0001193125-16-656553 Sample Contracts

iMOBILEMAGIC SHARE PURCHASE AGREEMENT
Share Purchase Agreement • July 25th, 2016 • Smith Micro Software Inc • Services-prepackaged software

THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into this 19th day of July, 2016, by and between SMITH MICRO SOFTWARE, INC., a Delaware corporation (“Buyer”), on the one hand, and each of the shareholders of the Company listed on Exhibit A hereto (the “Sellers”), on the other hand. Certain capitalized terms used in this Agreement are defined on Exhibit B hereto.

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ESCROW AGREEMENT
Escrow Agreement • July 25th, 2016 • Smith Micro Software Inc • Services-prepackaged software • New York

This ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this “Agreement”) is made and entered into as of July 19, 2016, by and among each of the shareholders of the Company listed on Exhibit A hereto (the “Sellers”), Smith Micro Software, Inc., a Delaware corporation (“Buyer”, and together with Sellers, sometimes referred to individually as a “Party” or collectively as the “Parties”), and Computershare Trust Company, N.A. (the “Escrow Agent”).

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