EXHIBIT 2.3

CERTAIN CONFIDENTIAL INFORMATION INDICATED BY “[***]” HAS BEEN OMITTED FROM THE FILED COPY OF THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

SHARES PURCHASE AGREEMENT

THIS SHARES PURCHASE AGREEMENT (this “Agreement”), dated as of December 30, 2025 is by and among Hiper Euro GmbH, a limited liability company incorporated and organized under the laws of Germany (“Buyer”), and One Stop Systems, Inc., a Delaware corporation (“Seller”).

RECITALS

AGREEMENT

In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

“Accounting Principles” means the generally accepted accounting principles within the meaning of the HGB and, if applicable, International Financial Reporting Standards (IFRS), as modified by the accounting principles, methods, policies, practices, procedures and classifications set forth on Schedule 1.1, in all cases as consistently applied by the Company in preparing its financial statements

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person. As used herein, the term “control” means the possession, directly or indirectly, of any other power to direct or cause the direction of the management and policies of such a Person, whether through

ownership of voting shares or other securities, by contract or otherwise and any other Person in which such Person or any of its direct or indirect shareholders holds, directly or indirectly, any participation or ownership interest.

“Affiliated Group” means an affiliated group as defined in Section 1504 of the Code (or analogous combined, consolidated or unitary group defined under state, local or foreign Income Tax Law) or in Section 15 et. seq. German Stock Corporation Act (Aktiengesetz – AktG).

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks located in Boston, Massachusetts are authorized or required by Law to close.

“Buyer Indemnified Parties” means Buyer, Holdings, the Company, and Buyer’s other Affiliates and their respective equity holders, directors, managers, officers, employees, agents and representatives.

“Calculation Time” means as of 12:01 a.m. Eastern on the Closing Date.

“Cash” means the aggregate amount of all cash and cash equivalents of the Company and Holdings, determined in accordance with the Accounting Principles using, to the extent in accordance with the Accounting Principles, the same accounting methods, principles, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the determination of the current assets or current liabilities, as applicable, in the preparation of the Balance Sheet, (i) including deposits in transit and received but uncleared checks, wires or drafts, in each case, to the extent there has been a reduction of receivables on account therefor (provided that funds are actually received with respect to such deposits in transit, checks, wires or drafts), and (ii) reduced by the amount of any issued but uncleared checks, wires or drafts; but, in each case, “Cash” does not include any assets or liability included in the calculation of Net Working Capital, Indebtedness, Seller Transaction Expenses, and Income Taxes.

“Closing Cash” means Cash as of the Calculation Time, excluding Restricted Cash. For the avoidance of doubt, “Closing Cash” may be a negative number.

“Closing Indebtedness” means Indebtedness as of immediately prior to the Closing.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Company Data” means all content, data and data compilations, including Personal Information, contained in any databases of the Company or otherwise posted to or accessible from any website of the Company or used by, on behalf of, or necessary to the business of, the Company.

“Computer Systems” means the computer software, computer firmware, computer hardware (whether general purpose or special purpose), telecommunications, equipment, controlled networks, peripherals and computer systems, middleware, servers, workstations, routers, hubs, Internet websites, data, databases, software programs, source code and object code, and user manuals, as well as any outsourced computer systems and processes under the Company’s control, and other similar or related items of automated, computerized and/or software systems that are owned, licensed, leased or controlled by any such Person and used or relied on in connection with its business, including Information Technology.

“Confidential Information” means all information (whether or not specifically labeled or identified as “confidential”), in any form or medium, of the Company or its customers, suppliers, distributors or other business relations, including all information concerning finances, customer information, supplier information, products, services, prices, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales and other commercial strategies, unpatented inventions, ideas, methods and discoveries, trade secrets, know-how, unpublished patent applications and other confidential intellectual property, designs, specifications, documentation, components, source code, object code, schematics, drawings, protocols and processes. Confidential Information shall not include any information that is or becomes generally known to and available for use by the public other than as a result of any acts or omissions of the Seller or any of its Affiliates.

“Contracts” means all contracts, agreements, licenses, bids, commitments, obligations and understandings, in any case whether written or oral, to which the Company is party or by which any of its assets are bound, and all amendments, restatements, supplements or other modifications thereto or waivers thereunder.

“Disclosure Schedules” means the Disclosure Schedules with respect to the representations and warranties set forth in Articles 3, 4 and 5 delivered by Seller and Buyer concurrently with the execution and delivery of this Agreement.

“Distribution Contract” means any Contract where the Company purchases products from a Person for the purposes of reselling such products to a customer of the Company in the ordinary course of business.

“Environmental and Safety Requirements” means any Law that is related to (i) pollution, contamination, cleanup, preservation, protection, reclamation or remediation of the environment, (ii) health or safety, (iii) the Release or threatened Release of, or exposure to, any Hazardous Material, including investigation, study, assessment, testing, monitoring, containment, removal, remediation, response, cleanup, abatement, prevention, control or regulation of such Release or threatened Release, (iv) the management of any Hazardous Material, including the manufacture, generation, formulation, processing, labeling, use, treatment, handling, storage, disposal, transportation, distribution, re-use, recycling or reclamation of any Hazardous Material, or (v) recordkeeping, notification, disclosure or any reporting requirements regarding or relating to items (i) through (iv) above; including the Federal Immission Control Act (Bundes-Immissionsschutzgesetz, BImSchG), the Water Resources Act (Wasserhaushaltsgesetz, WHG), the Circular Economy Act (Kreislaufwirtschaftsgesetz, KrWG), the Federal Soil Protection Act (Bundesbodenschutzgesetz, BBodSchG), the Hazardous Substances Ordinance (Gefahrstoffverordnung, GefStoffV), the Occupational Safety and Health Act (Arbeitsschutzgesetz, ArbSchG) and any applicable federal, state, local or foreign Law having a similar subject matter.

“Equity Securities” means (i) if a Person is a corporation, shares of capital stock of such corporation and, if a Person is a form of entity other than a corporation, ownership interests in such form of entity, whether membership interests or partnership interests, (ii) other securities directly or indirectly convertible into, or exercisable or exchangeable for, any securities described in clause (i) above, (iii) any options, warrants or rights to directly or indirectly subscribe for or purchase, any securities described in clause (i) or (ii) above, or (iv) any agreement containing profit participation or phantom equity features with respect to any Person that is an entity.

“Exchange Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation.

“Fraud” means actual fraud under Delaware law. For the avoidance of doubt, “Fraud” shall not include statutory fraud, constructive fraud, equitable fraud, or negligent misrepresentation or omission.

“Fundamental Representations” means, collectively, the representations and warranties contained in [***].

“German Transfer Deed” means the local law transfer deed by which the transfer of all the Holdings Shares from Seller to Buyer pursuant to Section 2.1 shall be effected, substantially in the form attached hereto as Exhibit A.

“Germany” means the Federal Republic of Germany.

“Governmental Authority” means any court, tribunal, arbitrator, authority, agency, commission, bureau, board, department, official, body or other instrumentality of Germany, the United States, any foreign country, or any domestic or foreign state, province, county, city, other political subdivision, any accrediting body, or any other similar body or organization exercising governmental or quasi-governmental power or authority.

“Government Official” means, collectively, any officer or employee of a Governmental Authority, any Person acting for or on behalf of any Governmental Authority, any political party or official thereof and any candidate for political office.

“Hazardous Material” means any substance, whether alone or in combination with any other substance, capable of causing harm to any person or any other living organism, or damaging to the environment, public health or welfare, including radioactive substances, ozone-depleting substances, asbestos-containing materials, genetically modified organisms, petroleum, lead, polychlorinated biphenyls (PCBs), per- or polyfluoroalkyl substances (PFAS), and any other chemicals, materials or wastes, to the extent identified, regulated or defined as hazardous under applicable German, EU or foreign environmental, health or safety laws, regulations or rules, and including all matters relating to: (i) pollution or contamination of the environment; (ii) the presence, disposal, release, spillage, deposit, escape, discharge, leak, migration or emission of any Hazardous Material or waste; (iii) the exposure of any person to any Hazardous Material or waste; (iv) the health and safety of any person, including any accidents, injuries, illnesses or diseases; (v) the creation or existence of

any noise, vibration, odour, radiation, nuisance or other adverse impact on the environment; or (vi) the condition, protection, maintenance, remediation, reinstatement, restoration or replacement of the environment or any part of it.

“HGB” means the German Commercial code (Handelsgesetzbuch - HGB).

“Improper Payment Laws” means the United States Foreign Corrupt Practices Act of 1977 or any rules or regulations thereunder, the United Kingdom Bribery Act of 2010, and the relevant provisions of German criminal law regarding bribery and corruption in business transactions (Section 299 of the German Criminal Code (Strafgesetzbuch – StGB)) and bribery of public officials (Sections 333, 334 German Criminal Code), in each case to the extent directly applicable.

“Income Tax Liability” means, with respect to Germany, an amount equal to the liability for Income Taxes of the Company unpaid as of the Closing Date that are first due after the Closing Date with respect to such jurisdiction computed for each Pre-Closing Tax Period in accordance with German law.

“Income Tax Liability Accrual” means an amount (which amount shall not be less than zero for any taxpayer in any jurisdiction for any taxable period or portion thereof) equal to the sum of the Income Tax Liability separately calculated for (a) each German tax jurisdiction in which the Company filed Tax Returns for Income Taxes for the last Tax year for which a Tax Return was due (taking into account any applicable extensions granted under German law) and (b) each German tax jurisdiction in which the Company commenced activities on or after the end of such Tax year.

“Income Taxes” means Taxes imposed on, or with reference to imposed on, or with reference to, the taxable income or profits of the Company, including corporation tax (Körperschaftsteuer), trade tax (Gewerbesteuer), and, to the extent applicable, withholding tax on distributions to shareholders (Kapitalertragsteuer), as well as any related solidarity surcharge (Solidaritätszuschlag) or similar assessments under German law but excludes any assets or liability included in the calculation of Indebtedness, Seller Transaction Expenses, and Cash.

“Indebtedness” means, with respect to the Company, without duplication, (i) all obligations for borrowed money, (ii) all obligations evidenced by bonds, debentures, notes, letter of credit, or other similar instruments or debt securities, (iii) all obligations under swaps, hedges or similar instruments, (iv) all obligations for the deferred purchase price of any property or services (other than trade accounts payable and accrued expenses incurred in the ordinary course of business and reflected as accounts payable or accrued expenses in the Final Net Working Capital), including earn-outs, payments under non-compete agreements and seller notes, (v) all obligations created or arising under any conditional sale or other title retention agreement, (vi) all obligations secured by a Lien, (vii) all obligations under each lease which shall have been or should be, in accordance with the Accounting Principles, recorded as a finance lease, (viii) all obligations of any Person which are directly or indirectly guaranteed by the Company or in respect of which the Company has otherwise assured an obligee against loss, (ix) all interest, principal, prepayment penalties, premiums, fees or expenses due or owing in respect of any item listed in clauses (i) through (viii) above, (x) all obligations with respect to any unfunded or underfunded pension schemes or other occupational retirement benefits (betriebliche Altersversorgung under the German Company Pensions Act – BetrAVG), (xi) all severance or similar obligations owed to any Service Provider whose employment with or service to the Company terminated prior to Closing (whether due before or after the Closing) and all employer side payroll Taxes and mandatory matching obligations that are payable or incurred by the Company in connection with or as a result of the satisfaction of such obligations, (xii) earned but unpaid customer rebates, and (xiii) all Liabilities due and payable to Seller or any of its Affiliates to the extent not included in the calculation of Net Working Capital. Notwithstanding the foregoing, “Indebtedness” does not include any assets or liabilities that are included in the calculation of Net Working Capital, Seller Transaction Expenses, and Cash.

“Indemnity Holdback Amount” means either the (a) Initial Indemnity Holdback Amount or (b) Reduced Indemnity Holdback Amount.

“Initial Indemnity Holdback Amount” means fifty percent (50%) of the Initial Retention Amount.

“Initial Retention Amount” means [***].

“Information Technology” means the information technology, computers, computer systems, firmware, middleware, servers, workstations, routers, hubs, Internet websites, data, databases, software programs (including open

source software and third-party licensed software), source code and object code, IT-systems (including hardware, communication systems and network systems), and user manuals owned by, leased by or licensed to the Company.

“Intellectual Property” means any and all of following and all rights in, arising out of, or associated therewith, collectively, in Germany, the United States and all other countries or jurisdictions foreign thereto, (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all Patents, patent applications, and utility models (Gebrauchsmuster), (ii) all Trademarks, all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith and all business names, company names and Internet domains, including domain name registrations and renewals, (iii) all moral rights and copyrights in any work of authorship (including catalogues and related copy, databases, software, and mask works technical documentation, CAD files, circuit layouts, manuals and marketing materials) and all applications, registrations, and renewals in connection therewith and all design rights (Designrechte/Geschmacksmuster), (iv) all trade secrets and confidential business information (including confidential ideas, research and development, know-how, methods, formulas, compositions, manufacturing and production processes and techniques, technical and other data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (v) all websites, computer software and firmware (including source code, executable code, data, databases, user interfaces, algorithms and related documentation), including open source software and software licensed from third parties, as well as cloud services, APIs and SaaS platforms (collectively, “Software”), (vi) all database rights (Datenbankrechte), semiconductor topography rights (Halbleiterschutzrechte), and any other proprietary and intellectual property rights, (vii) all copies and tangible embodiments of any of the foregoing (in whatever form or medium), (viii) the exclusive right to display, reproduce, make, use, sell, distribute, import, export and create derivative works or improvements based on any of the foregoing, and (ix) all other intellectual property rights, whether registered or unregistered, which are necessary for or otherwise material to the operation of the Company’s business.

“International Trade Laws” means any applicable laws, regulations, treaties, directives or orders of any jurisdiction relating to the import, export, re-export, transfer, sanctions, embargoes, customs, anti-boycott or other international trade controls, including, without limitation: (a) applicable German and European Union trade, export and customs laws (b) U.S. export control and sanction Laws (including, without limitation, the International Traffic in Arms Regulations (22 CFR §§ 120-130, as amended)), the Export Administration Regulations (15 CFR §§ 730-774, as amended) and to the extent applicable to the Company’s business or transactions with the United States; (c) all applicable import, export and customs laws of any other country in which the Company conducts business, and any regulations, orders or directives issued thereunder, and (d) export, import and customs laws of other countries in which the Seller or the Company has conducted and/or currently conducts business.

“Knowledge” with respect to Seller, Company or Holdings, means with respect to a particular fact or other matter, the actual knowledge of [***], or the knowledge that any of them reasonably should have after reasonable inquiry; it being understood and agreed that the obligation to conduct a “reasonable inquiry” will be deemed satisfied if the above referenced person inquires to obtain the information known by each of their direct reports.

“Law” means the common law of any state or other jurisdiction, or any provision of any foreign, federal, state or local law, statute, code, act, ordinance, rule, regulation, Order, Permit, judgment, injunction, decree or other decision of any court or other tribunal or Governmental Authority.

“Liabilities” means any indebtedness, liabilities or obligations of any nature whatsoever, whether accrued or unaccrued, absolute or contingent, direct or indirect, asserted or unasserted, fixed or unfixed, known or unknown, choate or inchoate, perfected or unperfected, liquidated or unliquidated, secured or unsecured, or otherwise, and whether due or to become due.

“Liens” means all liens, security interests, claims, mortgages, pledges, assessments, covenants, burdens and other encumbrances of every kind.

“Losses” means any and all Liabilities, losses, damages, awards, judgments, royalties, deficiencies, penalties, fines, Taxes, demands, claims, costs and expenses (including reasonable fees and expenses of attorneys, accountants and other advisors and experts paid in connection with the investigation, prosecution, mitigation, or defense of, and all amounts paid in settlement with respect to, any of the foregoing or any Proceeding relating to any of the foregoing, including in respect of enforcement of indemnity rights hereunder); provided, however, that Losses shall not include any punitive damages except to the extent paid or payable to a third party.

“Managing Director” means [***].

“Minimum Cash” means [***]

“Net Working Capital” means the difference as of the Calculation Time between (i) the book value of the categories of assets that are reflected as current assets on Exhibit F, and (ii) the book value of the categories of liabilities that are reflected as current liabilities on Exhibit F (including (1) all obligations with respect to any bonus, commission, pension contributions, vacation, paid time off, deferred compensation or similar compensation earned by any Service Provider for any period or portion of any period ending on or prior to the Closing Date and all employer side payroll Taxes and mandatory matching obligations that are payable or incurred by the Company in connection with or as a result of the payment of such obligations; (2) an amount equal to all customer deposits and all obligations with respect to deferred revenue; (3) all Liabilities due and payable to Seller or any of its Affiliates related to purchase of goods and spare parts, assumed in the normal course of business; and (4) an amount equal to the Income Tax Liability Accrual), in each case, (A) prepared in accordance with the Accounting Principles using, to the extent in accordance with the Accounting Principles, the same accounting methods, principles, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the determination of the current assets or current liabilities, as applicable, in the preparation of the Balance Sheet and as illustrated on Exhibit F, and (B) excluding any assets or liabilities included in Cash, Indebtedness, Seller Transaction Expenses or Income Taxes.

“Net Working Capital Target” means Euro [***].

“Order” means any order, judgment, ruling, injunction, award, settlement, stipulation, assessment, decree or writ, whether preliminary or final, of any Governmental Authority, or judicial or arbitration authority.

“Party” means any party to this Agreement.

“Patents” means all letters patent and pending applications for patents of Germany and the United States and all countries and jurisdictions foreign thereto and all reissues, reexaminations, divisions, continuations, continuations-in-part, revisions, and extensions thereof.

“Permits” means permits, licenses, registrations, qualifications, approvals, clearances, certificates, waivers, consents, exemptions, variances and authorizations by or of Governmental Authorities and any certification or accreditations by any certifying or accrediting body.

“Permitted Lien” means (a) Liens for Taxes that are not yet due and payable or that are being contested in good faith, in each case for which adequate reserves have been made on the Financial Statements with respect thereto to the extent required by the Accounting Principles, (b) statutory Liens of landlords and workers’, carriers’, materialmen’s, suppliers’ and mechanics’ Liens incurred in the ordinary course of business securing amounts that are not past due, (c) easements, covenants and encroachments which do not, individually or in the aggregate, materially detract from the value of or materially interfere with the present use of the Leased Real Property, and (d) Liens created by or through Buyer upon or after the Closing.

“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated association, corporation or other entity or any Governmental Authority.

“Personal Information” means (a) information that can be used, directly or indirectly, to identify, describe, or locate a natural person, device, or household, and/or (b) is otherwise considered “personally identifiable information,” “personal information,” or “personal data” under applicable Law.

“Pre-Closing Tax Period” means any Tax period ending on or before the Closing Date and the portion of any Straddle Period up to and including the Closing Date.

“Privacy Laws” means all applicable Laws issued by any Governmental Authority, in each case as amended, consolidated, re-enacted or replaced from time to time, relating to the privacy, security, or Processing of Personal Information, including, as applicable, the European General Data Protection Regulation (2016/679) and any implementing German federal or state laws such as the Federal Data Protection Act (Bundesdatenschutzgesetz (BDSG)), the Federal Data Protection Act, or similar privacy and data protection laws, the Federal Trade Commission Act; the Telephone Consumer

Protection Act; the Telemarketing and Consumer Fraud and Abuse Prevention Act; the Controlling the Assault of Non-Solicited Pornography and Marketing Act; the Children’s Online Privacy Protection Act; the California Consumer Privacy Act; the Computer Fraud and Abuse Act; the Payment Card Industry Data Security Standards; the General Data Protection Regulation (2016/679), the e-Privacy Directive (2002/58/EC) and the e-Privacy Regulation (2017/003) and any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding instrument of any European Economic Area member country where the Company has a presence that implements any one of them (in each case as amended, consolidated, re-enacted or replaced from time to time); the UK Data Protection Act 2018; the UK General Data Protection Regulation as defined by the UK Data Protection Act as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019; and the Privacy and Electronic Communications Regulations 2003.

“Privacy Policies” means each external or internal, past or present, training, manual, policy, notice, and/or statement or documents relating to Personal Information, including privacy policies and terms of use.

“Proceeding” means any suit, action, litigation, hearing, inquiry, examination, demand, proceeding, arbitration, mediation, claim, charge, investigation or audit.

“Process” or “Processing” means any operation or set of operations which is performed on Personal Information, such as the use, collection, processing, storage, recording, organization, adaption, alteration, transfer, retrieval, consultation, disclosure, dissemination or combination of such Personal Information.

“R&W Insurance Policy” means that certain Buyer-side representations and warranties insurance policy (including all exhibits, annexes and endorsements thereto) to be issued by the R&W Insurer with an initial retention amount equal to the Initial Retention Amount and a coverage limit equal to [***] in the form attached hereto as Exhibit B.

“R&W Insurer” means [***].

“Reduced Indemnity Holdback Amount” means fifty percent (50%) of the Reduced Retention Amount.

“Related Party” means Seller, Holdings, each director, manager, or officer of Seller, Holdings, and the Company, each family member of any of the foregoing, each trust for the benefit of any of the foregoing, and each Affiliate of any of the foregoing (other than the Company).

“Related Party Transaction” means any Contract, arrangement or transaction between the Company, on the one hand, and any Related Party, on the other hand.

“Release” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, disposing or dumping into the indoor or outdoor environment.

“Restricted Cash” means any cash or cash equivalents (i) collateralizing any obligation or liability, (ii) held as security deposits, (iii) in reserve or escrow accounts, (iv) subject to lockbox, dominion, control or similar Contract, (v) held in trust, custodial, fiduciary, clearing or agency capacities for the benefit of third parties, (vi) otherwise subject to any legal or contractual restriction on the ability to freely transfer or use such cash and cash equivalents for any lawful purpose or (vii) subject to any repatriation costs or similar Tax; provided, however, in each case, “Restricted Cash” shall not include any cash or cash equivalents to the extent an offsetting liability of which has been included in the calculation of the Net Working Capital.

“Reduced Retention Amount” means [***].

“Representatives” means, with respect to any Person, the shareholders, members, directors, managers, trustees, officers, employees, independent contractors, agents, attorneys, accountants, advisors, and other representatives of such Person and of such Person’s Affiliates.

“Sanctioned Jurisdiction” means, at any time, a country, territory or geographical region which is itself the subject or target of any Sanctions (including, without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea, Russia, Sudan and Syria).

“Sanctions” means economic or financial sanctions, requirements or trade embargoes imposed, administered or enforced from time to time by Governmental Authorities with jurisdiction over the Seller or the Company (including the Office of Foreign Assets Control (“OFAC”), the U.S. Department of State and the U.S. Department of Commerce), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or any other relevant Governmental Authority in the jurisdictions in which the Company operates.

“Sanctions Laws” means all Laws and requirements of any jurisdiction, including the U.S., applicable to the Seller or the Company, their Affiliates or any Party to this Agreement concerning or relating to Sanctions, terrorism or money laundering, including, without limitation, (a) Executive Order No. 13224 of September 23, 2001 entitled Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the “Executive Order”); (b) the USA PATRIOT Act of 2001; (c) the U.S. International Emergency Economic Powers Act; (d) the U.S. Trading with the Enemy Act; (e) the U.S. United Nations Participation Act; (f) the U.S. Syria Accountability and Lebanese Sovereignty Act; (g) the U.S. Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010; (h) the Iran Sanctions Act, Section 1245 of the National Defense Authorization Act of 2012; and (i) any similar Laws, rules, regulations and requirements enacted, administered or enforced by the U.S., the United Nations Security Council, the European Union, Her Majesty’s Treasury or any other relevant Governmental Authority in the jurisdictions in which the Company operates.

“Sanctions Target” means any Person: (a) that is the subject or target of any Sanctions; (b) listed in the annex to, or otherwise subject to the provisions of, the Executive Order; (c) named in any Sanctions-related list maintained by OFAC, the U.S. Department of State, the U.S. Department of Commerce or the U.S. Department of the Treasury, including the OFAC list of “Specially Designated Nationals and Blocked Persons”; (d) located, organized or resident in a Sanctioned Jurisdiction that is, or whose government is, the subject or target of Sanctions; (e) which otherwise is, by public designation of the United Nations Security Council, the European Union, Her Majesty’s Treasury, or any other relevant Governmental Authority in the jurisdictions in which the Company operates, the subject or target of any Sanction; (f) with which any Party is prohibited from dealing or otherwise engaging in any transaction by any Sanctions Laws; or (g) owned or controlled by any such Person or Persons described in the foregoing clauses (a)-(f).

“Seller Indemnified Parties” means Seller and the equity holders, directors, officers, employees, agents and Representatives of Seller.

“Seller Taxes” means any Taxes (i) imposed on Seller for any taxable period, (ii) imposed with respect to Holdings or the Company or either of their assets or operations for any Pre-Closing Tax Period, (iii) imposed in connection with the transactions contemplated by this Agreement (including any Transfer Taxes, real estate transfer taxes, or similar taxes under German law, for which the Buyer shall not be liable) (other than the fifty percent (50%) of any Transfer Taxes for which Buyer is responsible), (iv) of any Person other than the Company imposed on the Company as a result of being part of a tax group (Organschaft) or under similar German tax regulations for periods ending on or before the Closing Date, or (v) imposed on Buyer as a transferee or successor of the Seller.

“Seller Transaction Expenses” means (i) all of the fees, costs and expenses incurred by Seller, Holdings, or the Company in connection with, in anticipation of or incident to the negotiation, execution, and delivery of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby, or in connection with or in anticipation of any alternative transactions with respect to Holdings and the Company, including all fees, costs and expenses payable to attorneys, financial advisors, investment bankers, brokers, accountants, consultants or other advisors (but only to the extent engaged by Seller, Holdings or the Company), (ii) all payments by Seller, Holdings, or the Company to obtain any third party consent required under any Contract in connection with the consummation of the transactions contemplated by this Agreement or any Transaction Document, (iii) fifty percent (50%) of the cost of the premiums, together with all Taxes and application, underwriting and similar fees and expenses, in connection with the R&W Insurance Policy, including those to bind the R&W Insurance Policy, for which Seller is responsible pursuant to Section 6.6; (iv) fifty percent (50%) of the cost, expenses, and any indemnities in favor of the Escrow Agent, and (v) other than paid time off, all obligations that arise in whole or in part as a result of the consummation of the transactions contemplated by this Agreement or any Transaction Document under any Contract or Employee Benefit Plan in effect prior to the Closing Date, including all change of control, severance, retention, stock appreciation, phantom stock or similar obligations or any other accelerations of or increases in rights or benefits, and all employer side payroll Taxes and mandatory matching obligations that are payable or incurred by the Company in connection with or as a result of the satisfaction of such obligations. Notwithstanding the foregoing, in accordance with Section 2.6, “Seller Transaction Expenses” shall not include the costs and expenses or any indemnities in favor, of the Notary, any assets or liabilities that are included in the calculation of Net Working Capital or Indebtedness, Income Tax, and Cash.

“Service Provider” means each current and former director, manager, officer, employee, independent contractor, consultant, leased employee or other service provider of the Company.

“Straddle Period” means any Tax period that includes, but does not end on, the Closing Date.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any manager, managing director or general partner of such limited liability company, partnership, association or other business entity.

“Tax” means (i) any and all multi-national, German (including any tax, customs duty (Zölle), and other levy (Ein-/Ausfuhrabgaben) within the meaning of Sec. 3 para. 1–3 of the German Tax Code (Abgabenordnung, AO)), U.S. federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, entertainment, amusement, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, real estate transfer tax, ad valorem, capital stock, social security, unemployment, disability, payroll, church, license, employee or other withholding, composite, contributions to statutory accident insurance, contributions to the Mutual Pension Assurance Association (Pensionssicherungsverein), mandatory contributions to chambers, trade organizations and other public-law corporations if dependent on tax relevant factors, investment supplements, public grants or subsidies, healthcare, escheat or unclaimed property (whether or not considered a tax under applicable Law) or other tax, of any kind whatsoever, including any ancillary charges within the meaning of Sec. 3 para. 4 AO or comparable foreign law provisions; any interest, penalties or additions to Tax, any penalties resulting from any failure to file or timely file a Tax Return, or additional amounts in respect of the foregoing; (ii) liability for the payment of any amounts of the type described in clause (i) above of another Person arising as a result of being (or ceasing to be) a member of any Affiliated Group (or being included (or required to be included) in any Tax Return relating thereto); and (iii) liability for the payment of any amounts of the type described in clause (i) above of another Person as a result of any transferee or secondary liability or any liability assumed by Contract, Law, or otherwise, including without limitation any withholding tax (such as wage tax (Lohnsteuer), capital income taxes (Kapitalertragsteuer), construction-related withholding taxes (Steuerabzug bei Bauleistungen), VAT payable by the recipient), liability arising from intercompany relations or business takeovers, or under tax allocation agreements (Steuerumlageverträge), contractual damage compensation or indemnification agreements as well as duties resulting from liability assessments in connection with taxes (steuerliche Haftungsbescheide).

“Tax Returns” means returns, declarations, reports, notices, forms, claims for refund, information returns or other documents (including any related or supporting schedules, statements or information) filed or required to be filed with any Governmental Authority, or maintained by any Person, or required to be maintained by any Person, in connection with the determination, assessment or collection of any Tax of any Party or the administration of any Laws, regulations or administrative requirements relating to any Tax (including all Tax declarations (Steueranmeldungen), advance Tax declarations (Steuervoranmeldungen) and Tax returns (Steuererklärungen)).

“Trademarks” mean, in the United States and all countries and jurisdictions foreign thereto, registered trademarks, registered service marks, trademark and service mark applications, unregistered trademarks and service marks, registered trade names and unregistered trade names, corporate names, fictitious names, trade dress, logos, slogans, Internet domain names, rights in telephone numbers, and other indicia of origin, together with all translations, adaptations, derivations, combinations and renewals thereof.

“Transaction Document” means any agreement, document, certificate or instrument delivered pursuant to or in connection with this Agreement or the transactions contemplated hereby.

“U.S.” or “United States” means the United States of America.

As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, the Seller represents and warrants to Buyer that the statements in this Article 3 are true, correct and complete as of the date hereof, except as set forth in the Disclosure Schedules.

(a) The Holdings Shares are held as set forth in Recital (B) and constitute the entire share capital or Equity Securities of Holdings, and all of which are held and owned by Seller. Holdings’ commercial register excerpt, articles of association and actual shareholders list attached as Schedule 3.3 contain correct and complete information and correctly shows the ownership of the Holdings Shares. The corresponding capital contributions have been made in full and have not been returned. There is no obligation to make additional contributions in respect of the Holdings Shares and no open or hidden repayments have been made. Holdings has not violated any applicable Laws in connection with the offer, sale, or issuance of any of the Holdings Shares. No Person has a right or claim for the issuance of any new shares or other Equity Securities in Holdings.

(b) The Holdings Shares are free from encumbrances and any third-party rights or other defects of title (Rechtsmängel) based on property rights, contract, or tort, and no third party has any right or claim to be granted such rights or demand assignment of the Holdings Shares. In particular (without limitation), there are no liens, option rights, pre‑emptive rights, rights of first refusal, subscription rights or other acquisition rights of third parties, trust relationships, silent participations or sub-participations with regard to the Holdings Shares. There are no voting agreements, voting trusts or other agreements, commitments or understandings with respect to the voting or transfer of the Holdings Shares. Holdings is not subject to any obligation (contingent or otherwise) to redeem, repurchase or otherwise acquire or retire any of the Holdings Shares. Holdings does not own or otherwise hold, directly or indirectly, any Equity Securities in any other Person other than the Company Shares in the Company.

(a) There are no Proceedings pending or, to Seller’s Knowledge, threatened against or affecting Seller, Holdings, or the Company that seek to restrain or prohibit or to obtain damages or other relief in connection with the transactions contemplated hereby.

(b) There are no Proceedings pending or, to Seller’s Knowledge, threatened, and no Proceedings were filed in the past five (5) years, by, against, or involving Holdings or its assets, properties or businesses, or its Service Providers (solely in the capacity as a Service Provider for Holdings). There has been no Order to which Holdings is or has at any time during the past five (5) years been, subject.

As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, Seller represents and warrants to Buyer that the statements in this Article 4 are true, correct and complete as of the date hereof, except as set forth in the Disclosure Schedules.

(a) The Company is duly organized and validly existing under the laws of Germany, and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. The Company is duly qualified and authorized to transact business in each jurisdiction in which it is required to be so qualified and authorized. Complete and correct copies of the articles of association, the actual shareholder list and an actual excerpt of the commercial register of the Company and all amendments thereto have been made available to Buyer. The Company is under all applicable legal provisions entitled to conduct its business in the way it is currently conducted.

(b) The Company has not been dissolved (aufgelöst) or wound up, and there are no reasons which would justify an administrative cancellation (Amtslöschung) or similar action in the applicable jurisdiction of it. No insolvency or similar proceedings have been initiated against the Company. There are no threat or indications notified to Seller, Holdings, or the Company that such insolvency proceedings will be initiated, nor are any circumstances known that require or would justify the initiation of or a petition for such proceedings. The Company is not over-indebted (überschuldet) or unable to pay its due debts (zahlungsunfähig) and such inability is not impending (drohende Zahlungsunfähigkeit).

(a) The Company Shares are held as set forth in Recital (C) and constitute the entire share capital or Equity Securities of the Company, and all of which are held and owned by Holdings. The Company’s share register attached as Schedule 4.2 contains correct and complete information and correctly shows the ownership of the Company Shares. The corresponding capital contributions have been made in full and have not been returned. There is no obligation to make additional contributions in respect of the Company Shares and no open or hidden repayments have been made. The Company has not violated any applicable Laws in connection with the offer, sale, or issuance of any of the Company Shares. No Person has a right or claim for the issuance of any new shares or other Equity Securities in the Company.

(b) The Company Shares are free from encumbrances and any third-party rights or other defects of title (Rechtsmängel) based on property rights, contract, or tort, and no third party has any right or claim to be granted such rights or demand assignment of the Company Shares. In particular (without limitation), there are no liens, option rights, pre‑emptive rights, rights of first refusal, subscription rights or other acquisition rights of third parties, trust relationships, silent participations or sub-participations with regard to the Company Shares. There are no voting agreements, voting trusts or other agreements, commitments or understandings with respect to the voting or transfer of the Company Shares. The Company is not subject to any obligation (contingent or otherwise) to redeem, repurchase or otherwise acquire or retire any of the Company Shares. The Company does not own or otherwise hold, directly or indirectly, any Equity Securities in any other Person.

True, complete and accurate copies of the Contracts listed or required to be listed on Schedule 4.9(a), together with all amendments and modifications thereto, have previously been made available to the Buyer, or, to the extent any of such Contracts are oral, Schedule 4.9(a) contains a description of the material terms thereof. Each Contract is in full force and effect, is valid, binding and enforceable in accordance with its terms, and is not subject to any claims, charges, set-offs or defenses.

4.27 No Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN Article 3 AND Article 4 OF THIS AGREEMENT (AS MODIFIED BY THE DISCLOSURE SCHEDULE) ARE THE EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. SELLER HEREBY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SUCH MATTERS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT, SELLER HEREBY DISCLAIMS, ON BEHALF OF ITSELF, ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES (A) ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY HOLDINGS, THE COMPANY, THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON AND (B) ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, OPINION, PROJECTION, FORECAST, ADVICE, STATEMENT OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, PROJECTION, FORECAST, ADVICE, STATEMENT OR INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THE BUYER, ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES BY THE COMPANY OR THE SELLER, THEIR RESPECTIVE REPRESENTATIVES OR ANY OF THEIR RESPECTIVE AFFILIATES). FOR THE AVOIDANCE OF DOUBT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NONE OF THE COMPANY, HOLDINGS OR THE SELLER, NOR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE BUYER OR ANY OTHER PERSON REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY AFTER THE DATE HEREOF.

As a material inducement to the Seller to enter into this Agreement and consummate the transactions contemplated hereby, Buyer hereby represents and warrants to the Seller as of the date hereof as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY”

The Releasing Party hereto expressly waives and releases any rights and benefits which it has or may have under any similar Law or rule of any other jurisdiction pertaining to the matters released herein. It is the intention of the Releasing Party through this Agreement and with the advice of counsel to fully, finally and forever settle and release the claims set forth above. In furtherance of such intention, the releases herein given shall be and remain in effect as full and complete releases of such matters notwithstanding the discovery of any additional claims or facts relating thereto.

All documents and instruments delivered to Buyer shall be in form and substance reasonably satisfactory to Buyer or as otherwise agreed in this Agreement.

All documents and instruments delivered to Seller shall be in form and substance reasonably satisfactory to Seller or as otherwise agreed in this Agreement.

[Signature page follows.]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

BUYER:

HIPER EURO GMBH

By: /s/Shahaf Shrager_______________________
Name: Shahaf Shrager
Its: Managing Director

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

SELLER:

ONE STOP SYSTEMS, INC.

By: /s/Michael Knowles______________________
Name: Michael Knowles
Its: Chief Executive Officer