Notices 10.4 Entire Agreement; Amendments and Waivers 10.5 Service of Process; Consent to Jurisdiction 10.6 Multiple Counterparts 10.7 Exhibits and Schedules 37 10.8 Governing Law 37 10.9 Construction 37 10.10 Expenses 38 10.11 Invalidity 38 10.12 Cumulative Remedies 38 10.13 Specific Performance STG_319977.13 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is entered into as of February 7, 2011 by and among Bullion Monarch Mining, Inc., a Utah corporation (“Buyer”), and the shareholders of Dourave Mining and Exploration Inc., a corporation organized and existing under the laws of Canada (“Dourave”) identified on the signature page hereto (collectively, the “Sellers”).28 STG_331658.1

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

REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. 4.1 Organization 18 3.1 Organization, Qualification and Corporate Power 18 3.2 Capitalization 18 3.3 Authority 18 3.4 No Conflicts 19 3.5 Financial Statements 19 3.6 Absence of Certain Sellers 9 i STG_319977.13 4.2 Authorization Changes 20 3.7 No Undisclosed Liabilities 21 3.8 Title to and Sufficiency of Transaction 4.3 Noncontravention 4.4 Assets 21 3.9 Tangible Personal Property; Condition of Purchased Assets 21 3.10 Accounts Receivable 21 3.11 Inventory 21 3.12 Real Property 22 3.13 Contracts 22 3.14 Intellectual Property 23 3.15 Tax 24 3.16 Legal Compliance 24 3.17 Litigation 25 3.18 Product and Service Warranties 25 3.19 Environmental 25 3.20 Employees 26 3.21 Employee Benefits 26 3.22 Customers and Suppliers 27 3.23 Transactions with Related Persons 27 3.24 Insurance 28 3.25 Solvency 28 3.26 No Brokers 4.5 No Other Agreements to Sell the Dourave Shares 4.6 Investment. 4.7 Legal and Tax Advice 4.8 Dourave Shares Brokers’ Fees 28 3.27 Securities Law 28 3.28 Disclosure 29 ARTICLE V. IV REPRESENTATIONS AND WARRANTIES REGARDING DOURAVE 5.1 Due THE PRIMO PARTIES 29 4.1 Organization 5.2 Books and Records 5.3 29 4.2 Capitalization of Dourave 5.4 Subsidiaries 5.5 Consents and Approvals 13 5.6 29 i Page 4.3 Authority 30 4.4 No Conflicts 30 4.5 Financial Statements. 5.7 30 4.6 No Undisclosed Liabilities 5.8 31 4.7 Intellectual Property 31 4.8 Taxation 31 4.9 Legal Compliance 32 4.10 Litigation 32 4.11 Environmental 32 4.12 Employees 33 4.13 No Changes 5.9 Leases, Premises 5.10 Leases, Premises 5.11 Contracts and Commitments 5.12 Litigation, Proceedings and Applicable Law 5.13 Compliance with Law; Permits. 5.14 Insurance 5.15 Employee Benefit Plans 5.16 Labor Matters 5.17 Tax Matters. 5.18 Environmental Matters. 5.19 No Brokers 5.20 Powers of Attorney; Bank Accounts 5.21 Transactions with Related Parties 24 5.22 Disclosure 5.23 Accuracy of Information 25 Brokers’ Fees 33 4.14 Form S-1 33 ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF BUYER 6.1 Due Organization 6.2 Authorization 6.3 Non-Contravention 6.4 Consents and Approvals 6.5 Investment Company 6.6 SEC Documents. 6.7 No Brokers 6.8 Buyer Shares 6.9 Disclosure 6.10 Accuracy of Information 27 ARTICLE VII. CONDITIONS TO CLOSING 7.1 Conditions to Sellers’ Obligation to Close STG_319977.13 7.2 Conditions to Buyer’s Obligations to Close ARTICLE VIII. POSTV PRE-CLOSING COVENANTS 8.1 Litigation Support 8.2 Tax Matters33 5.1 Efforts to Satisfy Conditions 33 5.2 Approvals. 8.3 Confidential Information 8.4 Public Statements and 34 5.3 Operation of Business 34 5.4 Full Access 35 5.5 Notice of Developments 36 5.6 Exclusivity 36 5.7 Confidentiality, Press Releases and Public Announcements 36 5.8 Personal Information 37 5.9 Form S-1 37 5.10 Representations and Warranties 37 5.11 IPO Milestones 37 5.12 Delivery of Final Financial Statements 38 ARTICLE IX. SURVIVAL; INDEMNIFICATION 9.1 Survival VI CLOSING CONDITIONS 38 6.1 Conditions to the Primo Parties’ Obligations 39 6.2 Conditions to the Sellers’ Obligations 40 ARTICLE VII TERMINATION 41 7.1 Termination Events 41 7.2 Effect of Representations, Etc 33 9.2 Indemnification by the Sellers 9.3 Limitations on Indemnification by the Sellers 34 9.4 Indemnification by Buyer 9.5 Limitation on Indemnification by Buyer 34 9.6 Notice; Defense of Claims 9.7 Payment of Damages 35 ARTICLE X. MISCELLANEOUS 36 10.1 Further Assurances 36 10.2 Assignment 10.3 Notices 10.4 Entire Agreement; Amendments and Waivers 10.5 Service of Process; Consent to Jurisdiction 10.6 Multiple Counterparts 10.7 Exhibits and Schedules 37 10.8 Governing Law 37 10.9 Construction 37 10.10 Expenses 38 10.11 Invalidity 38 10.12 Cumulative Remedies 38 10.13 Specific Performance STG_319977.13 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is entered into as of February 7, 2011 by and among Bullion Monarch Mining, Inc., a Utah corporation (“Buyer”), and the shareholders of Dourave Mining and Exploration Inc., a corporation organized and existing under the laws of Canada (“Dourave”) identified on the signature page hereto (collectively, the “Sellers”).Termination 42