UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 12, 2014

SPS Commerce, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s Telephone Number, Including Area Code (612) 435-9400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On October 12, 2014, we, together with our wholly owned subsidiary SPS Commerce Australia Pty Ltd, entered into and completed an asset purchase agreement with Leadtec Systems Australia Pty Ltd, known as Leadtec, and its affiliates, Advanced Barcode Solutions Pty Ltd, Scott Needham and Leading Technology Group Pty Ltd. Under the asset purchase agreement, we purchased and acquired from Leadtec substantially all of the assets used in Leadtec’s business. Leadtec is in the business of cloud-based integration solutions. We paid Leadtec $12.7 million in cash and issued 43,595 shares of our common stock to Leadtec and assumed certain liabilities of Leadtec.

This description of the asset purchase agreement does not purport to be complete and is qualified in its entirety by reference to the asset purchase agreement, which is attached as Exhibit 2.1 to this report and is incorporated herein by reference.

The information set forth under Item 1.01 of this report is incorporated herein by reference. A copy of the press release announcing the completion of the acquisition is also attached to this report as Exhibit 99.1.

Pursuant to the asset purchase agreement described in Item 1.01, on October 12, 2014 we issued an aggregate of 43,595 shares of our common stock to Leadtec in an unregistered transaction. We did so in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering, and Rule 506 promulgated thereunder, in view of the absence of a general solicitation, the limited number of offerees and purchasers, and the representations and agreements of Leadtec in the asset purchase agreement.

The following financial statements are filed herewith as Exhibit 99.2:

The following financial statements are filed herewith as Exhibit 99.3:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit 2.1

Asset Purchase Agreement

Leadtec Systems Australia Pty Ltd

Advanced Barcode Solutions Pty Ltd

Scott Needham

Leading Technology Group Pty Ltd

SPS Commerce Australia Pty Ltd

SPS Commerce, Inc

Recitals

Operative provisions

Accounting Standards means:

Accounts means:

Accounts Date means 30 June 2014.

Accounts Receivable means all trade debts and other rights to payment arising from the operation of the Business before the Completion Date (whether or not invoiced before the Completion Date and whether or not due and payable before, on or after the Completion Date), but not paid by the Completion Date.

Adjustment Date means the date that is three Business Days after the date on which the Final Completion Accounts are final and binding on the parties.

Agreement means this asset purchase agreement.

Assets means the property and assets owned or used by the Vendors in the Business as at Completion including:

and excluding the Excluded Assets.

Assume means, in respect of an Assumed Liability that the Purchasers must assume, pay, carry out, perform, observe, complete and comply with, each and every obligation and Liability constituting the Assumed Liabilities in accordance with the terms and conditions applying to each of those obligations and Liabilities as if each and every one of those obligations and Liabilities were the obligation and Liability of the Purchaser.

Assumed Liabilities means the liabilities relating to or arising exclusively out of the operation of the Business or ownership or use of the Assets which are listed in the Final Completion Accounts including:

AUD means Australian dollar, the lawful currency of Australia.

AUD to USD Exchange Rate means the closing mid rate as quoted by the Reserve Bank of Australia on 8 October 2014 (Melbourne, Australia time).

Authorisation means:

Books and Records means originals and copies in machine readable or printed form of all registers, books, reports, correspondence, files, records, accounts, documents and other material, in the possession or control of the Vendors, about or used in connection with the Business, the Assets and/or the Transferring Employees including all:

Business means all products and services offered, performed, or provided by LSA as at Completion, including the business carried on by LSA of supplying specialised EDI messaging, catalogue synchronisation, analytics, scan packing/logistics and VAN services.

Business Day means a day that is not a Saturday, Sunday or a public holiday or bank holiday in Victoria, Australia.

Business Names means any business name or trade name (other than a Trade Mark) under which the Business or any part of it is carried on as at Completion, as set out in Part A of Schedule 3.

Cash means any cash on hand or credited to an account with a bank or other financial institution and cash equivalents (as that term is defined in the Accounting Standards) to which the Vendors are beneficially entitled.

Claim means any claim, cost (including legal costs on a solicitor and client basis), damages, debt, expense, Tax, Liability, loss, obligation, allegation, suit, action, demand, cause of action, proceeding or judgment of any kind however calculated or caused, and whether direct or indirect, consequential, incidental or economic.

Collection Period means the period of 12 months from the Completion Date.

Company Names means all names of companies connected or associated with the Business.

Completion means completion of the sale and purchase of the Assets under clause 5 of this Agreement.

Completion Accounts means the Working Capital statement of the Business as at the Effective Time and the Debt statement of the Business as at the Effective Time prepared in accordance with Schedule 2.

Completion Accounts Principles means the principles, policies and procedures set out in Part A of Schedule 2.

Completion Date means the date of this Agreement.

Completion Payment Amount means AUD14,600,000, minus the Deposit.

Computer Software means all originals and copies of all computer software (together with all related source code, object code, manuals and documentation) used in connection with the Business, where the IP Rights in such computer software are owned by the Vendors.

Confidential Information means all:

Consequential Loss means any loss, not arising naturally according to the usual course of things from the relevant breach, whether or not such loss may reasonably be supposed to have been in the contemplation of both parties, at the time they made the contract, as the probable cause of the relevant breach.

Consideration has the same meaning as in the GST Act.

Contracted Employee means each Employee to whom an offer of employment is made pursuant to clause 7.1(b).

Contracts means:

and Contract means any one of them but excludes:

Control means any situation where a person or persons (each a “Controlling Person”) has, or is entitled to acquire, the right or power to secure whether directly or indirectly, that the affairs of another person (“the Controlled Person”) are conducted in accordance with the wishes of the Controlling Person including, if one or more Controlling Person holds:

Without limiting this, there is attributed to any Controlling Person:

Data Room means the data room hosted by Drop Box on behalf of the Vendors to which the Purchasers and their Representatives had access to information and materials relating to the Business, the Assets and the Employees.

Data Room Documentation means all information and materials made available in the Data Room (in electronic copy) or provided in response to requests for information and materials made by a Purchaser or its Representatives to any Relevant Party, in each case at any time up to and including the date of this Agreement.

Debt means any debt of the Vendors or non-current liabilities of the Vendors Assumed by the Purchasers as at Completion as listed in the Final Completion Accounts (except to the extent that they are included in the calculation of Working Capital).

Debtor means a debtor of the Business as at Completion.

Deed of Assignment of Intellectual Property means a deed of that name to be entered into at Completion between either of the Vendors (as assignor) and SPS Commerce (as assignee) in the form set out in Annexure 2 in respect of the assignment of the registered Intellectual Property.

Deed of Release means each deed of the name under which each Security Interest Holder agrees to unconditionally release the relevant Assets from all Security Interests other than Permitted Security Interests.

Deposit means:

Disclosure Letter means the letter from the Vendors to the Purchasers disclosing certain qualifications and exceptions to the Warranties, and provided to the Purchasers 3 days prior to the date of this Agreement.

Disclosure Material means:

written material or other written information relating to the Business, the Employees or the Assets which has been disclosed by the Vendors or its advisors on or before the date of this Agreement to the CFO of the Purchaser Guarantor, John Strenger, Boyd Johnson, Kim Nelson, Jamie Thingelstad, Charley Hackerson, Peter Zaballos, Archie Black, Jim Frome, Deb Ratelle, Briana Naescher, Christian Oppel, Ann Ducatelli, Candice Heggelund and Sanil Khatri.

Dispute Notice means the written notice under clause 6.3(b) of any dispute about the Completion Accounts.

Disputed Escrow Amount means the numbers of Escrowed Shares calculated as A in the following formula:

A = B/C

Where:

A means the number of Escrowed Shares;

B means the Pending Warranty Claim Amount; and

C means the means the volume-weighted average trading price of one share of SPS Common Stock on the Nasdaq stock exchange over the 30 day period ending on the Payment Date or Final Payment Date (as applicable), using the AUD to USD Exchange Rate given on the Payment Date or Final Payment Date (as applicable),

Plus, if the value of A is greater than the number of Escrowed Shares in the Escrow Account on the Payment Date or the Final Payment Date (as applicable), an amount of cash in the Escrow Account (if any) such that the value of A plus the cash in the Escrow Account equals B.

Disputed Items means the items and amounts in the Completion Accounts that are in dispute or any other matter in respect of which the Vendor disagrees with in relation to the Completion Accounts.

Divest means transfer, sell, mortgage, charge or encumber.

Domain Names means the registered domain names set out in Part C of Schedule 3.

Effective Time means 11.59 pm on the day immediately before the Completion Date.

Employee Benefits means wages, salary, bonuses, commissions, superannuation, insurances, payments in respect of Leave Entitlements, notice benefits, redundancy benefits, termination benefits and any other benefit or Liability (including Tax) referable to an employee’s employment, period of employment, or service with the Vendors.

Employee Entitlements Amount means the aggregate of all accrued but untaken annual and long service leave entitlements and rostered days off of Transferring Employees for the period of the Transferring Employees’ employment by LSA or any predecessor owners of the Business before the Employee Transfer Date, to the extent those entitlements are unpaid immediately prior to the Employee Transfer Date (for the avoidance of doubt, this will be the Effective Time for the Key Employees).

Employee Service Fee means, in respect of an individual Contracted Employee, the daily cost of that Contracted Employee including salary, wages, overtime, allowances, superannuation, and other direct costs associated with employment of that Contracted Employee multiplied by the days expended performing Employee Services by that Contracted Employee.

Employee Services means, in respect of each Contracted Employee, the duties performed or services provided by that Contracted Employee in respect of the Business at the Effective Time.

Employee Transfer Date means, in respect of an Employee, the date on which a Transferring Employee is due to commence, and will commence employment with the Purchaser, pursuant to an offer of employment made to that Employee under clause 7.1.

Employees means the employees of LSA engaged in the Business as listed in Part A of Schedule 5 but excludes any employee who resigns prior to the Completion Date.

Environmental Laws means any law about the environment, planning, building or local government and including a law about:

Escrow Account means the account established under clause 4.

Escrow Agent means The Trust Company Limited.

Escrow Agreement means an agreement substantially in the form of the agreement set out in Annexure 1.

Escrowed Shares means the number of fully paid SPS Common Stock to be allotted in part payment of the Purchase Price and calculated in accordance with clause 3.2.

Escrowed Shares Price means the volume-weighted average trading price of one share of SPS Common Stock on the Nasdaq stock exchange over the 30 day period ending on 8 October 2014 (Minneapolis, USA time) (“Valuation Date”), using the AUD to USD Exchange Rate given on the Valuation Date.

Excluded Assets means:

Excluded Liabilities means the Liabilities of the Vendors in connection with the Business or ownership of the Assets:

Expert means an independent firm of chartered accountants selected or nominated by the parties.

Final Completion Accounts means the Completion Accounts that are final and binding on the parties for the purpose of clause 6.

Final Payment Date means the date that is 15 months after the Completion Date.

Financing Change Statement has the meaning given in the PPSA.

Goodwill means the goodwill of the Vendors in the Business including the exclusive right of the Purchasers to represent themselves as carrying on the Business as the successor to the Vendors.

Government Agency means:

GST means goods and services tax as defined in the GST Act or any like tax.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

GST Amount means the amount equal to the GST liability that the Vendors incur in making on any Taxable Supply pursuant to this Agreement.

Guaranteed Obligations means each obligation of the Vendors under or in connection with this Agreement.

IFRS Accounts means:

each prepared in accordance with the International Financial Reporting Standards.

Income Tax Assessment Act means the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth).

Included Current Assets means those items that are listed as current assets of the Business in Part B of Schedule 2, excluding any excluded Working Capital Item.

Included Current Liabilities means those items that are listed as current liabilities of the Business in Part B of Schedule 2, excluding any excluded Working Capital Item.

Insolvency Event means:

the person dies, is imprisoned or becomes incapable of managing his or her own affairs.

Intellectual Property Rights means all rights of the Vendors in or to:

Interest Rate means the 90 day bank bill swap rate plus 2%.

IP Licences means all licences granted to the Vendors for Intellectual Property Rights including:

IP Rights means all rights in or to any copyright, database, patent, design, utility model, trade mark (including any rights in get up or trade dress), brand name, service mark, trade name, domain name, business name, eligible layout right, chip topography right, plant breeder’s right, know-how, Trade Secret, confidential information and any other rights of a proprietary nature in or to the results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields, whether registered, registrable, patentable or not and wherever existing in the world, including all renewals, extensions and revivals of, and all rights to apply for, any of the foregoing rights.

Key Employees means each of the Employees listed in Part B of Schedule 5.

Last Employee Transfer Date means 9:00 am (Melbourne, Australia time) on the date that is 6 days after the Completion Date, or such other earlier date as agreed between the parties.

Leasehold Property means the property detailed in Schedule 4 and all improvements to that property.

Leave Entitlements means annual leave, personal (sick and carer’s) leave, compassionate leave, parental leave, long service leave, rostered days off, time in lieu and any other type of statutory or authorised leave.

Letter of Intent means the non-binding letter of intent sent to LSA from the Vendor Guarantor dated 14 July 2014.

Liabilities means all liabilities, whether actual or contingent, present or future, quantified or unquantified or incurred jointly or severally with any other person.

Licences means all Authorisations held by the Vendors for the Business which are necessary to conduct the Business or complete this Agreement.

Licensed Software means all software used by the Vendors in the Business, but only where the IP Rights in such software are not owned by the Vendors, including:

Management Accounts means the monthly unaudited management balance sheet, profit and loss and cash flow accounts of the Business for each of the monthly periods from 1 July 2014 to the most recent month ending prior to Completion (inclusive).

Moral Rights has the meaning given under the Copyright Act 1968 (Cth) and also includes any personal right, wherever existing in the world, protecting an author’s intellectual and personal relations to a work and includes those rights contemplated by Articles 6bis and 14ter of the Berne Convention.

Non-Transferring Employee means an Employee who is not made, or who does not accept an offer of employment with SPS Australia in connection with clause 7 of this Agreement.

Open Source Software means any software, code, programming or other content (“Technology”) licensed from a third party (or derived from or developed with such third party materials) under terms that may require the human readable source code of the Technology (or any part of it) to be made publicly available or that may require the Technology (or any part of it) to be licensed under terms that allow for the modification of the Technology (or any part of it) by future licensees. This includes, any Technology which is Open Source Initiative certified or is licensed or developed pursuant to the following agreements: the GNU General Public License; the GNU Library or Lesser General Public License (LGPL); the BSD License (including both the BSD 3-Clause “New” or “Revised” license and the BSD 2-Clause “Simplified” or “FreeBSD” license); the Mozilla Public License (including the Mozilla Public License 2.0); the Apache License (including the Apache License 2.0); the MIT license; the Common Development and Distribution License; the Eclipse Public License; and any other licence for open source software which has been approved by the Open Source Initiative.

Patents means the patents listed in Part D of Schedule 3.

Payment Date means that date that is 9 months after the Completion Date.

Pending Warranty Claim means a Warranty Claim made on or before the Payment Date or the Final Payment Date (as applicable) by the Purchasers against the Vendors in accordance with this Agreement, which is not yet Settled or Determined on the Payment Date or the Final Payment Date.

Pending Warranty Claim Amount means the Purchasers’ reasonable estimate of the amount of the loss or damage, if any, arising out of a Pending Warranty Claim.

Permitted Security Interest means:

Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth).

Plant and Equipment means all fixed and loose plant, equipment, machinery, furniture, fixtures and fittings, computer hardware, vehicles, and all other tangible assets owned by/used in the Business by the Vendors as set out in Schedule 8.

PPS Register means the register of personal property and securities established and maintained by the Registrar under the PPSA.

PPS Lease has the meaning given to the term “PPS Lease” in the PPSA.

PPSA means the Personal Property Securities Act 2009 (Cth).

Property means the Leasehold Property.

Property Lease means the Lease and licences held for the Leasehold Property.

Purchase Price means:

Purchaser Guaranteed Obligations means each obligation of the Purchasers under or in connection with this Agreement.

Purchaser Warranties has the meaning given in clause 19.1.

Recurring Customer means a customer of the Business which is party to a Recurring Customer Agreement on the date of Completion.

Recurring Customer Agreement means an agreement between a Recurring Customer and SPS Commerce or the Vendors in relation to services provided by the Business.

Recurring Customer Revenue means, in relation to a particular Recurring Customer, the revenue from fees paid by that Recurring Customer (excluding any one-time fees) to either of the Vendors for services provided by the Business in the 12 months prior to Completion, as calculated by the Purchasers pursuant to clause 10.6, and excludes any non-recurring revenue.

Related Body Corporate has the same meaning as in section 50 of the Corporations Act 2001 (Cth).

Relative has the same meaning as in the Income Tax Assessment Act.

Relevant Party means any of the Vendors and their Representatives.

Relevant Schemes means all superannuation schemes, retirement benefit schemes or other pension schemes or arrangements:

and Relevant Scheme means any one of them.

Rental Assets means assets in the possession or control of and/or owned or used by the Vendors in the Business (other than the Leasehold Property and Licensed Software) which are the subject of the Rental Contracts.

Rental Contracts means all lease, rental, hire purchase, credit sale or similar agreements to which any of the Rental Assets is subject.

Representative of a party includes an officer, employee, agent, auditor, adviser, financier (including syndicatees), insurance broker, partner, associate, consultant, joint venturer or sub-contractor of that party or of a Related Body Corporate of that party.

Retained Books and Records means all Books and Records which the Vendors are required to retain by law.

Security Interest means an interest in an asset which provides security for, or protects against default by, a person for the payment or satisfaction of a debt, obligation or liability including a mortgage, charge, bill of sale, pledge, deposit, lien, encumbrance, hypothecation, or arrangement for the retention of title or any other arrangement under which money or claims to, or the benefit of, a bank or other account may be applied, set-off or made subject to a combination of Accounts.

Security Interest Holder means a holder of a Security Interest (other than a Permitted Security Interest) over the Assets.

Settled or Determined means an agreement in writing signed by either of the Vendors and the Purchasers in respect of one or more relevant Warranty Claims or other matter, and a determination shall mean (i) a final determination by the Expert; or (ii) a judgement of the Federal Court of Australia or courts of Victoria, Australia.

Software means the Computer Software and the Licensed Software.

SPS Common Stock means ordinary shares in the capital of SPS Commerce, Inc.

Stakeholder means Rigby Cooke Lawyers ABN 58 552 536 547.

Stakeholder Deed means the escrow deed dated 17 July 2014 between LSA, the Purchaser Guarantor and the Stakeholder.

Sub-lease and Licence means the sub lease and licences for the property known as 12 Wesley Court, Burwood East and in the form of the agreement set out in Annexure 4.

Supply has the same meaning as in the GST Act.

Target Working Capital means negative AUD100,000.

Tax means a tax, levy, charge, impost, deduction, withholding or duty of any nature (including stamp and transaction duty and GST, value added or similar tax) at any time:

any related interest, expense, fine, penalty or other charge on those amounts.

Tax Invoice has the same meaning as in the GST Act.

Tax Warranties means the representations, warranties and covenants made by the Vendors at clause 9 of Schedule 1 and “Tax Warranty” means any one of them.

Taxable Supply has the same meaning as in the GST Act.

Third Party Interest means any Security Interest, lease, license, option, voting arrangement, easement, covenant, notation, restriction, interest under any agreement, interest under any trust, or other right, equity, entitlement or other interest of any nature held by a third party.

Trade Mark Licence Agreements means those trade mark licence agreements, registered user agreements or appointments held for the Trade Marks.

Trade Marks means the trade marks, service marks, brand names, or rights about the get up or trade dress of any product, packaging or outlet, logos, slogans and similar rights owned, whether registered or not, used or licensed for use by the Vendors in connection with the goods and/or services made available by the Business, including but not limited to those listed in Part B of Schedule 3.

Trade Secrets means all confidential business information which provides the Business with a competitive edge, including but not limited to those confidential business processes, methods, practices or commercial secrets set out in Part H of Schedule 3.

Transfer Notice means a written notice substantially in the form set out in schedule 2 of the Escrow Agreement, executed in accordance with the terms of this Agreement.

Transferring Employees means Employees who accept SPS Australia’s offer of employment and are to be engaged by SPS Australia from the Completion Date.

Transition Services means the provision of James Rowland to provide services to SPS Australia at SPS Australia’s direction, and such other services as may be agreed between the Vendors and the Purchaser after Completion.

Transition Service Fee means, in respect of the Employee of LSA who is supplying the Transition Services, the daily cost of that Employee including salary, wages, overtime, allowances, superannuation, and other direct costs associated with employment of that Employee multiplied by the days expended performing Transition Services by that Employee of LSA.

Undisputed Escrow Amount means the value of the Escrowed Shares and cash in the Escrow Account (if any) that exceeds the Pending Warranty Claim Amount.

USD means United States dollar.

VAN Contracts means all agreements, including interconnect and direct connect agreements with all value added networks, including but not limited to the contracts listed in Schedule 7.

Vendor Associate means:

Vendor Guarantor Warranties means the warranties given by the Vendor Guarantors and set out in Part B of Schedule 1.

Warranties means the representations, warranties and covenants made by the Vendors under clause 17 and “Warranty” means any one of them.

Warranty Claim means any Claim by the Purchasers (or any person making a Claim through or on behalf of the Purchaser) against the Vendors for breach of any of the warranties or under any of the indemnities under this Agreement.

Working Capital means, as at the Effective Time, the extent to which the Included Current Assets (excluding Cash) exceeds the Included Current Liabilities (including deferred revenue liabilities), as shown in the Final Completion Accounts and calculated in the manner set out in Part B of Schedule 2.

Awareness of the Purchasers and Purchaser Guarantor

Payments

Sale and purchase

Property and risk to pass

Allocation of Assets between Purchasers

More than one Vendor

will be satisfied by the Purchasers seeking such consent, giving such notice or communication or delivering such items to LSA.

More than one Purchaser

will be satisfied by the Vendors seeking such consent, giving such notice or communication or delivering such items to SPS Commerce.

Going concern

Purchase Price

Escrowed Shares

A = B/C

Where:

B means AUD2,600,000; and

C means the Escrowed Shares Price.

multiplied by:

from the Purchasers.

be held on trust by the Escrow Agent until either the Payment Date, or the Final Payment Date, in accordance with the terms of the Escrow Agreement.

and:

Cross Indemnity

Time and place of Completion

Obligations of the Purchasers on Completion

Obligations of the Vendors on Completion

Non-compliance by the Vendors or Purchasers

Preparation and review of Completion Accounts

Dispute

Determination of Expert

Costs

True-up following Completion Accounts process

No limitations

Offers of employment

Vendors’ obligations to Transferring Employees

SPS Australia’s obligations to Transferring Employees

Employee Benefits for Non-Transferring Employees

Indemnity

Supply of Contracted Employees and Transition Services

(the “Transition Period”).

LSA’s obligations

SPS Australia’s obligations

Assumption of Assumed Liabilities

Indemnity by Purchasers

Limitation on liabilities Assumed by Purchasers

Indemnity by Vendors

Adjustments

Payments

Calculation of Recurring Customer Revenue

Dispute

Receipt of debts owing to Vendor after Completion

Receipt of Accounts Receivable after Completion

Assignment of Lease

Indemnities

Obligations pending assignments

December 2014 Sub-lease and Licence rent obligations

Assignment and novation

Alternative arrangements

Breaches prior to Completion

Breaches after Completion

GST

“the securities represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and have not been registered under any foreign or state securities laws. These securities may not be sold, offered for sale or transferred without first obtaining (i) an opinion of counsel satisfactory to the Company that such sale or transfer lawfully is exempt from registration under the Securities Act and under the applicable foreign and state securities laws; or (ii) such registration has occurred”,

Preservation of Books and Records

Forwarding of correspondence

Financing Change Statement

Taxation information

Access to Books and Records

Discharge of guarantees

are refunded or released on Completion. The Purchasers will enter into substitute guarantees or lodge or provide substitute bonds, deposits or other securities for like amounts.

Vendors’ Insurance

Adjustment for GST

A × R

where:

A is the Consideration for the sale of the Business pursuant to the terms of this Agreement; and

R is the rate of GST,

plus one half (50%) of all penalties and general interest charges under the GST Act in relation thereto.

Tax invoice and input tax credit

Adjustment Event

GST Warranty

Vendors’ Warranties

Vendor Guarantor Warranties

Reliance

Disclosure Material

Indemnity

Prompt disclosure of breach

Assignment of Warranties

Warranty/indemnity payments

Reduction of Purchase Price

Limitations and exclusions to apply

No rescission

Consideration

Guarantee

Vendor right to demand

Principal debtor

the Guaranteed Obligations:

Indemnity

Continuing and independent guarantee and indemnity

Enforcement against the Vendor Guarantor

Obligations of Vendor Guarantors unaffected

Vendor Guarantors’ agreement

Limitations and exclusions to apply

Warranties

Warranties independent

Reliance

Warranties remain in effect

Warranties not affected by investigations

Consideration

Guarantee

Vendors right to demand

Principal debtor

the Purchaser Guaranteed Obligations:

Indemnity

Continuing and independent guarantee and indemnity

Enforcement against the Purchaser Guarantor

Obligations of Purchaser Guarantors unaffected

Purchaser Guarantors’ agreement

Limitations on Purchasers and Purchaser Guarantor’s liability

General obligations

Specific obligation with respect to certain Employees

Penalty for breach

Restraints fair and reasonable

Exceptions

Severability

Disclosure and knowledge limitations

Limitations on quantum

Time limit on Claims

Notice of Claims

Third Party Claims

Other limitations