Form 8-K

8-K — Brand Engagement Network Inc.

Accession: 0001493152-26-019778

Filed: 2026-04-30

Period: 2026-04-30

CIK: 0001838163

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-2.1 (ex2-1.htm)

EX-99.1 (ex99-1.htm)

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8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001838163

2026-04-30

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BNAI:CommonStockParValue0.0001PerShareMember

2026-04-30

0001838163

BNAI:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember

2026-04-30

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or Section 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 30, 2026

Brand

Engagement Network Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-40130

98-1574798

(State

or other jurisdiction of

incorporation

or organization)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

300

Delaware Ave,

Suite

210

Wilmington,

19801

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (307) 757-3650

Not

Applicable

(Former

name or former address, if changed since last report)

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:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

BNAI

The

Nasdaq Stock Market LLC

Redeemable

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

BNAIW

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

April 30, 2026, Brand Engagement Network Inc., a Delaware corporation (the “Company”) entered into a Share Purchase and Transfer

Agreement with Christian Unterseer, in his individual capacity (“Unterseer”), CUTV GmbH, a limited liability company incorporated

under the laws of the Federal Republic of Germany (“CUTV”), Cuneo AG, a stock corporation incorporated under the laws of

the Federal Republic of Germany (“Cuneo”), and GForce 112 GmbH, a limited liability company incorporated under the laws of

the Federal Republic of German (“GForce” and together with Unterseer, CUTV and Cuneo, the “Sellers”) (the “Purchase

Agreement”) pursuant to which the Sellers have agreed to sell all of the outstanding equity interests of Cataneo GmbH, a limited

liability company incorporated under the laws of the Federal Republic of Germany (“Cataneo”) to the Company for an aggregate

purchase price of $19.5 million, consisting of (i) $9 million in cash, and (ii) 250,792 shares of the Company’s common stock, par

value $0.0001 per share (“BEN Common Stock” and such 250,792 shares of BEN Common Stock, the “Equity Consideration”)

at an agreed upon value of $37.88 per share (the transactions governed by the Purchase Agreement, the “Acquisition”), subject

to customary adjustments and offsets as further described herein. Additionally, an aggregate of 26,399 shares of BEN Common Stock issued

as part of the Equity Consideration shall be subject to an escrow arrangement for a period of one year (the “Escrow Period”)

following Closing Date (the “Escrow Shares”). The Escrow Shares may be utilized to offset certain claims, fines, penalties,

outstanding debts or other costs owed by the Sellers following the Closing Date.

The

Purchase Agreement contains customary representations, warranties and covenants, as well as indemnification provisions subject to specified

limitations. Among other things, the Sellers have agreed, subject to certain exceptions, to cause Cataneo to conduct its business in

the ordinary course, consistent with past practice, from the date of the Purchase Agreement until the Closing Date and not to take certain

actions prior to the Closing Date without the prior written consent of the Company.

The

transaction is expected to close on June 30, 2026 and is subject to conditions, including, (i) written confirmation that the Company

has not received any delisting notice or similar notification affecting its listing status with the NASDAQ, (ii) the receipt of customary

third-party approvals and the release of the Sellers from customary bank guarantees, securities and indemnities, (iii) the amending of

Cataneo’s fiscal year to end on June 30 of each calendar year, and (iv) the completion of the Company’s due diligence investigation

of Cataneo (collectively, the “Closing Conditions”).

connection with the signing, the Company paid to Sellers $1 million in cash. The Company has secured capital commitments of $8 million

to fund the remaining cash consideration, $500,000 of which has funded via the sale of common stock at a price of $39.59 per share and

warrants exercisable in one year for $39.59 per share of common stock and the remainder of which will fund prior to closing.

The

Purchase Agreement contains certain customary termination rights for the Company and the Sellers, including the right to terminate the

Purchase Agreement if (i) not all of the Closing Conditions have been satisfied by June 30, 2026, (ii) by Sellers if Buyer has not performed

all of its Closing Actions (as defined therein) within ten business days of the Closing Date, or (iii) the registration process of the

Equity Consideration has not been initiated prior to June 30, 2026 to the satisfaction of the Sellers. Notwithstanding any termination

right, any party may seek specific performance of the other parties to the Purchase Agreement. In the event the Purchase Agreement is

terminated by the Buyers by virtue of Sellers’ fault or by Sellers by virtue of the Sellers’ failure to obtain the necessary

consents, approvals, or waivers or to change Cataneo’s fiscal year end to June 30, the Sellers shall return any consideration paid

by Buyer within 10 business days.

The

Purchase Agreement is filed herewith as Exhibit 2.1 to provide investors with information regarding its terms. It is not intended to

provide any other factual information about the Company, Cataneo or their respective subsidiaries and affiliates. The Purchase Agreement

contains representations and warranties of each of the parties to the Purchase Agreement, which were made only for purposes of the Purchase

Agreement and as of specified dates therein. The representations, warranties and covenants in the Purchase Agreement were made solely

for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including

being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase

Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting

parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or

any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Cataneo or any of their respective

subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may

change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s

public disclosures. The Purchase Agreement should not be read alone, but should instead be read in conjunction with the other information

regarding the Company that is or will be contained in, or incorporated by reference into, the Company’s Annual Reports on Form

10-K, Quarterly Reports on Form 10-Q and other documents that the Company files with the SEC.

The

foregoing description of the Purchase Agreement and the transactions contemplated thereby is only a summary of the material terms thereof,

does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which

is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item

3.02. Unregistered Sales of Equity Securities.

The

information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in response to this Item 3.02. The

issuance of the Equity Consideration will be completed in reliance upon the exemption from the registration requirements of the Securities

Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof as a transaction by an issuer not involving

any public offering.

Item

7.01. Regulation FD Disclosure.

April 30, 2026, the Company issued a press release announcing the execution of the Purchase Agreement. A copy of the press release announcing

the proposed transaction is furnished as Exhibit 99.1 hereto. The information in this Item 7.01, including Exhibit 99.1 attached hereto,

is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Item 7.01,

including the exhibit incorporated by reference herein, shall not be incorporated by reference into any filing under the Securities Act,

regardless of any incorporation by reference language in any such filing, except as shall be expressly set forth by specific reference

in such a filing. The furnishing of the press release is not intended to, and does not, constitute a determination or admission by the

Company that the information in the press release is material or complete, or that investors should consider this information before

making an investment decision with respect to any security of the Company or any of its affiliates.

Forward-Looking

Statements

Certain

disclosures in this report include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements include, without limitation, statements regarding the Acquisition, the ability of the parties to consummate

the Acquisition in a timely manner or at all, the ability of the Company to obtain financing for the Acquisition on favorable terms or

at all, the achievement by the Company of the intended synergies and benefits of the Acquisition, the Company’s business outlook,

industry, business strategy, plans, goals and expectations concerning the Company’s market position, future operations, margins,

profitability, future efficiencies, capital expenditures, liquidity and capital resources and other financial and operating information.

When used in this discussion, the words “anticipate,” “assume,” “believe,” “budget,”

“continue,” “could,” “estimate,” “expect,” “forecast,” “intend,”

“may,” “plan,” “potential,” “predict,” “project,” “should,” “will,”

“future” and the negative of these or similar terms and phrases are intended to identify forward-looking statements in this

report. Forward-looking statements reflect the Company’s current expectations regarding future events, results or outcomes. These

expectations may or may not be realized. Although the Company believes the expectations reflected in the forward-looking statements are

reasonable, the Company can give you no assurance these expectations will prove to have been correct. Some of these expectations may

be based upon assumptions, data or judgments that prove to be incorrect. Actual events, results and outcomes may differ materially from

the Company’s expectations due to a variety of known and unknown risks, uncertainties and other factors. Although it is not possible

to identify all of these risks and factors, they include, among others, (i) uncertainties as to the timing of the Acquisition; (ii) the

risk that the Acquisition may not be completed on the anticipated terms in a timely manner or at all; (iii) the failure to satisfy any

of the conditions to the consummation of the Acquisition, including the ability to obtain financing to fund the Acquisition on terms

that are agreeable to the parties or at all; (iv) the possibility that any or all of the various conditions to the consummation of the

Acquisition may not be satisfied or waived, including the failure to receive major shareholder guarantees, or that any required regulatory

approvals from any applicable governmental entities may not be obtained (or any conditions, limitations or restrictions placed on such

approvals); (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement;

(vi) the effect of the announcement or pendency of the transactions contemplated by the purchase agreement on the Company’s ability

to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business,

or its operating results and business generally; (vii) risks related to diverting management’s attention from the Company’s

ongoing business operations; (viii) uncertainty as to the timing of completion of the Acquisition; and (ix) risks that the benefits of

the Acquisition are not realized when and as expected. Additional information concerning these and other factors can be found under the

caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with

the SEC and in the Company’s Quarterly Reports on Form 10-Q. Any one of these factors or a combination of these factors could materially

affect the Company’s financial condition or future results of operations and could influence whether any forward-looking statements

contained in this report ultimately prove to be accurate. The Company’s forward-looking statements are not guarantees of future

performance, and you should not place undue reliance on them. All forward-looking statements speak only as of the date made and the Company

undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future

events or otherwise.

Item

9.01 Exhibits and Financial Statements.

(d)

Exhibits.

Exhibit

No.

Description

of Exhibit

2.1*

Share Purchase and Transfer Agreement, dated April 30, 2026, by and among Brand Engagement Network Inc., Christian Unterseer, CUTV GmbH, Cuneo AG and GForce 112 GmbH.

99.1

Press Release, dated April 30, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

Certain of the schedules and exhibits to the agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any

omitted schedule or exhibit will be furnished to the SEC upon request; provided, however, that the parties may request confidential treatment

for certain portions of the agreement pursuant to Rule 24b-2 of the Exchange Act, for any document so furnished.

SIGNATURE

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 thereunto duly authorized.

Brand

Engagement Network Inc.

Dated:

April 30, 2026

By:

/s/

Tyler Luck

Name:

Tyler

Luck

Title:

Acting

Chief Executive Officer

EX-2.1

Filename: ex2-1.htm · Sequence: 2

Exhibit

2.1

30 April 2026

Purchase and Transfer Agreement

Cataneo

GmbH

Purchase and Transfer Agreement

between

Christian

Unterseer,

Baumgartenstr.

30a, 83607 Holzkirchen, Germany

hereinafter “Seller 1” -

CUTV

GmbH,

a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the Laws of Germany, having its registered seat in Munich, Germany, registered with the commercial register of the local court of Munich under no. HRB 170892, with business address at Rosenheimer Str. 145d, 81671 Munich, Germany

hereinafter “Seller 2” -

Cuneo

AG,

stock corporation (Aktiengesellschaft) incorporated under the Laws of Germany, having its registered seat in Grünwald,

Landkreis München, Germany, registered with the commercial register of the local court of Munich under no HRB 132321, with business

address at Schloßstr. 19, 82031 Grünwald, Germany

hereinafter “Seller 3” -

Parties 1. to 3. hereinafter each individually a

“Seller” and together the “Sellers” -

GForce

112 GmbH,

a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the Laws of Germany, having its registered seat in Frankfurt am Main, Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt am Main under no. HRB 141591, with business address at Friedrich-Ebert-Anlage 56, 60325 Frankfurt am Main, Germany

hereinafter “Buyer”

and

Brand

Engagement Network Inc.,

a corporation incorporated under the Laws of the State of Delaware, USA, with registered business address 300 Delaware Ave, Suite 210, Wilmington, DE 19801, USA, registered with the Secretary of State of the State of Delaware under File Number 3191463

hereinafter “Brand Engagement Network” or “BEN”-

Parties 1. to 5. hereinafter each individually a

“Party” and together the “Parties” -

1 / 62

Table

of Contents

Interpretation;

Definitions and Exhibits

Interpretation

Definitions;

Exhibits

II.

Sale

and Transfer of the Shares; Consideration

Sale

of the Shares

Transfer

of the Shares

Effective

Date

Consideration

6.1.

Consideration

6.2.

Effective

Date Cash, Effective Date Financial Debt, Effective Date Working Capital

6.3.

Adjustment

Amount, Effective Date Balance Sheet

6.3.1.

Preparation

of the Effective Date Balance Sheet

6.3.2.

Review

by Buyer

6.3.3.

Dispute

Resolution

6.3.4.

Final

Effective Date Balance Sheet

6.3.5.

Costs

and Expenses

6.3.6.

Payment

of the Adjustment Amount

6.4.

Third-Party

Payment and Delivery

6.5.

Severance

Payment Thomas Brönauer

Consideration

Allocation; VAT

Payments

Financing

Commitment

2 / 62

III.

Separation

from Sellers

10.

Pre-Closing

Obligations of Sellers

11.

Separation

Measures and Costs

IV.

Closing

the Transaction

12.

Conditions

to Closing

12.1.

Closing

Conditions

12.2.

Satisfaction

and Waiver of Closing Conditions

13.

Closing

13.1.

Closing

Date

13.2.

Closing

Actions

13.3.

Waiver

of Closing Actions; Closing Memorandum

13.4.

Withdrawal

prior to Closing

13.5.

Post-Closing

Registration of Consideration Shares

Representations

and Warranties

14.

Representations

and Warranties of Sellers

14.1.

General

provisions

14.2.

Authority

of Sellers

14.3.

Conflicts or Consents

14.4.

Required

Approval

14.5.

Existence

of the Affiliate Companies, Title to Shares

14.6.

Insolvency

14.7.

Enterprise Agreements

14.8.

Financial

Statements

14.9.

Undisclosed

Off-Balance Sheet Liabilities, Finder’s Fees, Security Rights

14.10.

Financial

results 2026

14.11.

Material

Contracts

3 / 62

14.12.

Real

Property; Title to Assets

14.13.

Business

Securities

14.14.

Intellectual

Property

14.15.

Information

Technology Systems; Information Technology Agreements

14.16.

Insurance

14.17.

Litigation;

Governmental Orders; Third Party Claims

14.18.

Compliance

with Laws; Permits

14.19.

Data

Protection

14.20.

Employment

Matters

14.21.

Full

Disclosure

14.22.

Sellers

as Investor in Consideration Shares

15.

Buyer’s

Remedies

15.1.

Buyer

Claims

15.2.

Exclusion

of Buyer Claims

15.3.

Prohibiting

Double Recovery

16.

Claim

Procedures

16.1.

Buyer

Claim Procedure

16.2.

Third

Party Claim Procedure

17.

Limitation

of Claims

17.1.

Exclusive

Regime

17.2.

minimis, Basket, Cap

17.3.

Time

Limitations

17.4.

Intentional

or Fraudulent Behavior

18.

Representations

and Warranties of Buyer and BEN

VI.

Covenants

19.

Conduct

of Business until Closing

4 / 62

20.

Further

Assurances

VII.

Tax

Matters

21.

Tax

Representations

22.

Tax

Indemnification

23.

Tax

Refunds

24.

if-Assessment, Pro-Rata Share and Treatment of Payments

25.

Cooperation

on Tax Matters

26.

Survival

VIII.

Indemnification

27.

Indemnification

by Sellers

IX.

Miscellaneous

28.

Expenses,

Interest

29.

Notices

30.

Notice

Changes

31.

Severability

32.

Entire

Agreement

33.

Set-off

34.

Successors

and Assigns

35.

Amendment

and Modification; Waiver

36.

Announcements

37.

Governing

Law

38.

Submission

to Jurisdiction

5 / 62

List

of definitions

Actions

Effective

Date Financial Debt

Adjustment

Amount

Effective

Date Working Capital

Affiliates

Effective

Date Working Capital Shortfall

Base

Amount

Effective

Date Working Capital Surplus

BEN

Employee

Benefits

BEN’s

SEC Documents

Encumbrance

BNAI

Common Stock

Equity

Consideration

Brand

Engagement Network

Escrow

Period

Business

Escrow

Buyer

Claims

Exchange

Act

Buyer

Indemnities

Fairly

Disclosed

Buyer

Warranties

Final

Effective Date Balance Sheet

Buyer’s

Account

Financial

Statements

Calculation

Adjustment Amount

Fiscal

Year Indemnification

Cap

Fiscal

Year Matter

Cash

Consideration

Fundamental

Buyer Warranties

Cataneo

Fundamental

Warranties

Cataneo

VSOP

Indemnification

CAP

Cataneo,

d.o.o.

Information

Technology Systems

Closing

Insurance

Policies

Closing

Actions

Intellectual

Property

Closing

Conditions

Investment

Company

Closing

Date

Key

Employees

Closing

Memorandum

Knowledge

of Buyer

Closing

Knowledge

of Sellers

Company

Leased

Real Property

Company

Intellectual Property

LoI

Company

IP Registrations

Losses

Confirmatory

Due Diligence

Material

Contracts

Consents

Neutral

Expert

Consideration

Offset

Amount

Consideration

Owned

IP Rights

Contentmarket

Partners

Critical

Technologies

PEA

Data

Room

Pension

Commitments

Data

Room Documents

Preferred

Stock

Minimis Amount

Preliminary

Closing Consideration

Deductible

Amount

Real

Property

Disclosure

Schedule

Registrable

Securities

Effective

Date

Registration

Statement

Effective

Date Balance Sheet

Resale Registration

Effective

Date Cash

Sellers’ Knowledge

Sellers’

Accounts

Tax

Disclosure Schedule

Sellers’

Tax

Indemnification Claim

Sellers’

Warranties

Tax

Representation

Severance

Consideration

Third

Party Claims

Severance

Payment Brönauer

Transaction

Severance

RSUs

Transfer

Agent

SPA

old

Transfer

Agent Instruction Letter

Strike

Price

Transfer

Condition

Target

Working Capital

Transfer

Conditions

6 / 62

Preamble

Brand

Engagement Network Inc. (“Brand Engagement Network” or “BEN”), a corporation incorporated under

the Laws of the State of Delaware, United States of America, with registered business address at 300 Delaware Ave, Suite 210, Wilmington,

DE 19801, USA, registered with the Secretary of State of the State of Delaware under File Number 3191463, is engaged in the business

of delivering AI solutions and interactive AI assistants to consumers and businesses through its customizable full-stack platform.

Its shares are publicly traded on the NASDAQ stock exchange under the ticker symbol ‘BNAI’.

BEN

is the sole shareholder of GForce 112 GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated

under the Laws of Germany, having its registered seat in Frankfurt am Main, Germany, registered with the commercial register of the

local court of Frankfurt am Main, Germany under no. HRB 141591, with business address at Friedrich-Ebert-Anlage 56, 60325 Frankfurt

am Main, Germany.

Sellers

are the sole shareholders of Cataneo GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated

under the Laws of Germany, having its registered seat in Munich, Germany, registered with the commercial register of the local court

of Munich, Germany under no. HRB 144834, with business address at 81671 Munich, Gisela-Stein-Str. 20, Germany (“Company”

or “Cataneo” ).

The

business of Cataneo is the development, production, marketing and distribution of media and content management technologies. Cataneo

is developing SaaS solutions, including advertisement sales, scheduling, traffic and rights management, marketing and selling their

solutions worldwide and provide related services (the “Business”).

Cataneo

owns 100% interest in Cataneo, informacijske rešitve, d.o.o., incorporated in Ljubljana, Slovenia, with the business address

at Miklošičeva cesta 30, 1000 Ljubljana. Affiliate has an aggregate registered share capital (Gesellschaftskapital)

of EUR 7,500 (in words: Seven Thousand Five-hundred Euros), collectively owned by Cataneo GmbH, under Interest number 250441, and

Partner number 895697 (“Cataneo, d.o.o.”).

Cataneo

owns 100% interest in Contentmarket AI GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated

under the Laws of Germany, having its registered seat in Munich, Germany, registered with the commercial register of the local court

of München under no. HRB 267327, with business address at 81671 München, Gisela-Stein-Straße 20, Germany (“Contentmarket”;

Cataneo, d.o.o and Contentmarket collectively: “Affiliates”).

The

share capital of the Company amounts to EUR 25,000 (in words: Twenty Five Thousand Euros) and is held by the Sellers as follows (collectively

the “Sellers’ Shares”):

Shareholder

Total

Number of Shares

Consecutive

No. of Shares

Nominal

Amount in EUR

Capital in Percentage

Christian

Unterseer

10,000

40 %

CUTV

GmbH

2,500

10 %

Cuneo

10,000

50 %

2,500

Total

25,000

100 %

Buyer

desires to purchase and acquire the Sellers’ Shares pursuant to the terms and conditions set forth herein. The consideration for

the Sellers’ Shares shall consist partly of a cash payment and partly of a consideration in kind (Sachleistung) in the form

of shares of common stock in BEN to be issued to Seller 1 and Seller 3 (the “Transaction”). The consideration in kind shall

consist of registered and, to the extent legally possible, unrestricted shares in BEN whose transfer to the share accounts of Seller

1 and Seller 3 shall be initiated upon Closing. Buyer shall have the right to arrange for BEN to pay the cash consideration and deliver

the shares in BEN directly to the Sellers on behalf of Buyer.

Sellers

have received satisfactory documentation to proof, that BEN is in a financial position to fund the amount of USD 8,000,000 (in words:

Eight Million US-Dollars) as of the Signing Date (as defined below), such documentation attached to as copy as Exhibit Preamble

10.

Cataneo

maintains a virtual stock option programme for certain managing directors and Key Employees on the basis of the VSOP terms and conditions (the “Cataneo VSOP”). The Transaction contemplated hereunder constitutes, in the understanding of Sellers,

a triggering event under the Cataneo VSOP giving rise to a settlement obligation vis-à-vis the relevant participants. Any

such settlement obligation shall be borne economically in full by Sellers. Sellers intend to assume all obligations (Vertragsübernahme

mit schuldbefreiender Wirkung)

arising thereof as of closing date.

The settlement under the Cataneo VSOP shall be effected

exclusively in cash. No participant or beneficiary under the Cataneo VSOP shall have any right, claim or entitlement to receive any

shares, equity interests or other ownership interests in Cataneo or any of its Affiliates, whether by way of consideration in kind

(Sachleistung) or otherwise.

7 / 62

NOW,

THEREFORE, Sellers and Buyer hereby agree as follows:

Interpretation; Definitions and Exhibits

Interpretation

Unless

expressly provided otherwise herein, for purposes of this Agreement, the following rules of interpretation shall apply:

1.1.

The

headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. Unless expressly otherwise

provided in this Agreement, any reference to a Section, an Exhibit or a Disclosure Schedule is a reference to a Section, an Exhibit

or a Disclosure Schedule of this Agreement.

1.2.

The

Exhibits and Disclosure Schedule shall be construed as an integral part of this Agreement. Any reference to this Agreement includes

this Agreement and the Exhibits and the Disclosure Schedule as a whole.

1.3.

any Person or entity shall, pursuant to this Agreement, use „commercially reasonable efforts”, such Person/entity shall

be required to make a diligent, reasonable and good faith effort to accomplish the applicable objective. Such obligation, however,

does not require an expenditure of material funds or the incurrence of a material Liability, nor does it require to make any concession

or acts in a manner that would be contrary to normal commercial practices under the given circumstances in order to accomplish the

objective. The fact that the objective is or is not actually accomplished is no indication that the Person/entity did, or did not,

in fact use its reasonable commercial efforts in attempting to accomplish the objective.

1.4.

Words

such as “hereof”, “herein” or “hereunder” refer (unless otherwise required by the context) to

this Agreement as a whole and not to a specific provision of this Agreement.

1.5.

The

word “including”, “in particular” or any variation shall be deemed to be followed by the words “without

limitation” and shall not be construed to limit a general statement to the specific exemplary items or matters following it.

1.6.

Any

reference in this Agreement to gender shall include all genders. Words (including definitions) imparting the singular number only

shall include the plural and vice versa.

1.7.

This

Agreement is made in the English language. The English language version of this Agreement shall prevail over any translation of this

Agreement save for German terms inserted in brackets, which shall be authoritative for the purposes of interpretation of the relevant

English term used and shall prevail over any translation of this Agreement. The relevant English term shall be interpreted the same

way throughout the Agreement, unless the context requires otherwise.

1.8.

Wherever

in this Agreement the term “material” or “materiality” or any variation thereof appears, no monetary threshold

set forth in any provision of this Agreement shall be considered in connection with the interpretation thereof unless specifically

and explicitly tied thereto.

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1.9.

Any

monetary thresholds denominated in Euro shall include the equivalent in any foreign currency calculated based on the Exchange Rate

as of the Signing Date.

1.10.

Except

where otherwise specifically set forth herein, references to a specific time herein are references to local time in Munich, Germany.

Definitions;

Exhibits

2.1.

Exhibit

A sets out, for purposes of this Agreement, (i) certain defined terms and (ii) a list of all defined terms used in this Agreement.

2.2.

Exhibit

B sets forth a list of all Exhibits to this Agreement.

2.3.

Exhibit

C sets forth a list of all sections of the Disclosure Schedule to this Agreement.

II.

Sale and Transfer of the Shares; Consideration

Sale

of the Shares

3.1.

Subject

to the terms and conditions set forth herein, Sellers hereby sell and transfer to Buyer, and Buyer purchases and accepts from Sellers

in total one hundred percent (100%) of the Sellers’ Shares free and clear of any mortgage, pledge, lien, charge, security interest,

claim, community property interest, option, equitable interest, restriction of any kind (including any restriction on use, voting,

transfer, receipt of income, or exercise of any other ownership attribute), or other encumbrance (each, an “Encumbrance”

3.2.

The

sale shall be effected with economic and tax effect as of the Closing Date.

Transfer

of the Shares

4.1.

Subject

to the conditions precedent (aufschiebende Bedingungen) pursuant to section 158(1) German Civil Code (BGB) that

all

Closing Conditions set out in Section 12.1 have been fulfilled or duly waived, and

the

Cash Consideration has been received by Sellers in accordance with the terms of this Agreement

(each

a “Transfer Condition” and together the “Transfer Conditions” ), Sellers hereby assign (abtreten)

to Buyer the Sellers’ Shares.

For

the avoidance of doubt, through the purchase of the Sellers’ Shares, Buyer also becomes the indirect owner of the Affiliates.

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4.2.

The

Parties may fully or partly waive the Transfer Conditions by mutual agreement. The effect of any such waiver shall be limited to

eliminating the need that the relevant Transfer Condition be fulfilled and, unless otherwise agreed, shall not limit or prejudice

any claims that a waiving Party may have with respect to any circumstances relating to such Transfer Condition not having been fulfilled.

All Transfer Conditions shall be deemed to irrefutably (unwiderleglich) have been satisfied and the transfer of the Shares

shall be deemed to irrefutably (unwiderleglich) have occurred upon execution of the Closing Memorandum by the Parties.

4.3.

Without

undue delay (unverzüglich) after the fulfilment of the Transfer Conditions, the Parties shall notify the Notary about

the fulfilment of the Transfer Conditions, in particular by submitting a copy of the Closing Memorandum executed by all Parties to

the Notary. The Notary is hereby instructed to submit the updated list of shareholders to the commercial register.

Effective

Date

The

Shares shall be sold and transferred to Buyer and shall be purchased, accepted and acquired by Buyer with effect as of the Closing Date,

at 24:00 hours CET/CEST, (the “Effective Date”), with all benefits and burdens attached to the Shares, including the

right to receive profits or losses, attaching to them as of the Effective Date.

Consideration

6.1.

Consideration

6.1.1.

The

consideration (the “Consideration” ) for the Sellers’ Shares shall consist of a combination of (i) cash

and (ii) BNAI Common Stock (as defined below).

6.1.2.

The

total value of the Consideration shall be the determined as follows:

6.1.2.1.

USD

19,500,000 (in words: Nineteen Million Five Hundred Thousand Dollars) (the “Base Amount”);

6.1.2.2.

plus

the aggregate amount of the Effective Date Cash (as defined below);

6.1.2.3.

minus

the aggregate amount of the Effective Date Financial Debt (as defined below);

6.1.2.4.

plus

the amount of the Effective Date Working Capital Surplus (as defined below);

6.1.2.5.

minus

the amount of the Effective Date Working Capital Shortfall (as defined below).

The

Consideration shall in no event exceed the amount of USD 19,500,000 (in words: Nineteen Million Five Hundred Thousand Dollars) (the “Hard

Cap”). To the extent the determination of the total value of the Consideration pursuant to this Section 6.1.2 results in an

amount exceeding the Hard Cap, the Consideration shall be limited to the Hard Cap. For the avoidance of doubt, to the extent the determination

of the total value of the Consideration pursuant to this Section 6.1.2 results in an amount falling short of the Hard Cap, a corresponding

reduction of the Consideration shall apply in accordance with Section 6.3.

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6.1.3.

basis of a good faith estimate the Parties agree on a preliminary Closing Consideration of USD 19,500,000 (in words: Nineteen Million

Five Hundred Thousand Dollars) (such estimated amount the “Preliminary Closing Consideration”). On the Closing

Date, the Buyer shall pay the Preliminary Closing Consideration as follows:

6.1.3.1.

cash payment in the amount of USD 9,000,000, reduced by an aggregate amount of USD 1,000,000, such reduction reflecting (i) the

consideration payment by BEN under the letter of intent dated March 18, 2026 (the “LoI”), and (ii) the fees previously

paid to Sellers by BEN or representatives of BEN pursuant to the share purchase and transfer agreement entered into between the Sellers

and BEN, notarial deed no. 1558/2024 of notary Lucas Wartenburger, Munich (the “SPA old”), resulting in an effective

cash payment in the amount of USD 8,000,000 “Cash Consideration”), and

6.1.3.2.

transfer of BNAI Common Stock (the “Consideration Shares”), the number of which shall be determined by dividing

USD 10,500,000 (in words: Ten Million Five Hundred Thousand Dollars) by USD 37.88 (the “Strike Price”)

(the “Equity Consideration”). The Consideration Shares shall be assigned as follows:

6.1.3.2.1.

number of Consideration Shares determined by dividing USD 9,500,000 (in words: Nine Million Five Hundred Thousand US-Dollars) by

the Strike Price shall be assigned to the share accounts of Seller 1 and Seller 3 as unrestricted and registered shares and subject

to standard settlement periods under applicable U.S. securities laws and regulations (the “Closing Shares”).

6.1.3.2.2.

number of Consideration Shares determined by dividing USD 1,000,000 (in words: One Million US-Dollars) by the Strike Price (the “Escrow

Shares”) shall be held in escrow by Buyer or by a third party designated by Buyer on Buyer’s behalf, as restricted

stock, until December 31, 2026 (the “Escrow Period”).

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6.1.3.3.

the extent that the calculation and allocation of the Consideration Shares pursuant to this Section 6.1.3 results in a fractional

or odd number, the following rules shall apply:

6.1.3.3.1.

Step

1: Determining number of Consideration Shares

The

total number of Consideration Shares shall be rounded down to the next even whole number. The Cash Consideration shall be increased by

an amount equal to the fractional remainder multiplied by the Strike Price.

For the avoidance of doubt, the Consideration Shares shall be allocated in equal parts between Seller 1 and Seller 3 in accordance with

Section 7.1.

6.1.3.3.2.

Step

2: Determining Closing Shares / Escrow Shares Split

The

number of Closing Shares shall be determined by multiplying the number of Consideration Shares by the ratio of the Closing Shares value

to the total Consideration Shares value as set forth in Section 6.1.3.2 (i.e., USD 9,500,000 / USD 10,500,000) and rounded down to the

next even whole number. Any Consideration Share(s) exceeding the number of Closing Shares shall be Escrow Shares.

Example:

Assuming a Strike Price of USD 33.00, the Consideration Shares would be calculated and allocated as follows:

Step

1: USD 10,500,000 / USD 33.00 = 318,181.82 Consideration Shares. Rounded down to the next even whole number = 318,180 Consideration Shares.

The fractional remainder of 1.82 × USD 33.00 = USD 60.06 is added to the Cash Consideration.

Step 2: (9,500,000 / 10,500,000) × 318,180 = 287,877.14 Closing Shares. Rounded down to the next even whole number = 287,876 Closing

Shares (143,938 for each of Seller 1 and Seller 3). Escrow Shares = 318,180 – 287,876 = 30,304 Escrow Shares.

6.1.4.

Escrow

6.1.4.1.

The

Escrow Shares shall be primarily used to offset any claims, fines, penalties, outstanding debts or other costs determined to be owed

by Sellers after Closing (“Offset Amount”). Buyer will inform Sellers in due course, but no later than five (5)

days prior to the expiration of the Escrow Period if Buyer intends to deduct an Offset Amount. Should Sellers have any objections

against such intention of Buyer, the Parties will aim to amicably settle any dispute which may occur. If no amicable resolution is

reached within twenty (20) Business Days, the dispute shall be finally settled in accordance with Section 38.

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6.1.4.2.

Within

ten (10) Business Days following expiration of the Escrow Period or, in the case of a dispute, following the final settlement of

such dispute, Buyer shall initiate the transfer of the Escrow Shares (after deduction of the Offset Amount, if any) by instructing

the Transfer Agent (as defined below) to effect the book-entry issuance of such Escrow Shares as restricted securities subject to

a restrictive legend in the form set forth in Section 14.22.5 (or such substantially equivalent notation as customarily applied

by the Transfer Agent for book-entry positions), and to register such Escrow Shares in the stock ledger of Buyer in the name of Seller

1 and Seller 3 respectively. Section 10.210. applies mutatis mutandis.

6.2.

Effective

Date Cash, Effective Date Financial Debt, Effective Date Working Capital

For

the purpose of this Agreement:

6.2.1.

“Effective

Date Cash” means the pro-forma consolidated amount of the line items set forth in section 1 of Exhibit 6.2.a

of Cataneo in Euro as per the Effective Date, as determined on the basis of the Final Effective Date Balance Sheet (as defined below).

6.2.2.

“Effective

Date Financial Debt” means the pro-forma consolidated amount of the line items set forth in section 2 of Exhibit 6.2 under

the heading “Effective Date Financial Debt” of Cataneo in Euro as per the Effective Date, as determined on the

basis of the Final Effective Date Balance Sheet.

6.2.3.

“Effective

Date Working Capital” means the pro-forma consolidated amount of the line items set forth in section 3 of Exhibit 6.2.a

under the heading ‘Effective Date Working Capital’ of Cataneo in Euro as per the Effective Date, as determined on the

basis of the Final Effective Date Balance Sheet.

“Target

Working Capital” shall be an amount of USD minus 197,106, and “Effective Date Working Capital Surplus”

is the amount by which the Effective Date Working Capital exceeds the Target Working Capital by more than ten percent (10 %); and “Effective

Date Working Capital Shortfall” is the amount by which the Effective Date Working Capital falls short of the Target Working

Capital by more than ten percent (10 %).

Exhibit

6.2.b shows. the calculation of the Effective Date Cash, Effective Date Financial Debt, Effective Date Working Capital, and Effective

Date Working Capital Surplus/Effective Date Working Capital Shortfall. Exhibit 6.2.b shows an example calculation for illustrative

purposes. If there is any contradiction between the sample calculation and this agreement and Exhibit 6.2.a, the agreement and Exhibit

6.2.a shall prevail.

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6.3.

Adjustment

Amount, Effective Date Balance Sheet

6.3.1.

Preparation

of the Effective Date Balance Sheet

6.3.1.1.

After

the Effective Date, Sellers shall cause the Company to prepare the individual balance sheets as well as a pro-forma consolidated

balance sheet of Cataneo and its Affiliates as of the Effective Date showing all balance sheet items required for the determination

of the Effective Date Cash, the Effective Date Financial Debt and the Effective Date Working Capital (together, the “Effective

Date Balance Sheet”).

6.3.1.2.

The

Effective Date Balance Sheet shall be prepared in the English language on a going concern basis and as if the respective business

year were to end for accounting and tax purposes on the Effective Date,

6.3.1.2.1.

applying

the accounting policies and consolidation principles set forth in Exhibit 6.3.1.2.1;

6.3.1.2.2.

applying

the applicable local GAAP of Cataneo (Grundsätze ordnungsmäßiger Buchführung und Bilanzierung) and

6.3.1.2.3.

complying

with the principle of accounting and valuation consistency (Bilanzierungs- und Bewertungskontinuität), in particular

by applying the same valuation criteria (Bewertungskriterien), depreciation principles (Abschreibungsgrundsätze)

and election rights (Wahlrechte) as consistently applied by Sellers.

6.3.1.3.

Amounts

in foreign currency shall be converted into EUR with the Exchange Rate as of the Effective Date.

6.3.1.4.

facilitate Sellers’ creation of the Effective Date Balance Sheet Buyer shall, subject to reasonable Notice, make available

free of charge during normal office hours to Sellers and their advisors all books, reports in relation to the Business, billing statements,

correspondence, records and any and all other relevant documentation as may be reasonably required to develop the Effective Date

Balance Sheet and as is reasonably available to Company.

6.3.1.5.

Sellers

shall use best efforts to deliver the Effective Date Balance Sheet together with a convenience calculation of the Consideration and

the Adjustment Amount (as defined below) derived therefrom (the “Calculation Adjustment Amount”) to Buyer within

forty (40) Business Days after the BEN financial information have been delivered to Sellers pursuant to Section 6.3.1.4.

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6.3.2.

Review

by Buyer

6.3.2.1.

the extent Buyer believes that the Effective Date Balance Sheet and/or the Calculation Adjustment Amount has not been prepared in

accordance with this Agreement, Buyer may raise objections to the Effective Date Balance Sheet and/or the Calculation Adjustment

Amount within ninety (90) Business Days after receipt of the Effective Date Balance Sheet by providing Sellers with a statement of

objections specifying the relevant positions, the reasons for each objection and the amounts in dispute in reasonable detail.

6.3.2.2.

facilitate Buyer’s review of the Effective Date Balance Sheet Sellers shall, subject to reasonable Notice, and to the extent

such information and documents are not available to Cataneo, but to Sellers or its Affiliates, make available free of charge during

normal office hours to Buyer all books, reports in relation to the Business, billing statements, correspondence, records and any

and all other relevant documentation as may be reasonably required to review the Effective Date Balance Sheet.

6.3.2.3.

and to the extent Buyer does not raise any objections within the period set forth in Section 6.3.2.1, Buyer shall be deemed to have

agreed to the positions set forth in the Effective Date Balance Sheet and the Effective Date Balance Sheet shall become final and

binding on such positions upon the expiry of the period set forth in Section 6.3.2.1.

6.3.3.

Dispute

Resolution

6.3.3.1.

and to the extent Buyer has raised objections to the Effective Date Balance Sheet and/or the Calculation Adjustment Amount in accordance

with Section 6.3.2.1, the Parties shall discuss the disputed items in order to reach a mutually acceptable agreement.

6.3.3.2.

the extent Sellers and Buyer are unable to reach such an agreement within forty (40) Business Days after expiry of the period set

forth in Section 6.3.2.1) on any disputed items, either Party may, within twenty (20) Business Days, request that the items still

in dispute between the Parties shall be decided by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am

Main, Germany, (“PWC”) which shall act as a neutral expert. If PWC refuses to act as a neutral expert, the Parties

shall agree on another independent accounting firm of international standing to act as a neutral expert. If the Parties cannot agree

on another accounting firm within twenty (20) Business Days following PWC’s refusal, an independent accounting firm of international

standing shall be appointed upon written request of either Party by the Institute of Chartered Accountants in Germany (Institut der

Wirtschaftsprüfer in Deutschland e.V. ) in Düsseldorf, Germany (PWC or the accounting firm finally determined as a neutral

expert pursuant to this Section 6.3.3.2 to be referred to as the “Neutral Expert”). If and to the extent the Parties

have not reached an agreement pursuant to Section 6.3.3.1 and neither Party requests that the matter in dispute be decided by the

Neutral Expert in accordance with and within the time limit set forth in sentence 1, Section 6.3.2.1 shall apply mutatis mutandis.

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6.3.3.3.

Sellers

and Buyer shall jointly engage the Neutral Expert to decide the items in dispute in accordance with the provisions of this Agreement.

6.3.3.4.

The

Neutral Expert shall

6.3.3.4.1.

act

as an expert (Schiedsgutachter), not as an arbitrator, and shall decide by way of a written expert’s opinion (Schiedsgutachten)

substantiating the decision;

6.3.3.4.2.

decide

only on the items in dispute between the Parties;

6.3.3.4.3.

apply

the accounting and valuation standards and principles referred to in Section 6.3.1.2.2, interpret this Agreement only to the extent

necessary in order to decide the items in dispute, and not decide upon legal issues (unless such legal issues specifically pertain

to the applicable accounting and valuation standards and principles);

6.3.3.4.4.

give

each Party adequate opportunity to present their point of view in writing, shall share such arguments with the respective other Party,

and shall hold at least one (1) hearing in the presence of the Parties and their professional advisors and accountants;

6.3.3.4.5.

not

pass a decision beyond or outside the positions taken by the Parties; and

6.3.3.4.6.

decide

upon the allocation of its costs and expenses between the Parties by applying the principles of sections 91 et seqq. ZPO.

6.3.3.5.

The

Parties shall

6.3.3.5.1.

instruct

the Neutral Expert to use its best efforts to deliver its written expert’s opinion to them as soon as reasonably practicable,

but no later than six (6) weeks after the items in dispute have been referred to, and the Parties have properly instructed, the Neutral

Expert;

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6.3.3.5.2.

provide

any information and other support which the Neutral Expert deems required in connection with the preparation of its written expert’s

opinion. They shall, subject to reasonable Notice, make available free of charge during normal office hours to the Neutral Expert

all books, reports in relation to the Business, billing statements, correspondence, records and any and all other relevant documentation

as may be reasonably required and as available to them.

6.3.3.6.

The

decision of the Neutral Expert on the disputed items shall be final and binding on the Parties for the purpose of determining the

Consideration and the Adjustment Amount, subject to the qualification set forth in section 319 (1) BGB.

6.3.4.

Final

Effective Date Balance Sheet

The

Effective Date Balance Sheet and the Calculation Adjustment Amount shall be final and binding on the Parties for the purpose of determining

the Consideration and the Adjustment Amount,

6.3.4.1.

accordance with Section 6.3.2.3, if and to the extent Buyer has not raised objections to the Effective Date Balance Sheet within

the time period set forth in Section 6.3.2.1;

6.3.4.2.

and to the extent Sellers and Buyer have reached an agreement concerning the disputed items within the time period set forth in Section

6.3.3.2 or at any time thereafter;

6.3.4.3.

accordance with Section 6.3.3.2 in connection with Section 6.3.2.3, if and to the extent the Parties have not reached an agreement

and neither Party requests within the time limit set forth in Section 6.3.3.2 that the matter in dispute be decided by the Neutral

Expert; and

6.3.4.4.

accordance with Section 6.3.3.6, if and to the extent the Neutral Expert has decided about the unresolved disputed items;

(the

so-determined final and binding Effective Date Balance Sheet and the Calculation Adjustment Amount is referred to herein as “Final

Effective Date Balance Sheet”).

6.3.5.

Costs

and Expenses

6.3.5.1.

Sellers

shall bear the costs and expenses of the preparation of the Effective Date Balance Sheet arising through the engagement of external

advisors appointed by the Sellers.

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6.3.5.2.

Buyer

shall bear the costs and expenses of its own review of, and preparation of objections to, the Effective Date Balance Sheet.

6.3.5.3.

Each

Party shall bear its own costs incurred in connection with the dispute resolution procedure set forth in Section 6.3.3.

6.3.6.

Payment

of the Adjustment Amount

6.3.6.1.

The

Consideration shall in no event exceed the Hard Cap.

6.3.6.2.

If,

on the basis of the Final Effective Date Balance Sheet, the Consideration falls short of the Preliminary Closing Consideration (the

amount of such shortfall, the “Adjustment Amount”), Sellers shall pay the Adjustment Amount in cash within ten

(10) Business Days after the Final Effective Date Balance Sheet has become final and binding on the Parties. Any such payment shall

be made to Buyer or a third party designated by Buyer, free of costs, bank charges and other expenses for the recipient.

For

the avoidance of doubt, Sellers shall be jointly and severally liable (gesamtschuldnerisch haftend) for any payment obligations

arising under this Section 6.3.6 in respect of the Adjustment Amount.

6.4.

Third-Party

Payment and Delivery

6.4.1.

Buyer

shall be entitled, but not obliged, to procure that BEN pays the Cash Consideration, delivers the Consideration Shares (including

the Escrow Shares) and the Severance Shares and makes any payments in respect of the Adjustment Amount directly to Sellers

on behalf of Buyer, in whole or in part (Teilleistung), (Leistung durch Dritte gemäß § 267 BGB). Sellers

hereby irrevocably consent to such payments and deliveries being made by BEN on behalf of Buyer.

For

the avoidance of doubt, this Section 6.4 shall not establish any independent payment or delivery obligation of BEN vis-à-vis Sellers,

nor shall it be construed as a guarantee (Garantie), assumption of debt (Schuldübernahme), accession to debt (Schuldbeitritt)

or any other form of security by BEN for the obligations of Buyer under this Agreement.

6.4.2.

Any

payment or delivery made by BEN in accordance with this Section 6.4 shall constitute due and valid performance of Buyer’s corresponding

obligations under this Agreement and shall discharge Buyer from such obligations to the extent of the payments or deliveries so made

(Leistung mit schuldbefreiender Wirkung).

6.4.3.

the extent the Adjustment Amount results in a repayment obligation of Sellers, such repayment shall be made to the bank or share

account designated by Buyer in a Notice, irrespective of whether the original payment was made by Buyer or by BEN on Buyer’s

behalf.

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6.5.

Severance

Consideration

Buyer

or a third party on its behalf shall issue to Seller 2 shares of BNAI Common Stock valued at the Strike Price (the “Severance

Shares”) in the value of USD 160,000, resulting in 4,224 BNAI Common Stock (the “Severance Consideration”).

Consideration

Allocation; VAT

7.1.

The

Parties agree to allocate the Preliminary Closing Consideration as follows:

Shareholder

Consecutive Number

of Share

Nominal

Amount in EUR

Allocation

of Consideration

Christian

Unterseer:

10,000

thereof for Cash Consideration EUR 3,270

thereof

for Equity Consideration EUR 6,730

Cash

Consideration:

USD2,550,000.00

Equity

Consideration:

USD5,250,000.00

CUTV

GmbH:

2,500

Cash

Consideration:

USD 1,950,000

Cuneo

AG:

10,000

thereof for Cash Consideration EUR 3,270

thereof

for Equity Consideration EUR 6,730

Cash

Consideration:

USD 2,550,000.00

Equity

Consideration:

USD5,250,000.00

Cuneo

AG:

2,500

Cash

Consideration USD 1,950,000

Total:

25,000

USD 19,500,000

7.2.

Any

adjustments to the Preliminary Closing Consideration shall be made in equal proportion to the respective Preliminary Closing Consideration

received by each individual Seller.

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7.3.

is the common understanding of the Parties that the sale and transfer of the Shares are not subject to or are exempt from VAT, and

Sellers hereby waive any right to opt for VAT with respect to any consideration owed under this Agreement.

Payments

8.1.

Any

payments under or in connection with this Agreement shall be made in USD by wire transfer in immediately available funds without

any kind of deductions, bank charges or other charges for the recipient. Any such payment shall be deemed to have been made only

upon its full, irrevocable and unconditional crediting to the relevant bank account.

8.2.

All

payments owed hereunder to Sellers or Buyer shall be paid to the following bank accounts or USD accounts, as applicable:

8.2.1.

Payments

owed to Sellers (the “Sellers’ Accounts”):

Account

holder: Christian Unterseer

Bank: Kreissparkasse Miesbach

Bank sort code: 71152570

BIC: BYLADEM1MIB

IBAN:

DE60 7115 2570 0005 2070 30

Account

holder: CUTV GmbH

Bank: Stadtsparkasse München

Bank sort code: 70150000

BIC: SSKMDEMMXXX

IBAN: DE55 7015 0000 0890 0181 20

Account

holder: Cuneo AG

Bank: Hypovereinsbank

Bank sort code: 70020270

BIC: HYVVEDEMMXXX

IBAN: DE84 7002 0270 0042 7887 24

8.2.2.

Payments

owed to Buyer (the “Buyer’s Account” ):

Account

holder: Brand Engangement Network Inc.

Bank: Bank of Jacksonhole

Routing Number: 102304099

Account Number: 5000 14434

SWIFT: NBHBUS55

8.3.

Sellers

and Buyer may notify each other of a change of their above-mentioned accounts at any time by giving Notice at least five (5) Business

Days prior to the respective due date.

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8.4.

Should

any Party fail to pay any amount payable by it under or in connection with this Agreement on its due date, such Party shall be in

default from the due date of the unpaid amount without further Notice being required. Interest shall accrue on the unpaid amount

from (and including) the day following the due date up to (and including) the date of receipt of the actual payment at a rate of

five percent (5 %) per annum, to be calculated on the basis of the actual days elapsed and a year with three hundred sixty (360)

days. Further claims and remedies of the Parties in connection with such failure shall remain unaffected.

Financing

Commitment

BEN

shall procure that Buyer has available, at the relevant times, sufficient funds to perform its Consideration obligations under this Agreement.

III.

Separation from Sellers

10.

Pre-Closing

Obligations of Sellers

10.1.

Upon

Buyer’s written request, Sellers shall, in their capacity as shareholders of the Company, resolve to amend the Company’s

fiscal year for local GAAP (Geschäftsjahr) and tax purposes (Wirtschaftsjahr) so that it ends on 30 June of each

calendar year, and shall cause such amendment to be duly registered with the commercial register (Handelsregister) of the

Company no later than the Closing Date. In addition, Sellers shall grant a power of attorney (Vollmacht) to Walberg Law Tax

Strategy GmbH & Cie. KG (registered with the commercial register (Handelsregister) of the local court (Amtsgericht)

of Munich under HRA 117781) to file for the amendment of the Company’s fiscal year for tax purposes (Wirtschaftsjahr)

with the competent tax authority (Finanzamt) of the Company. The Parties shall use their best efforts and cooperate in all

respects necessary to achieve the amendment of the Company’s fiscal year for tax purposes (Wirtschaftsjahr).

10.2.

Upon

Buyer’s written request, Seller 1 and Seller 3 shall without undue delay (unverzüglich), but in any event no later

than two (2) Business Days prior to the Closing Date, provide to BEN’s transfer agent, Continental Stock Transfer & Trust

Company (“Transfer Agent”), all information, documentation and other materials reasonably requested by BEN or

the Transfer Agent in order to instruct the Transfer Agent with the Transfer Agent Instruction Letter, substantially attached in

the form hereto as Exhibit 10.2, facilitate the issuance, registration and book-entry transfer of the Consideration

Shares to Seller 1 and Seller 3, including, without limitation, any account opening documentation, identity verification, and such

other onboarding materials as may be required by the Transfer Agent.

10.3.

During

the period from the Signing Date until the Closing Date, Sellers shall, and shall procure that the Company and each Group Company

shall, (i) promptly respond to and provide all information reasonably requested by Buyer and its and BEN’s respective advisors

in connection with the Confirmatory Due Diligence, and (ii) maintain and grant Buyer, BEN and their respective advisors continued

access to the Data Room (as defined below).

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10.4.

order to effectuate the release of securities, guarantees and indemnities pursuant to Section 12.1.2, Buyer or a third party on behalf

of Buyer shall be entitled, but not obliged, to grant a loan to Cataneo (the “Pre-Closing Loan”) prior to the

Closing Date and to transfer the loan proceeds (Darlehensvaluta) to a business bank account of Cataneo. Upon Buyer’s

written request, Sellers shall procure that Cataneo enters into a loan agreement with Buyer or such third party reflecting the Pre-Closing

Loan (the “Pre-Closing Loan Agreement”).

10.5.

Promptly

following the Signing Date,

10.5.1.

the

service agreement of the managing director of Cataneo, Thomas Brönauer, shall be assumed by Sellers 2 by way of a contract assumption

(Vertragsübernahme) with effect as of Closing, and Cataneo shall be fully and irrevocably released from any and all obligations

arising under or in connection with such service agreement; and

10.5.2.

Sellers

shall procure that all rights and obligations of Cataneo under the Cataneo VSOP are validly assumed (Vertragsübernahme mit

schuldbefreiender Wirkung) by Sellers, with the written consent of all beneficiaries thereunder, with effect as of

the Closing Date, and that Cataneo is fully and irrevocably released from any and all obligations (including, without limitation,

any payment obligations) arising under or in connection with the Cataneo VSOP vis-à-vis the beneficiaries thereunder. Any

settlement obligations arising under the Cataneo VSOP shall be effected exclusively in cash by Sellers.

11.

Separation

Measures and Costs

the period until the Closing Date, Sellers shall and shall cause Cataneo and its Affiliates to take all actions reasonably required to

achieve that on the Closing Date Cataneo and its Affiliates will have available, as owners, if applicable, or based on valid and enforceable

lease, license, service or similar agreements, all assets (whether tangible or intangible), rights, employees, systems (including IT

systems, software, hardware and databases), contracts and services required by them in order to continue after the Closing their businesses

in the ordinary course as currently conducted, taking into account any service and other agreements with Cataneo and its Affiliate to

be entered into pursuant to this Agreement on the Closing Date and except for the matters identified in Exhibit 11.

Any (actual or contingent) liabilities incurred by Cataneo and its Affiliates in connection with any action according to this Section

11 which have not been settled prior to the Effective Date shall be included in the Effective Date Working Capital.

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IV.

Closing the Transaction

12.

Conditions

to Closing

12.1.

Closing

Conditions

The

obligations of Sellers and Buyer to perform the Closing Actions pursuant to Section 12.2 shall be subject to satisfaction (or waiver

pursuant to Section 12.2) of the following conditions precedent (aufschiebende Bedingungen) pursuant to section 158 (1) BGB (the

“Closing Conditions” ):

12.1.1.

Buyer

shall provide written confirmation that BEN has not received any delisting notice or similar notification affecting its listing status

on the NASDAQ stock exchange at the time of the Closing, or, alternatively, that it has cured any issue with its listing status prior

to Closing.

12.1.2.

Buyer

shall release of Sellers and of any Sellers’ Affiliates or the relevant third party banks from any (i) securities, (ii) guarantees

and (iii) indemnities which are listed in Exhibit 12.1.2 given by or binding upon Sellers or Sellers’

Affiliates or given by the relevant third party banks and provide letters of release from the respective guarantor.

12.1.3.

Sellers,

in their capacity as shareholders of the Company, shall have resolved at the Buyer’s expense to amend the Company’s fiscal

year (Geschäftsjahr) so that it ends on 30 June of each calendar year, and such amendment shall have been duly registered

with the commercial register (Handelsregister) of the Company no later than the Closing Date.

12.1.4.

Buyer

shall have completed a confirmatory legal due diligence review of the Company (the “Confirmatory Due Diligence”

) and Buyer shall have confirmed in writing as of Closing Date that it is satisfied with the results of the Confirmatory Due Diligence.

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12.2.

Satisfaction

and Waiver of Closing Conditions

12.2.1.

The

Parties shall notify each other of the fulfilment or the definitive failure (endgültiger Nichteintritt) of any Closing

Condition without undue delay (unverzüglich) after obtaining knowledge thereof and shall include in such notifications

all relevant evidencing documents.

12.2.2.

The

Closing Conditions may be waived by mutual agreement of the Parties; the Closing Condition referred to in Sections 12.1.4

and 12.1.5 may be waived by Buyer alone. Any waiver of a Closing Condition may be made in full or in part. The effect of a waiver

of a Closing Condition shall be limited to eliminating the need that such Closing Condition be fulfilled and, unless otherwise agreed,

shall not limit or prejudice any claims that a waiving Party may have with respect to any circumstances relating to such Closing

Condition not having been fulfilled.

13.

Closing

13.1.

Closing

Date

The

consummation of the Transactions contemplated by this Agreement (the “Closing” ) shall take place (i) on 30 June 2026,

or (ii) at such other time or date as the Parties have mutually agreed upon. The day on which the Closing actually takes place is referred

to as the “Closing Date” .

13.2.

Closing

Actions

the Closing Date, the Parties shall take, or if applicable, cause to be taken, the following actions (the “Closing Actions”)

in the following order, in each case if not already taken before in accordance with this Agreement:

13.2.1.

Buyer

shall, or Buyer shall cause a third party on its behalf to, pay the Cash Consideration, including any applicable bank fees or charges

of the Buyer or third party paying on Buyer’s behalf, to Sellers’ Accounts with discharging effect towards the Sellers;

13.2.2.

Buyer

shall deliver to Sellers 1 and 3 a notice setting forth the number of Consideration Shares to be transferred to Sellers 1 and 3 as

part of the Equity Consideration, calculated in accordance with Section 6.1.3, and Sellers 1 and 3 shall acknowledge and confirm

such number in the form of a notice;

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13.2.3.

Sellers

shall deliver to Buyer (i) a resignation letter (Amtsniederlegung) of the managing director of Cataneo, Thomas Brönauer,

resigning from his position as managing director (Geschäftsführer) of Cataneo with effect as of the Closing Date, and

(ii) copies of documentation evidencing that CUTV GmbH (Seller 2) has validly assumed (Vertragsübernahme) all obligations

of Cataneo under the managing director service agreement between Cataneo and Thomas Brönauer with effect as of the Closing Date

and that Cataneo has been fully and irrevocably released from any and all obligations arising under or in connection with such service

agreement;

13.2.4.

Sellers

shall deliver to Buyer copies of documentation evidencing that (i) Sellers have validly assumed (Vertragsübernahme) all

rights and obligations of Cataneo under the Cataneo VSOP, with the written consent of all beneficiaries thereunder, and (ii) Cataneo

has been fully and irrevocably released from any and all obligations (including, without limitation, any payment obligations) arising

under or in connection with the Cataneo VSOP vis-à-vis the beneficiaries thereunder;

13.2.5.

Buyer

shall initiate the assignment of the Closing Shares to Sellers 1 and 3 and the assignment of the Severance Shares to Seller 2

and Sellers 1 and 3 shall acquire the Closing Shares and Seller 2 shall acquire the Severance Shares, each free of Encumbrances

but subject to any restrictions under the applicable Laws (including stock exchange rules) and any restrictions expressly agreed

upon by the Parties hereunder. To initiate the share transfer of Closing Shares, Buyer instructs the Transfer Agent, by means of

an irrevocable letter of instruction (the “Transfer Agent Instruction Letter”), to effect the book-entry issuance

of the Closing Shares as restricted securities subject to a restrictive legend in the form set forth in Section 14.22.5 (or

such substantially equivalent notation as customarily applied by the Transfer Agent for book-entry positions), and to register such

Closing Shares in the stock ledger of BEN in the name of Seller 1 and Seller 3 respectively. Buyer shall provide Sellers with a copy

of the executed Transfer Agent Instruction Letter.

13.3.

Waiver

of Closing Actions; Closing Memorandum

13.3.1.

The

Closing Actions referred to in Sections 13.2.1,13.2.2 and 13.2.5 may be waived or altered (in timing) by Sellers only.

The Closing Action referred to in Section 13.2.3 and 13.2.4 may be waived by Buyer only. Any waiver of a Closing Action may

be made in full or in part. The effect of a waiver of a Closing Action shall be limited to eliminating the need that such Closing

Action be taken at the Closing and, unless otherwise agreed, shall not limit or prejudice any claims that a waiving Party may have

with respect to any circumstances relating to such Closing Action not having been taken at the Closing.

13.3.2.

Immediately

after all Closing Actions have been duly taken or waived, the Parties shall confirm in a written document jointly executed by the Parties (the “Closing Memorandum” ) that (i) the Closing Conditions have been duly fulfilled or waived, (ii) the Closing

Actions have been duly taken or waived, and, therefore, (iii) the Closing has occurred. A copy of the Closing Memorandum shall be submitted

to the Notary.

13.3.3.

The

Parties instruct the Notary to submit an updated list of shareholders to the commercial register of the Company immediately upon

receipt of the Closing Memorandum with the Buyer duly registered as the owner of the Sellers’ Shares as of Closing.

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13.4.

Withdrawal

prior to Closing

13.4.1.

Any

withdrawal (Rücktritt) from this Agreement shall be permissible only in accordance with this Section 13.4 and only until

the Closing has occurred. Any withdrawal after the Closing or any withdrawal prior to the Closing other than in accordance with this

Section 13.4 shall be excluded to the extent permitted by applicable Law.

13.4.2.

Either

Sellers or Buyer may withdraw (zurücktreten) from this Agreement prior to Closing by written Notice if not all of the

Closing Conditions have been satisfied within three (3) months after the Signing Date.

13.4.3.

Sellers

may withdraw (zurücktreten) from this Agreement within ten (10) Business Days after Closing by written Notice if the

Buyer has failed to perform the Closing Actions as set forth in clause 13.2.1 and/or 13.2.2 and/or 13.2.5 until the

Closing Date. For the avoidance of doubt, Sellers cannot withdraw from this agreement for failure to perform the Closing Action

13.2.5 if Sellers fail to provide Buyer with the information necessary to submit the Transfer Agent Instruction Letter 2 to the Transfer

Agent

13.4.4.

The

rights of a Party to withdraw from this Agreement in accordance with Sections 13.4.2 and 13.4.3 is in addition to all other rights

and claims it has under this Agreement and the right of a Party to alternatively seek specific performance from the other Party,

provided that a Party may at its sole discretion at any time change from seeking specific performance from the other Party to pursuing

the other rights and claims it has against the other Party under this Agreement (e.g., to withdraw from this Agreement and seek damages).

The Party that has caused the reason for withdrawal is obligated to compensate the other Party in full for all reasonable legal and

other professional fees, costs and expenses (in each case including any applicable VAT) incurred in connection with this Agreement

prior to the date of withdrawal (including its preparation and negotiation).

13.4.5.

the event that the Sellers withdraw pursuant to Section 13.4.2 in conjunction with Section 12.1.3 or Section 12.1.4 or the Buyer

withdraws from this Agreement due to the Sellers’ fault prior to the Closing, the Sellers shall return to BEN the consideration

in the amount of USD 350.000 paid by BEN pursuant to the LOI within ten (10) Business Days following the date of such

withdrawal.

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13.5.

Post-Closing

Registration of Consideration Shares

13.5.1.

Registration

Statement

13.5.1.1.

For

purposes of this Section 13.5, “Registrable Securities” means (i) the Closing Shares and (ii) the Escrow Shares,

in each case to the extent issued to Sellers pursuant to this Agreement and not previously sold pursuant to an effective registration

statement or Rule 144 under the Securities Act.

13.5.1.2.

Closing

BEN

shall file a registration statement on Form S-1 (the “Registration Statement”) registering the resale of the Closing

Shares within thirty (30) calendar days following the Closing Date; provided, that in the event BEN needs additional time (i)

to obtain auditor consents, (ii) to prepare financial statements or (iii) to otherwise prepare the Registration Statement due to changes

in Law or stock exchange regulations or guidance from the SEC that, in each case, become effective or are issued after the Closing, BEN

shall be permitted to delay such filing but shall use commercially reasonable efforts to file the Registration Statement as promptly

as practicable thereafter.

13.5.1.3.

Escrow

If,

as of the filing date of the Registration Statement pursuant to Section 13.5.1.2, the Escrow Period has expired without any unresolved

dispute and the Escrow Shares, if any, are being issued to Sellers pursuant to Section 6.1.4.2, BEN shall include such Escrow Shares

in the Registration Statement as additional Registrable Securities.

If,

as of the filing date of the Registration Statement pursuant to Section 13.5.1.2, the Escrow Shares, if any, have not yet been issued

to Sellers (whether due to a pending dispute pursuant to Section 6.1.4.2 or otherwise), BEN shall file a post-effective amendment

to the Registration Statement (the “PEA”) registering the resale of such Escrow Shares within forty (40) Business

Days following the issuance of the Escrow Shares to Sellers pursuant to Section 6.1.4.2.

13.5.1.4.

BEN

shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after filing,

and in any event within sixty (60) calendar days following the filing date pursuant to Section 13.5.1. The Parties agree that neither

the timing of the SEC determination that the Registration Statement will not be subject to review nor the timing of effectiveness

is within BEN’s control, and BEN shall not be subject to any liability in the event that the SEC review process takes longer

than sixty (60) calendar days, provided that BEN has used commercially reasonable efforts to cause effectiveness within such sixty

(60)-day period. For the avoidance of doubt, the sixty (60)-day effectiveness obligation under this Section applies separately to

the Registration Statement and, if applicable, to any PEA filed pursuant to Section 13.5.1.3 lit. b).

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13.5.2.

the event that the Registration Statement or the PEA is on or near BEN’s fiscal quarter end, the Parties understand that filing

the Registration Statement or the PEA may not be able to be done within the applicable filing deadline pursuant to Section 13.5.1,

provided that BEN shall submit the Registration Statement or PEA as promptly as practicable, but in no event later than sixty (60)

calendar days after the applicable trigger date set forth in Section 13.5.1.2 or Section 13.5.1.3 lit. b), as applicable.

13.5.3.

Maintenance

of Registration Statement

BEN

shall cause the Registration Statement and any PEA filed pursuant to Section 13.5.1 (each, a “Resale Registration”)

to remain continuously effective with respect to the Registrable Securities covered thereby until the earliest of:

the

date that is one (1) year after the Closing Date;

the

date on which the Sellers cease to hold any Registrable Securities covered by such Resale Registration; or

the

first date on which each Seller can sell all of its Registrable Securities then covered by such Resale Registration under Rule 144

under the Securities Act without limitation as to the manner of sale or the amount of securities that may be sold.

The

Sellers agree to disclose their beneficial ownership, as determined in accordance with Rule 13d-3 under the Exchange Act, of the Registrable

Securities to BEN upon request to assist BEN in making the determination described in clause (c) above. Sellers shall furnish in writing

to BEN such information regarding the Sellers, the Registrable Securities held by the Sellers and the intended method of disposition

thereof as shall be reasonably requested by BEN to effect or maintain any Resale Registration, and shall execute such documents in connection

therewith as BEN may reasonably request that are customary of a selling stockholder in similar situations. If the SEC prevents BEN from

including any or all of the Registrable Securities proposed to be registered for resale under a Resale Registration due to limitations

on the use of Rule 415 under the Securities Act, BEN shall use commercially reasonable efforts to register such Registrable Securities

as promptly as practicable thereafter when permitted to do so.

13.5.4.

BEN

may delay filing or suspend the use of any such registration statement if it determines that in order for the registration statement

to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially

affect a bona fide business or financing transaction of BEN or would require premature disclosure of information that could materially

adversely affect BEN (each such circumstance, a “Suspension Event”); provided, that BEN shall use commercially

reasonable efforts to make such registration statement available for the sale by the Sellers of such Registrable Securities as soon

as practicable thereafter. Upon receipt of any written notice from BEN of the happening of a Suspension Event during the period that

the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus

contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to

make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading,

the Sellers agree that they will (i) immediately discontinue offers and sales of the Registrable Securities under the Registration

Statement until the Sellers receive (A) (x) copies of an amended prospectus that corrects the misstatement(s) or omission(s) referred

to above and (y) notice that any post-effective amendment has become effective or (B) notice from BEN that they may resume such offers

and sales, and (ii) maintain the confidentiality of any information included in such written notice delivered by BEN unless otherwise

required by applicable law. If so directed by BEN, the Sellers shall deliver to BEN or destroy all copies of the prospectus covering

the Registrable Securities in the Sellers’ possession; provided, however, that this obligation to deliver or destroy all copies

of the prospectus covering the Registrable Securities shall not apply to (i) the extent the Sellers are required to retain a copy

of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory requirements or (B) in accordance with

a bona fide preexisting document retention policy or (ii) copies stored electronically on archival servers as a result of automatic

data back-up.

13.5.5.

BEN

shall bear all expenses in connection with the filing and maintenance of the Registration Statement pursuant to Section 13.5.3 (including

Sellers’ US-GAAP reporting requirements). Sellers shall bear all incremental selling expenses relating to the sale of Registrable

Securities, such as underwriting commissions and discounts, brokerage fees, underwriter marketing costs and all reasonable fees and

expenses of any legal counsel representing Sellers.

13.5.6.

Section

13.5 applies mutatis mutandis to the Severance Shares.

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Representations and Warranties

14.

Representations

and Warranties of Sellers

14.1.

General

provisions

14.1.1.

Sellers

represent and warrant (garantieren) to Buyer by way of an independent promise of guarantee (selbständiges Garantieversprechen)

pursuant to section 311 (1) BGB within the scope and subject to the remedies and limitations set forth in this Agreement that the

statements contained in this Section 14 (the “Sellers’ Warranties”) are, taking into account

the facts and circumstances set forth in Exhibit 14.1.1 (the “Disclosure Schedule”), true and correct as of the Signing Date and as of the Closing Date, unless a Sellers’ Warranty is explicitly made as of

a different date, in which case such Sellers’ Warranty shall be correct only as of such different date.

14.1.2.

The

scope and content of each Sellers’ Warranty as well as the remedies and limitations of liability in case of breaches of Sellers’

Warranties are exclusively defined by the provisions of this Agreement, in particular Sections 14 through 17, which shall form an

integral part of Sellers’ Warranties.

14.1.3.

Sellers’ Warranty shall qualify as a quality agreement within the meaning of section 434 (1) BGB (Beschaffenheitsvereinbarung)

or as a guarantee of condition within the meaning of sections 443, 444 BGB (Garantie für die Beschaffenheit der Sache).

For

purposes of this Agreement, “Sellers’ Knowledge” , “Knowledge of Sellers’” and any

similar phrases shall mean the actual knowledge (positive Kenntnis) of Sellers and managing directors of the Company and its Affiliates

of any fact or circumstance or Sellers having failed to obtain knowledge due to gross negligence (grob fahrlässige Unkenntnis)

of such fact or circumstance until the Signing Date.

14.1.4.

Conduct

of Business since 29 October 2024

the period between 29 October 2024 (being the signing date of the SPA old) and the Signing Date of this Agreement, and except as disclosed

in the Disclosure Schedule, the Company has been managed with the due care of a prudent businessman (Sorgfalt eines ordentlichen Geschäftsmannes)

and in accordance with past business practice, and no circumstances have arisen of which, to the Sellers’ Knowledge, the Sellers

should reasonably have informed the Buyer.

14.2.

Authority

of Sellers

14.2.1.

The spouse of Seller 1 has consented to the Transaction

pursuant to section 1365 BGB. A copy is attached hereto as Exhibit 14.2.1.

14.2.2.

Sellers

have all requisite power and authority, to execute, deliver, and perform its obligations under this Agreement and all other documents

related to the Closing.

14.2.3.

insolvency proceedings (Insolvenzverfahren) or similar proceedings under applicable Laws are pending regarding Sellers and

Sellers are not required under applicable Laws to file for any such proceeding.

14.2.4.

Sellers

are, as of the Signing Date and as of the Closing Date, the sole shareholders of Cataneo and hold one hundred percent (100 %) of

its share capital (Stammkapital). No Person other than Sellers holds or is entitled to acquire any shares, equity interests

or other ownership interests in Cataneo, whether by way of option, conversion right, pre-emptive right, warrant or otherwise. In

particular, no participant or beneficiary under the Cataneo VSOP or similar incentive or phantom equity arrangement of Cataneo or

any of its Affiliates has any right, claim or entitlement to receive any shares or other equity interests in Cataneo (whether by

way of consideration in kind (Sachleistung) or otherwise) or to require the issuance, transfer or delivery of any shares or

other equity interests in Cataneo in connection with the Transactions contemplated by this Agreement or otherwise.

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14.3.

Conflicts or Consents

The

execution, delivery, and performance by Sellers of this Agreement and the consummation of the Transaction, do not and will not violate

or conflict with (a) any provision of the organizational documents or operating agreement, or other governing documents of Sellers or

Cataneo or its Affiliates or (b) any order or injunction by any court or governmental authority.

14.4.

Required

Approval

All

shareholders’ and board resolutions by Sellers or any of its shareholders as required to execute the Transaction have been obtained.

14.5.

Existence

of the Affiliate Companies, Title to Shares

14.5.1.

The

Company’s Affiliates are duly established and validly existing under their respective jurisdiction of incorporation or formation.

14.5.2.

The

Shares and the Affiliate Interests are validly issued, the initial contributions (Einlagen) on the Shares and the Affiliate

Interests have been made in accordance with statutory Law, and there are no obligations to make further contributions (keine Nachschusspflichten)

on the Shares and the Affiliate Interests.

14.5.3.

Cataneo

is the sole legal and beneficial owner of the Affiliate Interests, the Shares and the Affiliate Interests are free and clear of any

Encumbrances (dingliche Belastungen) and there are no pre-emptive rights, rights of first refusal, options or other rights

of any third party to purchase or acquire any of the Sellers’ Shares or the Affiliate Interests.

14.5.4.

There

are no loans granted by any Sellers to the Affiliates.

14.6.

Insolvency

insolvency proceedings (Insolvenzverfahren) or similar proceedings under applicable Laws are pending regarding Cataneo or Affiliate

and neither Cataneo nor Affiliate are required under applicable Laws to file for any such proceeding.

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14.7.

Enterprise Agreements

of the Signing Date and as of the Closing Date, neither Cataneo nor its Affiliates are a party to any enterprise agreements (Unternehmensverträge)

or silent partnership agreements (stille Beteiligungsverträge) that would entitle any Person or entity to participate in

the profits of or to exercise control over Cataneo or its Affiliate.

14.8.

Financial

Statements

Complete

copies of financial statements consisting of the balance sheet and the profit and loss statements of Cataneo and its Affiliates as

of the fiscal year-end date in each of the years 2023 until 2025 (to extent available due to the Affiliates’ existence for

that time). Cataneo shall provide completed financial statements for the first quarter of 2026 to Buyer no later than May 15,

2026. Buyer shall be responsible for aligning Cataneo’s financial statements with GAAP as may be required pursuant to United

States laws and regulations. The financial statements of Cataneo and its Affiliates (the “Financial Statements”)

have been or shall be prepared in accordance with applicable Laws and with generally accepted accounting principles specified

therein, applied on a consistent basis throughout the period involved. The Financial Statements are based on the books and records

of Cataneo and its Affiliates and present a true and fair view of the assets and liabilities, financial condition and results of

operations (Vermögens-, Finanz- und Ertragslage) of Cataneo and its Affiliates as of the respective dates they were

prepared. The Financial Statements of Cataneo and its Affiliates for the financial years 2022 until 2025 have not been audited as

per applicable law. The Parties agree that nothing in this Clause 14.8 shall be deemed to be or construed as an objective balance

sheet guarantee (keine objektive Bilanzgarantie).

14.9.

Undisclosed

Off-Balance Sheet Liabilities, Finder’s Fees, Security Rights

14.9.1.

Cataneo

and its Affiliate have no off-balance sheet liabilities (e.g. under guarantees), except those which have been incurred in the ordinary

course of business consistent with past practice and which are not, individually or in the aggregate, more than EUR 10,000 (in words:

ten thousand Euro). Any such off-balance liabilities shall be disclosed in Disclosure Schedule Section 14.9.1.

14.9.2.

Cataneo

and its Affiliates have not paid or are obliged to pay a finder’s fee or any other type of brokerage fee, commission or benefit

to any finder, broker, agent or other third party in connection with this Agreement or the Transactions contemplated herein.

14.10.

Financial

results 2026

The

update on Cataneo’s and its Affiliate’s revenues and EBITDA in the period from 1 January 2026 until the last available end

date (28 February 2026), as attached as Exhibit 14.10 has been prepared with due care in accordance with applicable GAAP

and in accordance with past practice in all material respects. Exhibit 14.10 is attached to this deed, it was treated in the same way

as the exhibits marked “B” in the Deed of Reference.

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14.11.

Material

Contracts

14.11.1.

The

Data Room contains all of the following agreements of Cataneo and its Affiliates that are effective with a third party (i.e. any

entity other than Cataneo and its Affiliate) and under which either party or both parties have not yet fulfilled their primary contractual

obligations (Hauptleistungspflichten) (the “Material Contracts”):

agreements

with all customers and agreements with development, integration, or other providers (“Partners”) in connection

with Cataneo or its Partners conducting its course of Business, in each case in terms of overall order volume or other such measure

with the respective customer or affiliates for the last full fiscal year and the current fiscal year to date;

agreements

relating to the acquisition or sale of interests in other companies, businesses or real estate providing, in each case, for a consideration

or, if applicable, book value of EUR 30,000 (in words: Thirty Thousand Euros) or more in the individual case;

agreements

relating to joint ventures, shareholders agreements, research and development agreements relating to a material part of the Business;

loan

and credit agreements between Cataneo or its Affiliates as lender or borrower and any third party (i.e. any entity other than Cataneo

and its Affiliate) with outstanding principal amounts exceeding EUR 30,000 (in words: Thirty Thousand Euros) in the individual case

or EUR 50,000 (in words: Fifty Thousand Euros) in the aggregate; and

guarantees,

suretyships, comfort letters and similar instruments and agreements that grant or create a lien, pledge or other security interest

over any asset of Cataneo issued or entered into by Cataneo or its Affiliates for any debt of any third party, except for liens arising

by operation of Law and in the ordinary course of business, liens over bank accounts arising under general terms and conditions of

banks, and customary retention of title rights (Eigentumsvorbehalte) in favor of partners or suppliers.

14.11.2.

Cataneo,

its Affiliate, and, to Sellers’ Knowledge, any other party thereto is not in breach of or default under (or is alleged to be

in breach of or default under) in any material respect, or has provided or received any Notice of any intention to terminate, any

Material Contract. True and substantially complete copies of each Material Contract (including all modifications, amendments, and

supplements thereto and waivers thereunder) have been Fairly Disclosed in the Data Room.

14.11.3.

According

to Sellers’ Knowledge, there are no exclusivity and non-compete undertakings which would materially restrict Cataneo or its

Affiliates to conduct its business as conducted or contemplated to be conducted on the Signing Date or on the Closing Date or to

expand its territorial reach, except as set forth in Section 14.11.3 of the Disclosure Schedule.

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14.12.

Real

Property; Title to Assets

14.12.1.

Cataneo

and its Affiliate have not and do not own any real estate or rights equivalent to real estate, nor are Cataneo or its Affiliates

obliged to acquire any real property, hereditary buildings rights (Erbbaurechte), other in-rem real property rights (grundstücksgleiche

Rechte), or equivalent rights in the relevant jurisdictions (together with all buildings, structures, and improvements located

thereon, the “Real Property”).

14.12.2.

Section

14.12.2 of the Disclosure Schedule lists all Real Property which Cataneo or its Affiliates have a leasehold (or subleasehold) interest

or which Cataneo or its Affiliates have otherwise leased (“Leased Real Property”), including: (i) for Leased Real

Property the street address of each parcel of Real Property and the current use of each parcel of Real Property. Sellers have Fairly

Disclosed to Buyer true, correct, and substantially complete copies of all Contracts relating to the Real Property.

14.12.3.

Cataneo

or its Affiliates possess the title (Eigentum/Inhaberschaft) to, hold a leasehold (or subleasehold) interest or are entitled

to use under unterminated contracts all Real Property and all assets (other than IP Rights), which, in each case, are material for

Cataneo or its Affiliates to conduct business as conducted on the Signing Date. All Owned Real Property and personal property and

other assets (including leasehold interests) are free and clear of Encumbrances except those items set forth in Section 14.12.3 of

the Disclosure Schedule.

14.12.4.

Sellers’ Knowledge, the Real Property and other physical assets (other than IP Rights) which are material for Cataneo or its

Affiliates to conduct business as conducted on the Signing Date are in all material respects in an operating condition as required

to conduct Cataneo’s and its Affiliates’ business in the ordinary course (subject to normal wear and tear) and have been,

in all material respects, maintained in the ordinary course of business in accordance with past practice.

14.12.5.

Except

as identified in Section 14.12.5 of the Disclosure Schedule, none of the shareholders of Cataneo or its Affiliates own or co-use

any tangible or intangible asset which is material for Cataneo or its Affiliates to conduct business as conducted on the Signing

Date and which is not being transferred to Buyer upon consummation of this Agreement.

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14.13. Business

Securities

Except

as listed in Section 14.13 of the Disclosure Schedule, there are no securities, guarantees, indemnities or liabilities given or assumed

by or binding upon Cataneo or its Affiliates in respect of any Liability of the shareholders of Cataneo or its Affiliates.

14.14. Intellectual

Property

14.14.1. The

term “Intellectual Property” means any and all of the following in any

jurisdiction throughout the world: (i) issued patents and patent applications, inventions

and rights to and from inventions and invention disclosures (whether or not patentable);

(ii) (registered or non-registered) trademarks, service marks, trade names, work titles,

and other similar indicia of source or origin, together with the goodwill connected with

the use of and symbolized by, and all registrations, applications for registration, and renewals

of, any of the foregoing; (iii) copyrights, neighbouring rights (Leistungsschutzrechte),

rights in data and databases, including all applications and registrations; (iv) trade secrets,

know- how, technology, manufacturing processes, and other confidential and proprietary information

and all rights therein used in conducting the Business; (v) internet domain names and social

media accounts and pages; (vi) (registered or non- registered) design rights, (vii) utility

models and (viii) other intellectual or industrial property and / or proprietary rights relating

to intellectual property and related proprietary rights, interests, and protections, (ix)

rights in and to corresponding applications, renewals and extensions of the foregoing, as

well as all similar rights, whether registered or not, rights and interest in and entitlements

to the foregoing rights, and rights of use in such rights. This shall particularly include

but not be limited to rights in work-results created or acquired in connection with the business

purpose of Cataneo or its Affiliates, such as software (including economic rights (vermögensrechtliche

Befugnisse) in the source code and object code of software) and related documentation,

scientific and technical presentations, texts, audio, visual and audio-visual material, technical

improvements, designs, concepts, as well as their respective drafts and preliminary stages.

This shall also include, where applicable, rights in and to training data sets, machine learning

models, model weights, prompts, and AI-generated work results to the extent protectable under

applicable laws.

14.14.2. Section

14.14.2 of the Disclosure Schedule contains, for Cataneo and its Affiliates, a correct and

complete list of all Intellectual Property rights registered with the DPMA, EuIPO, WIPO or

a comparable national or international patent and trade mark office which are owned or co-owned

by Cataneo and its Affiliates (the “Company IP Registrations” ) (together

with all other Intellectual Property rights owned or co-owned by Cataneo and its Affiliates,

the “Owned IP Rights” ). Except as set forth otherwise in Section 14.14.2

of the Disclosure Schedule, Cataneo or its Affiliates are the sole legal and commercial owner

of the Owned IP Rights and are free to use, exploit, enforce and dispose of (verfügen

über) the Owned IP Rights.

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14.14.3. Cataneo

or its Affiliates own or have the valid and enforceable right to use all (i) issued patents

and patent applications, inventions and rights to and from inventions and invention disclosures

(whether or not patentable); (ii) (registered or non- registered) trademarks, service marks,

trade names; (iii) trade secrets (iv) utility models, (v) registered or non-registered designs,

(vi) data and databases and (vii) software, used or held for use in or necessary (a) for

the conduct of their business as currently conducted, and (b) to continue such conduct after

the Closing (the “Company Intellectual Property”), free and clear of all

Encumbrances. All of the Company Intellectual Property is, to Sellers’ Knowledge, valid

and enforceable, and all Company IP Registrations are, to Sellers’ Knowledge, subsisting

and in full force and effect. Cataneo and its Affiliates have taken all reasonable and necessary

steps to prosecute, register, maintain, renew, protect and enforce their Intellectual Property.

14.14.4. To

Sellers’ Knowledge, the conduct of Cataneo’s and its Affiliates’ business

as currently and formerly conducted, and as proposed to be conducted, has not infringed,

misappropriated, or otherwise violated, is not infringing, misappropriating or otherwise

violating and will not infringe, misappropriate, or otherwise violate, the Intellectual Property

or other rights of any Person. No Person has infringed, misappropriated, or otherwise violated

any Company Intellectual Property.

14.14.5. To

Sellers’ Knowledge, none of the execution and delivery or effectiveness of this Agreement,

the consummation of the Transaction, nor the performance of Cataneo’s and its Affiliates’

obligations under this Agreement will cause the forfeiture or termination of, or give rise

to a right of forfeiture or termination of, any Company Intellectual Property, or impair

the right of Cataneo and its Affiliates to use the Company Intellectual Property or any portion

thereof. All Owned IP Right will to the same extent as before Closing be transferable, alienable

or licensable by Buyer and/or Cataneo and its Affiliates without restriction and without

payment of any kind to any third party.

14.14.6. To

Sellers’ Knowledge Cataneo and its Affiliates have paid all remuneration and other

compensation asserted to Cataneo and its Affiliates relating to any commercial exploitation

of Owned IP Rights made prior to the Closing Date to Persons entitled thereto pursuant to

applicable Laws (in particular pursuant to the German Act on Employee Inventions, Arbeitnehmererfindungsgesetz)

or any similar applicable Laws or pursuant to contractual arrangements, if applicable. To

Sellers’ Knowledge, Cataneo and its Affiliates are not obliged nor will be obliged

after the Closing Date to pay any remuneration or other compensation for any use of Owned

IP Rights made prior to the Closing Date. The Sellers’ Knowledge obligation in this

Section 14.14.6 shall extend to any remuneration claims that may arise under applicable laws

from the use of artificial intelligence tools by employees in the creation of Owned IP Rights.

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14.15. Information

Technology Systems; Information Technology Agreements

14.15.1. Cataneo

and its Affiliates either own or hold valid leases and/or licenses to all computer hardware,

software, networks and other information technology (collectively the “Information

Technology Systems”), which is used by or necessary for Cataneo and its Affiliates

to conduct its business as conducted at the Signing Date.

14.15.2. All

Information Technology Systems are in satisfactory working order,

14.15.2.1. are

fit for the purpose for which they are being used and operate and perform in accordance with

their documentation and functional specifications and otherwise as required for Cataneo and

its Affiliates to carry on its business as conducted on the Signing Date;

14.15.2.2. have

not suffered any material error, breakdown, failure or security breach within the last twelve

(12) months prior to the Signing Date which has caused disruption or damage to the business

of Cataneo and its Affiliates constituting a material adverse effect on Cataneo’s or

its Affiliates’ business.

14.15.3. To

Sellers’ Knowledge, there have been no unauthorized intrusions or breaches of the security

of Cataneo’s or its Affiliates’ Information Technology Systems except as set

forth otherwise in Section 14.15 of the Disclosure Schedule. Cataneo and its Affiliates have

implemented any and all current security patches, updates or upgrades that are generally

available for their Information Technology Systems.

14.15.4. Cataneo

and its Affiliates have not been obligated pursuant to any Material Contract to disclose

the source code of the software it deploys and licenses in the conduct of its Business to

any Partner.

14.15.5. No

software has been incorporated into, integrated or bundled into any product, service or proprietary

software or has been otherwise used or distributed by Cataneo or its Affiliates in any way

which would make it subject to licensing terms for open source software (e.g. the GNU General

Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL),

BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source

License (SCSL), the Sun Industry Standards License (SISL) and the Apache License, irrespective

of the applicable version of the licensing or distribution terms), and which would restrict

Cataneo’s or its Affiliates’ ability to charge for any distribution of such product,

service or proprietary software and the rendering of related services or to use such product,

service or proprietary software for commercial purposes, in each case except as Fairly Disclosed

in the Data Room.

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14.15.6. None

of the license terms applicable to open source software used by Cataneo or its Affiliates

create any obligations for Cataneo or its Affiliates:

14.15.6.1. to

disclose any trade secret which is incorporated in its product, service and/or proprietary

software,

14.15.6.2. to

distribute any of the software owned or licensed by Cataneo or its Affiliates in source code

format,

14.15.6.3. to

license any of Cataneo’s or its Affiliates’ products, services, proprietary software

and/or licensed software for the purpose of making derivative works, or

14.15.6.4. to

redistribute any of Cataneo’s or its Affiliates’ products, services, proprietary

software and/or licensed software at no charge.

14.15.7. To

the Sellers’ Knowledge, the Company and its Affiliates comply in all material respects

with applicable cybersecurity laws and regulations

14.16. Insurance

Section

14.16 of the Disclosure Schedule sets forth a true and complete list of all current policies or binders of insurance maintained by Cataneo

and its Affiliates and relating to their assets, business, operations, employees, officers, and directors (collectively, the “Insurance

Policies”). Such Insurance Policies are, to Sellers’ Knowledge, in full force and effect. Neither Cataneo nor its Affiliates

have received any written Notice of cancellation of, premium increase with respect to, or alteration of coverage under, any of such Insurance

Policies. All premiums due on such Insurance Policies have been paid. Cataneo and its Affiliates are not in default under, or have otherwise

failed to comply with, in any material respect, any provision contained in any Insurance Policy in each case in a way that would impact

the scope of their available insurance protection. The Insurance Policies are sufficient for compliance with all applicable Laws and

Contracts to which Cataneo and its Affiliates are a party or by which they are bound.

14.17. Litigation;

Governmental Orders; Third Party Claims

14.17.1. Subject

to Section 14.17.1 of the Disclosure Schedule list, there are no claims, actions, demands,

lawsuits, arbitrations, audits, notices of violation, (administrative) proceedings, public

procurement Law related complaints, review proceedings (Nachprüfverfahren), litigation

or investigations by public authorities (collectively, the “Actions” )

pending (anhängig) or threatened in writing against or by Cataneo or its Affiliates

(i) relating to non-compliance with specifications or breaches of warranties or representations

by the products of Cataneo or its Affiliates, (ii) relating to or affecting Cataneo or its

Affiliates or any of their properties or assets; (iii) that challenge or seek to prevent,

enjoin, or otherwise delay the Transactions contemplated by this Agreement, or (iv) with

a value in excess of EUR 10,000 (in words: Ten Thousand Euros).

14.17.2. To

Sellers’ Knowledge, Cataneo and its Affiliates are in all material respects in compliance

with all governmental orders against, relating to, or affecting their business, properties

or assets.

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14.18. Compliance

with Laws; Permits

14.18.1. In

the period since October 1, 2022, to Sellers’ Knowledge, Cataneo and its Affiliates

have complied, and are now complying, with all Laws applicable to them or their business,

products, properties or assets except for any failure to comply with applicable Laws which

is not material.

14.18.2. To

Sellers’ Knowledge all permits obtained, or required to be obtained, from governmental

authorities (collectively, the “Permits”) in order for Cataneo and its

Affiliates to conduct their business, including, without limitation, operating any of the

Real Property, have been obtained and are valid and in full force and effect. No governmental

authority has informed Cataneo or its Affiliates in writing that any Permit is missing or

invalid. Section 14.18.2 of the Disclosure Schedule lists all current Permits issued to Cataneo

and its Affiliates and to Sellers’ Knowledge no event has occurred that would reasonably

be expected to result in the revocation or lapse, modification or amendment of any such Permit.

14.18.3. In

the period since October 1, 2022, except as set out in Section 14.18.3 of the Disclosure

Schedule, neither Cataneo nor its Affiliates have received a Governmental Order, penalty,

fine or other sanction, with respect to a violation of applicable law or Permits, or have

been accused of or convicted of any violation of applicable law or Permits.

14.18.4. To

Sellers’ Knowledge, neither Cataneo nor its Affiliates are subject to any pending administrative

or criminal investigation regarding an alleged Compliance Case and there exist no incidents

that are likely to result in such investigation.

14.18.5. In

the period since October 1, 2022, neither Cataneo or its Affiliates, nor, to Sellers’

Knowledge, any of the current or former directors, officers, employees, or agents of Cataneo

or its Affiliates have been accused of or convicted for, in each case as a result of actions

for or on behalf of Cataneo or its Affiliates, any Compliance Case, and neither Cataneo nor

its Affiliates have received a written notice stating that a Compliance Case has occurred

with regard to the aforementioned persons. There are no internal reports (including whistleblowing

reports), which give rise to an initial suspicion that any of the aforementioned persons

have been involved since October 1, 2022 in any Compliance Case, in each case as a result

of actions for or on behalf of Cataneo or its Affiliates.

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14.19. Data

Protection

Sellers’ Knowledge, Cataneo and its Affiliates are not subject to an official investigation, order or informal inquiry of the competent

authorities with regard to compliance with data protection laws applicable to Cataneo and its Affiliates and are not obliged under any

court decision or administrative order to pay damages to data subjects or administrative fines under data protection law. No claims for

such damages have been asserted by data subjects against Cataneo or its Affiliates in writing. To Sellers’ Knowledge, all steps

necessary to ensure that personal data is being processed in accordance with data protection laws applicable to Cataneo and its Affiliates

have been taken and duly implemented by Cataneo, its Affiliates, and its employees, managing directors, board members and officers except,

in each case, where a failure to do so would not or is not reasonably expected to result in a loss in excess of EUR 2,500 (in words:

Two Thousand and Five Hundred Euros).

14.20. Employment

Matters

14.20.1. Section

14.20.1 of the Disclosure Schedule and Exhibit 14.20.1 to this deed contain

a correct and complete list of all employees, managing directors, board members, officers

and members of other corporate bodies of Cataneo and its Affiliates, setting forth for each

individual described, (A) the individual’s title or position, hire date, and compensation,

and (B) the other employee benefits (such as performance-related payments, anniversary, holiday

or jubilee payments, Christmas bonuses, stock options, fringe benefits, other variable remuneration

elements or similar rights) other than Pensions Commitments (collectively, the “Employee

Benefits” ) as well as all commitments, whether of an individual or collective

nature (including commitments based on company practice (betriebliche Übung))

regarding pensions (betriebliche Altersversorgung) under which Cataneo and its Affiliates

have any obligations (collectively, the “Pension Commitments” ) provided

to each such individual. All agreements and commitments of collective nature regarding Employee

Benefits and all Pension Commitments have been Fairly Disclosed in the Data Room. Exhibit

14.20.1 to this deed has been treated in the same way as the exhibits marked “B”

in the Deed of Reference.

14.20.2. Cataneo’s

managing directors (Geschäftsführer) are Thomas Brönauer and Renato

Rocha Pinto. Christian Unterseer has resigned from his office as managing director of Contentmarket

before Signing. Renato Rocha Pinto has been appointed managing director of Contentmarket

prior to Signing. Cataneo d.o.o’s managing directors are Julien Saisset-Roche and Horst

Friedrich.

14.20.3. Section

14.20.3 of the Disclosure Schedule contains for Cataneo and its Affiliate a correct and complete

list of their leadership team, i.e. all first level officers below the managing directors

(Gruppenleiter) (collectively, the “Key Employees”). None of the

Key Employees and, except as expressly provided for in this Agreement, no managing director,

board member, officer or member of other corporate bodies of the Company or its Affiliate

have given Notice of termination or requested amendment of his/her employment agreement or

has announced such termination or request for amendment. The execution and performance of

this Agreement or the Transactions contemplated therein do not trigger any rights or claims

of any Key Employee, managing director, board member, officer or member of other corporate

bodies of the Company or its Affiliate.

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14.20.4. Cataneo

and its Affiliate are not a member in any employers’ association (Arbeitgeberverband)

and no collective bargaining agreements (Tarifverträge) apply to the employees

of Cataneo or its Affiliate.

14.20.5. There

is no works council (Betriebsrat) competent for the employees of Cataneo or its Affiliates

and no works agreements (Betriebsvereinbarungen) (including joint works agreements

(Gesamtbetriebsvereinbarungen) and group works agreements (Konzernbetriebsvereinbarungen))

apply to the employees of Cataneo or its Affiliates.

14.20.6. In

the last three (3) years prior to the date of this Agreement Cataneo and its Affiliates have

not experienced any strike, lockout or labor interruption. Except as disclosed in Section

14.20.6 in the Disclosure Schedule, Cataneo and its Affiliates are not involved in any legal

proceedings before any court with any current or former employee, managing director, board

member, officer or member of other corporate bodies. To Sellers’ Knowledge, and except

as disclosed in the Disclosure Schedule, no such legal proceedings have been threatened against

Cataneo or its Affiliates.

14.21. Full

Disclosure

representation or warranty by Sellers in this Agreement and no statement contained in the Disclosure Schedule to this Agreement or any

certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material

fact, or omits to state a material fact necessary to make the statements contained therein. Sellers have disclosed to Buyer all facts

or circumstances relating to Cataneo, its Affiliates and their Business that are material and reasonably relevant, from the perspective

of a cautious businessman as buyer, to evaluate Cataneo, its Affiliates, their Business and the associated risks and opportunities.

14.22.

Sellers

as Investor in Consideration Shares

14.22.1. Sellers

acquire the Consideration Shares for investment for Sellers’ own accounts, not as a

nominee or agent. Sellers have received all information from the Buyer and its management

that the Buyer considers necessary or appropriate for deciding whether to purchase the Consideration

Shares hereunder. Sellers further represent that they have had an opportunity to ask questions

and receive answers from the Buyer regarding the Buyer, its financial condition, results

of operations and prospects and terms and conditions of the offering of the Consideration

Shares sufficient to enable it to evaluate its investment.

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14.22.2. Each

Seller is an “accredited investor” (as defined in Regulation

D under the Securities Act). Each Seller has such knowledge and experience in financial or

business matters that he or it is capable of evaluating the merits and risks of the investment

in the Consideration Shares.

14.22.3. Neither

Sellers, Cataneo or its Affiliates beneficially own any securities of Buyer.

14.22.4. Sellers

understand that the Consideration Shares, when issued, shall be “restricted

securities” under the federal securities Laws inasmuch as they are being acquired

from Buyer or a third party on behalf of Buyer in a transaction not involving a Public Offering

and that under such Laws the Consideration Shares may be resold without registration under

the Securities Act only in certain limited circumstances. Sellers represent that they are

familiar with Rule 144 of the Securities Act, as presently in effect.

14.22.5 Sellers

understand that any certificates representing the Consideration Shares and Severance Shares

shall bear the following legends:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES

MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR

AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS

NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

15. Buyer’s

Remedies

15.1. Buyer

Claims

15.1.1. In

the event that any of the Sellers’ Warranties prove to be inaccurate, or of a breach

of any obligation of Sellers under or in connection with this Agreement, Sellers shall put

Buyer into the position it would have been in had the Sellers’ Warranty not been inaccurate

or the Sellers’ obligation not been breached (restitution in kind; Naturalrestitution).

If, and to the extent Sellers fail to effect restitution in kind, Buyer shall be entitled

to request from Sellers payment of damages (Schadensersatz in Geld) to Buyer for the

Losses incurred by Buyer as a result of the incorrectness of Sellers’ Warranty or the

breach of the obligation of Sellers, as applicable. Sellers shall at any time be entitled

to render payment of damages instead of restitution in kind. Claims of Buyer pursuant to

this Section 15.1.1, which, for the avoidance of doubt, do not include any Tax Indemnification

Claim, shall be referred to as the “Buyer Claims”. Sellers shall be jointly

and severally liable.

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15.1.2. “Losses”

shall mean damages (Schäden) within the meaning of sections 249 et seqq. BGB

that have been actually incurred by Buyer. For the avoidance of doubt, the obligation of

the Sellers to compensate the Buyer, or at the election of the Buyer, the Company for incurred

damages and Losses includes only any direct damages. Consequential and indirect damages (Folgeschäden,

mittelbare Schäden) and lost profits (entgangener Gewinn), lost opportunities

and frustrated expenses (vergebliche Aufwendungen) within the meaning of Section 284

BGB are excluded. Any Liability due to a recalculation (Neuberechnung) of the Consideration

upon a breach of a Sellers’ Warranty is explicitly excluded, unless the breach is based

on fraud (Arglist) or willful misconduct (Vorsatz) by or on behalf of Sellers

or any Affiliates.

15.1.3. If

a Sellers’ Warranty contained in Section 14.8 is incorrect, the Losses shall at least

equal the amount that is necessary to put Buyer in the position as if Sellers’ Warranty

had not been breached (filling of balance sheet, Bilanzauffüllung), provided

that if Sellers’ Warranty is breached because a provision for a certain matter has

not been made at all, or not in the appropriate amount, Losses shall not exceed the difference

between the actual (or reasonably expected) damage or detriment of Buyer and the amount of

the provisions actually made in the Financial Statements.

15.2. Exclusion

of Buyer Claims

Sellers

shall not be liable for, and Buyer shall not be entitled to bring, any Buyer Claim if and to the extent that:

15.2.1. the

facts or circumstances giving rise to the claim have been taken into account (i) as Liability

(Verbindlichkeit), specific provision (Rückstellung), specific depreciation

(Abschreibung), specific value adjustment (Wertberichtigung) or otherwise specifically

in the Financial Statements 2024 and 2025 of the Company and/or (ii) as a deduction item

in the determination of the Consideration pursuant to Section 6.1.1, it being understood

that any specific or generic provision made for product warranty or product liability in

the Effective Date Balance Sheet and which is accordingly included as Effective Date Financial

Debt shall reduce (and be set off against) Sellers’ liability under this Agreement

with regard to any product warranty or product liability related claims;

15.2.2. Losses

have actually been recovered from a third party, including under any insurance policy maintained

by, or for the benefit of the Company or the Buyer existing immediately prior to the Closing

if such insurance had not been terminated after Closing;

15.2.3. Buyer,

any Affiliate of Buyer or, after the Closing Date, Cataneo or its Affiliates has (i) caused

or partially caused the facts or circumstances giving rise to the claim or (ii) failed to

mitigate damages;

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15.2.4. the

matter to which the claim relates was caused by the passing of or any change in any Law,

or in the interpretation or application thereof by any administrative body or court, after

the Closing Date;

15.2.5. the

facts or circumstances giving rise to the claim have been Fairly Disclosed to Buyer. For

the purpose of this Section 15.2.5 facts or circumstances shall be considered as “Fairly

Disclosed” if the information has been disclosed in the Disclosure Schedules or

in the Data Room Documents in such manner and with sufficient detail that the nature and

scope of the relevant claim and the resulting risk could reasonably be expected to be discovered

and understood by an experienced and diligent Buyer. “Data Room Documents”

shall mean the documents and diligence question logs made accessible during the period commencing

on 09 September 2024 and ending on the date of Signing through a virtual data room set up

on sharedrive under the designation BENAI-Dokumente (the “Data Room”).

For identification purposes the Data Room Documents have also been stored on an electronic

data storage medium in the form of a USB flash drive and handed over to the Notary to be

taken into custody until three (3) years after Signing, unless otherwise unanimously instructed

in writing by the Parties. A copy of the USB flash drive will be handed over to any Party

upon request. The notary has not reviewed the USB flash drive and shall not be liable for

its content or the durability of the data stored on the USB flash drive and will not arrange

for any special protection of the USB flash drive against theft, fire or natural disasters.

After expiration of the storage period, the Notary shall hand over the USB flash drive to

Buyer.

15.3. Prohibiting

Double Recovery

Buyer

shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any

Liability, Loss, cost, shortfall, damage, breach or other set of circumstances that gives rise to more than one (1) claim.

16. Claim

Procedures

16.1. Buyer

Claim Procedure

Buyer

shall without undue delay, but in any event thirty (30) Business Days after Buyer has gained knowledge of facts that are reasonably likely

to form the basis of a Buyer Claim, give Sellers’ Notice of such alleged claim, stating in such Notice in reasonable detail the

nature thereof (including all relevant available facts and circumstances) and the amount involved, to the extent that such amount has

been determined at the time when such Notice is given.

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16.2. Third

Party Claim Procedure

16.2.1. If

a third party asserts or threatens to assert any claim against Buyer or Cataneo or its Affiliates,

or if Buyer or Cataneo or its Affiliates is subjected to any audit or examination by any

public authority, in each case based on facts or circumstances that are reasonably likely

to give rise to a Buyer Claim (each a “Third Party Claim” ), Buyer shall,

notwithstanding its obligations pursuant to Section 16.1, give Sellers’ Notice of such

Third Party Claim within twenty (20) Business Days after Buyer has learned of any of the

aforementioned actions or circumstances. The provisions of Section 16.1 shall apply accordingly.

16.2.2. Buyer

will procure that Cataneo or its Affiliates will make no admission of Liability with respect

to any Third Party Claim which involves potential Liability against Sellers without consulting

Sellers and receiving written consent of Sellers for such admission regarding the Third Party

Claim and the Third Party Claim will not be compromised, disposed of or settled without the

prior consultation and written consent of Sellers which shall not be unreasonably withheld.

16.2.3. If

Sellers wish to defend Buyer or Cataneo or its Affiliates against the Third Party Claim in

their name and on their behalf, Sellers shall give Notice to Buyer of such decision within

a period of three (3) weeks after having been duly notified of the Third Party Claim in accordance

with Section 16.2.1. Upon such notification and provided that Sellers have acknowledged its

responsibility for such Third Party Claim under this Agreement, Sellers shall be entitled

to take any action it deems necessary to defend against or appeal the Third Party Claim (including

the assertion and pursuit of counter-claims or other claims against any third parties) at

its sole discretion in the name and on behalf of Buyer or Cataneo or its Affiliates in each

case taking into account the legitimate business interests of Buyer and provided that Buyer

or Cataneo or its Affiliates shall have the right to participate in the defense of any Third

Party Claim. Sellers shall not have the right to assume or direct the defense of any Third-Party

Claim that (a) seeks an injunction or other equitable relief against Buyer or Cataneo or

its Affiliates (from and after the Closing), (b) involves any criminal charges, (c) is reasonably

anticipated to exceed the applicable maximum Liability amounts of Sellers pursuant to this

Agreement. In the event that Sellers timely elect to assume such defense but then fail to

promptly commence and diligently pursue the defense against a Third Party Claim pursuant

to this Section 16.2.3, Buyer shall in such events be entitled to assume the defense of such

Third Party Claim and to take any action it deems necessary to defend against or appeal the

Third Party Claim (including the assertion and pursuit of counter-claims or other claims

against any third parties), if Buyer has notified Sellers of its intention in advance.

16.2.4. To

the extent that Sellers were in breach of a Sellers’ Warranty, all costs and expenses

incurred by Buyer or Cataneo or its Affiliates in connection with the defense against the

Third-Party Claim shall be borne by Sellers. If Sellers have assumed or directed the defense

of any Third-Party Claim, all costs and expenses incurred by Sellers in connection with such

defense shall be borne by Sellers, irrespective of whether Sellers were in breach of a Sellers’

Warranty.

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17. Limitation

of Claims

17.1. Exclusive

Regime

The

Parties agree that the rights and remedies that Buyer may have against Sellers under or in connection with this Agreement and the Transaction

shall be limited to the rights and remedies expressly provided for herein and shall be solely governed by this Agreement. All other rights

or remedies of any legal nature that Buyer may otherwise have against Sellers under or in connection with this Agreement or the Transaction

are hereby waived by Buyer and excluded to the largest extent permitted under applicable Law, in particular any (i) right to withdraw

(zurücktreten) from this Agreement or to require the winding up (Rückabwicklung) of the Transaction (e.g. by

way of großer Schadensersatz), (ii) claims for breach of pre-contractual obligations (culpa in contrahendo, including claims

arising under sections 241 (2), 311 (2) and (3) BGB) or ancillary obligations (positive Forderungsverletzung, including claims arising

under sections 280, 282 BGB), (iii) claims in connection with frustration of contract pursuant to section 313 BGB (Störung der

Geschäftsgrundlage) , (iv) claims for defects of the sold assets (Mängelrechte) under sections 434 et seq. BGB, (v) rights

to rescind (anfechten) or otherwise terminate this Agreement and (vi) other statutory rights or remedies.

17.2. De

minimis, Basket, Cap

17.2.1. Buyer

shall only be entitled to bring any claims under or in connection with this Agreement other

than pursuant to Sections VII (Tax Matters) and VIII (Indemnification) if and to the extent:

17.2.1.1. such

claim exceeds an amount of EUR 25,000 (in words: Twenty Five Thousand Euros) (the “De

Minimis Amount”); and

17.2.1.2. the

aggregate amount of all such claims exceeding the De Minimis Amount exceeds an amount of

EUR 350,000 (in words: Three Hundred Fifty Thousand Euros) (the “Deductible Amount”).

If the thresholds pursuant to Section 17.2.1.1 and Section 17.2.1.2 are exceeded, the entire

amount shall be taken into account and not only the exceeding amount (Freigrenze).

17.2.2. The

aggregate total Liability of Sellers for any and all claims under or in connection with this

Agreement shall be limited to USD 3,000,000 (in words: Three Million Dollars) (the “Cap”

17.2.3. The

Cap shall not apply to any claim to pay the Adjustment Amount, claims for breach of any of

Sellers’ Warranties listed in Sections 14.2 through 14.6 (the “Fundamental

Warranties”) and claims pursuant to Sections VII (Tax Matters) and VIII (Indemnification).

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17.3. Time

Limitations

All

claims of Buyer arising under or in connection with this Agreement shall become time-barred (verjähren) twelve (12) months

after the Closing Date, except for:

17.3.1. claims

resulting from a breach of any of the Fundamental Warranties, which shall become time-barred

three (3) years after the Closing Date;

17.3.2. claims

pursuant to Section VII (Tax Matters), which shall become time-barred pursuant to Section

26; and

17.3.3. claims

pursuant to Section VIII (Indemnification) which shall become time-barred three (3) years

after the Closing Date.

17.4. Intentional

or Fraudulent Behavior

The

limitations of Liability in this Agreement, including limitations with regard to the term Losses and the limitations set forth in Sections

15 to 17, shall not apply if a breach is based on fraud (Arglist) or willful misconduct (Vorsatz) by or on behalf of Sellers

or any Affiliates.

18. Representations

and Warranties of Buyer and BEN

18.1. Buyer

and BEN, as joint debtors (Gesamtschuldner), represent and warrant (garantieren)

to Sellers, by way of an independent promise of guarantee (selbständiges Garantieversprechen)

pursuant to section 311 (1) BGB, within the scope and subject to the remedies and limitations

set forth in this Agreement, that the statements contained in this Section 18 (the “Buyer

Warranties”) are true and correct as of the Signing Date and the Closing Date,

unless a Buyer Warranty is explicitly made as of a different date, in which case such Buyer

Warranty shall be correct only as of such different date:

18.1.1. BEN

is a U.S. Corporation, duly incorporated and validly existing under the Laws of the state

of Delaware, USA, with the requisite power and authority to own and use its properties and

assets and to carry on its business as currently conducted. The shares of common stock, par

value USD 0.0001 per share, of BEN (the “BNAI Common Stock”) are traded

on the NASDAQ stock exchange under the ticker symbol ‘BNAI’. BEN has all requisite

corporate power and authority to enter into this Agreement, to carry out its obligations

hereunder, and to consummate the Transaction contemplated hereby. The copies of the certificate

of incorporation and by-laws of Buyer as most recently filed with the Buyer’s SEC Documents

are true, correct, and complete copies of such documents as in effect as of the date of this

Agreement. The execution and delivery by BEN of this Agreement, the performance by BEN of

its respective obligations hereunder, and the consummation by BEN of the Transaction contemplated

hereby have been duly authorized by all requisite corporate action on the part of BEN. As

used in this Agreement, “BEN’s SEC Documents” shall mean all registration

statements, prospectuses, reports, schedules, forms, statements, and other documents (including

exhibits and all other information incorporated by reference) required to be filed or furnished

by Buyer with the SEC, and “SEC” shall mean the U.S. Securities and Exchange

Commission.

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18.1.2. The

execution, delivery, and performance by BEN of this Agreement, and the consummation of the

Transaction contemplated hereby, do not and will not: (i) violate or conflict with any provision

of the certificate of incorporation, by-laws, or other governing documents of Buyer or any

of its subsidiaries; (ii) violate any provision of any Law or governmental order applicable

to Buyer or any of its subsidiaries; or (iii) constitute a breach of, or default under (or

an event which, with notice or lapse of time or both, would become a default under) or conflict

with, or give rise to any right of termination, cancellation or acceleration of, any agreement,

arrangement or instrument, whether written or oral, by which Buyer or any of its subsidiaries

is bound

18.1.3. No

insolvency proceedings (Insolvenzverfahren) or similar proceedings under applicable

Laws are pending regarding BEN or any of its subsidiaries and neither BEN nor any such subsidiary

is required under applicable Laws to file for any such proceeding.

18.1.4. No

consent, approval, authorization or other order of or filing with any Governmental Authority

is required to be obtained by BEN in connection with the authorization, execution and delivery

of this Agreement or with the issuance and sale of the Consideration Shares at the Closing,

except the filing of a Current Report on Form 8-K and a Notice of Sale of Securities on Form

D with the SEC to the extent required by applicable Law.

18.1.5. The

authorized capitalization of BEN consists of: (a) 750,000,000 BNAI Common Stock and (b) 10,000,000

shares of preferred stock, USD 0.0001 par value (“Preferred Stock”)).

As of the date hereof: (i) 6,521,559 BNAI Common Stock are issued and outstanding;

(ii) no shares of Preferred Stock are issued and outstanding; (iii) private warrants to purchase

538,868 shares of Common Stock are outstanding; (iv) public warrants to purchase 1,644,096

shares of Common Stock are outstanding; and (v) options to purchase 1,386,640 shares

of Common Stock are outstanding. Except as described in the immediately preceding sentence,

as of the date hereof, there are no outstanding (A) securities of BEN or any of its subsidiaries

convertible into or exchangeable for shares of capital stock of BEN, (B) options, warrants,

or other agreements or commitments to acquire from BEN or any of its subsidiaries, or obligations

of BEN or any of its subsidiaries to issue, any shares of capital stock of (or securities

convertible into or exchangeable for shares of capital stock of) BEN, or (C) restricted shares,

restricted stock units, stock appreciation rights, performance shares, profit participation

rights, contingent value rights, “phantom” stock, or similar securities or rights

that are derivative of, or provide economic benefits based, directly or indirectly, on the

value or price of, any shares of capital stock of BEN, in each case that have been issued

by Buyer or its subsidiaries. All outstanding shares of Common Stock, and all outstanding

shares of capital stock, voting securities, or other ownership interests in any subsidiary

of BEN, have been issued or granted, as applicable, in compliance in all material respects

with all applicable securities Laws. The sale and issuance of the Shares will not obligate

BEN to issue shares of Common Stock or other securities to any other person and will not

result in a right of any holder of securities issued by BEN to adjust the exercise, conversion,

or exchange price or ratio under any such securities. Other than as set forth in BEN’s

SEC Documents, BEN is not a party to any stockholders, voting or similar agreement with any

other person.

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18.1.6. When

issued and delivered in accordance with the terms hereof against payment therefore, the Consideration

Shares shall be validly issued, fully paid and nonassessable, free from any liens, encumbrances

or restrictions on transfer, including preemptive rights, rights of first refusal or other

similar rights, other than as arising pursuant to this Agreement, including but not limited

to Section 6.1.3.2.2, as a result of any action by Sellers or under federal or state securities

Laws. Assuming the accuracy of the representations and warranties of Sellers in this Agreement,

the Consideration Shares will be issued in compliance with all applicable federal and state

securities Laws and accordance with the NASDAQ stock exchange rules.

18.1.7. From

and after April 16, 2026, BEN has timely filed with or furnished to, as applicable,

all of the Buyer’s SEC Documents. As of their respective filing dates (or date of amendment,

if amended), each of Buyer’s SEC Documents (i) complied as to form in all material

respects with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange

Act” ) (as the case may be), and the rules and regulations of the SEC promulgated

thereunder applicable to such Buyer’s SEC Documents, and (ii) contained no untrue statement

of a material fact or omitted to state a material fact required to be stated therein or necessary

in order to make the statements therein, in light of the circumstances under which they were

made, not misleading. Buyer is in compliance in all material respects with all of the applicable

listing and corporate governance rules of the NASDAQ.

18.1.8. From

and after April 16, 2026 to the date hereof, (i) there have been no events, occurrences

or developments that have had or would reasonably be expected to have, either individually

or in the aggregate, a Material Adverse Effect and (ii) Buyer has not incurred any liabilities

other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary

course of business consistent with past practice, (B) liabilities not required to be reflected

in Buyer’s financial statements pursuant to GAAP or disclosed in filings made with

the SEC and (C) liabilities that would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect.

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18.1.9. There

is no action, suit, proceeding or investigation pending, or to the Knowledge of Buyer, threatened

which (i) would reasonably be expected to materially adversely affect or successfully challenge

the legality, validity or enforceability of this Agreement or (ii) except as specifically

disclosed in Buyer’s SEC Documents, would, if there were an unfavorable decision, individually

or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

Except as disclosed in Buyer’s SEC Documents, neither Buyer nor, to the Knowledge of

Buyer, any director or officer thereof is or has been the subject of any action, suit, proceeding

or investigation involving a claim of violation of or liability under federal or state securities

laws or a claim of breach of fiduciary duty relating to actions taken at Buyer.

18.1.10. Buyer

is not, and is not an affiliate of, and immediately after receipt of payment for the Consideration

Shares, will not be or be an affiliate of, an “Investment Company” within

the meaning of the Investment Company Act of 1940, as amended.

18.1.11. Neither

Buyer nor any Person acting on behalf of Buyer has offered or sold any of the Consideration

Shares by any form of general solicitation or general advertising (within the meaning of

Regulation D of the Securities Act).

18.1.12. Neither

Buyer nor any of its subsidiaries engages in the design, fabrication, development, testing,

production or manufacture of one (1) or more “Critical Technologies” within

the meaning of the U.S. Defense Production Act of 1950, as amended, including all implementing

regulations thereof.

18.1.13. No

representation or warranty by Buyer in this Agreement and no statement contained in any certificate

or other document furnished or to be furnished to Sellers pursuant to this Agreement contains

any untrue statement of a material fact, or omits to state a material fact necessary to make

the statements contained therein.

18.2. Sections

16 and 22 shall apply mutatis mutandis to any Sellers’ claims under this Section 18,

provided that:

18.2.1. The

aggregate total liability of Buyer for any and all claims under this Section 18 shall be

limited to the Cap and, if applicable, shall be settled in equity transfer;

18.2.2. The

Cap shall not apply to claims for breach of any of Buyer Warranties listed in Sections 18.1.1

through 18.1.6 (“Fundamental Buyer Warranties” ), provided, however, that

Buyer’s overall liability for any and all claims under this Section 18 shall in no

event exceed the amount of the Equity Consideration (determined based on the Agreed Share

Value); and

18.2.3. Claims

resulting from a breach of any of the Fundamental Buyer Warranties shall become time-barred

five (5) years after the Closing Date and any other claims under this Section 18 shall become

time-barred eighteen (18) months after the Closing Date.

18.3. For

purposes of this Agreement, “Knowledge of Buyer” and any similar phrases

shall mean the actual knowledge (positive Kenntnis) of Sellers and managing directors

of the Company and its Affiliates of any fact or circumstance or Sellers having failed to

obtain knowledge due to gross negligence (grob fahrlässige Unkenntnis) of such

fact or circumstance until the Signing Date.

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VI.

Covenants

19. Conduct

of Business until Closing

19.1. Sellers

shall cause Cataneo and its Affiliates to conduct the Business until the Closing Date only

in the ordinary course of business consistent with past practice unless Buyer has consented

to the specific measure or activity.

19.2. Sellers

shall, and shall cause Cataneo and its Affiliates, at the Buyer’s expense, to cooperate

with and support Buyer in converting the financial statements of Cataneo and its Affiliates

to United States Generally Accepted Accounting Principles (US-GAAP), including by providing

all information, documents and access reasonably required for such purpose in a timely manner.

19.3. Sellers

shall, and shall cause Cataneo and its Affiliates, at the Buyer’s expense, to cooperate

with and support Buyer in preparing, establishing, executing and consummating a profit and

loss transfer agreement (Ergebnisabführungsvertrag) between Buyer (or an Affiliate

designated by Buyer) and Cataneo. Such cooperation shall include, without limitation, the

provision of all information and documents reasonably necessary for the preparation, negotiation

and execution of such agreement.

19.4. Sellers

shall not take in relation to Cataneo and its Affiliates and shall cause Cataneo not

to take any of the following measures or activities unless Buyer has consented to them:

19.4.1. Make

any change in authorized equity ownership interests;

19.4.2. Sell,

purchase, transfer, acquire, redeem or issue any shares or other equity interests, securities

convertible into shares or other equity interests, or any debt securities;

19.4.3. Issue

or grant any options, warrants, conversion rights or other rights to purchase shares or other

equity interests;

19.4.4. Purchase

or otherwise acquire or agree to acquire for a consideration any shares (other than in a

fiduciary capacity);

19.4.5. Take

any action, or authorize any Person to take any actions relating to the disposition of Cataneo’s

and its Affiliates’ business or assets, or the sale of any shares in Cataneo or its

Affiliates to, or the merger with, any Person other than Buyer;

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19.4.6. Enter

into or amend any pension, retirement, profit sharing, deferred compensation, consultant,

bonus, or similar plan or agreement in respect of any of its shareholders or other employees,

or increase the current level of contributions to any such plan now in effect;

19.4.7. Acquire,

consolidate or merge with any other company, corporation, or association, or acquire, other

than in the ordinary course of business, any assets of any other company, corporation, or

association;

19.4.8. Mortgage,

pledge, or subject to a lien or any other Encumbrance, any of their assets, dispose of any

of their assets, incur or cancel any debts or claims, or increase the current level of compensation

or benefits payable to its members or employees except in the ordinary course of their business

as heretofore conducted, or take any other action not in the ordinary course of their business

as heretofore conducted, or incur any material obligation, or enter into any material contract

except as provided for in this Agreement;

19.4.9. Amend

organizational documents, in particular the articles of association of Cataneo or its Affiliate

or operating agreements;

19.4.10. Take

any material shareholders’ resolutions, including with respect to reorganization, dissolution

or liquidation;

19.4.11. Enter

into or amend any agreements involving annual payment obligations in excess of EUR 10,000

(in words: Ten Thousand Euros) in the individual case, except for any employment agreements

and supply agreements entered into in the ordinary course of business consistent with past

practice;

19.4.12. Terminate,

materially amend, or materially breach any Material Contract (as defined in Section 14.11),

or waive any material rights thereunder;

19.4.13. Enter

into any loan agreements with a party exceeding a principal amount of EUR 5,000 (in words:

Five Thousand Euros) in the individual case;

19.4.14. Make

any capital expenditures in excess of EUR 10,000 (in words: Ten Thousand Euros) in the individual

case;

19.4.15. Acknowledge

(anerkennen) any claims exceeding EUR 5,000 (in words: Five Thousand Euros) in the

individual case;

19.4.16. Enter

into any settlement agreement (Vergleich) with a value in dispute exceeding EUR 5,000

(in words: Five Thousand Euros) in the individual case;

19.4.17. Appoint

or dismiss any managing directors (Geschäftsführer) or directors of Cataneo,

except for dismissal for cause (aus wichtigem Grund);

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19.4.18. Terminate,

materially amend, or fail to renew any agreement with any of the top ten (10) customers of

Cataneo or its Affiliates (measured by revenue in the twelve (12) months preceding the Signing

Date);

19.4.19. Enter

into, amend, or terminate any transaction or agreement between Cataneo or its Affiliates,

on the one hand, and any Seller or any of its Affiliates, on the other hand, other than on

arm’s length terms and in the ordinary course of business consistent with past practice;

and

19.4.20. To

the extent it may affect or relate to Cataneo or its Affiliates: (i) make, change, or rescind

any Tax election; (ii) amend any Tax Return, except (a) for monthly VAT returns or (b) as

required by applicable Laws; (iii) change any method of accounting for Tax purposes; (iv)

change any annual Tax accounting period, or (v) enter into an contractual obligation or request

any binding ruling in respect of Taxes with any governmental authority.

20. Further

Assurances

20.1. Following

the Closing, each of the Parties shall, and shall cause their respective Affiliates to, execute

and deliver such additional documents and instruments and take such further actions as may

be reasonably required to carry out the provisions hereof and give effect to the Transaction

contemplated by this Agreement.

20.2. Sellers,

Cataneo and its Affiliates acknowledge that BEN is a U.S. public company with its shares

listed on NASDAQ stock exchange and subject to various reporting, disclosure and filing requirements

under Law. Sellers, Cataneo and its Affiliates covenant and agree to cooperate with Buyer’s

reasonable requests in order to prepare the pro forma financial statements and historical

financial statements of Cataneo and its Affiliates for the periods required to be filed by

Buyer with the SEC, in connection with Buyer’s obligations to report the Transaction

on a Current Report on Form 8-K or in connection with any registration statement filed by

Buyer, or as otherwise required by Law. Sellers shall, and shall cause Cataneo and its Affiliates

to, obtain from the registered accounting firm that audited the historical financial statements

of Cataneo and its Affiliates to deliver all required consents for the inclusion of such

historical financial statements in any filings made by Buyer. Sellers acknowledge that the

filings described in this Section 20.2 necessitate timely cooperation, including cooperation

in the performance of incremental audit procedures necessary, by Sellers and Cataneo and

its Affiliates to facilitate the execution and filing of an auditor’s consent. Sellers

shall ensure that Cataneo and its Affiliates promptly cooperate from and after the date hereof

including following the Closing to facilitate such actions and to supply the requested information

as described in this Section 20.2. Buyer shall reimburse Sellers for any reasonable out-of-pocket

costs incurred in providing the cooperation described in this Section 20.2.

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VII.

Tax Matters

21. Tax

Representations

Sellers

represent and warrant (garantieren) to Buyer by way of an independent promise of guarantee (selbständiges Garantieversprechen)

pursuant to section 311 (1) BGB within the scope and subject to the remedies and limitations set forth in this Agreement that the statements

contained in this Section 21 (the “Tax Representations”) are, taking into account the facts and circumstances set

forth in Exhibit 21 (the “Tax Disclosure Schedule” ), true and correct as of the Signing Date.

21.1. To

Sellers’ Knowledge, all returns, declarations, reports, information returns and statements,

and other documents relating to Taxes (including amended returns and claims for refund) (collectively,

“Tax Returns”) required to be filed by Cataneo and its Affiliates on or

before the Closing Date have been timely filed. Such Tax Returns are true, correct, and complete

in all respects.

21.2. To

Sellers’ Knowledge, all Taxes due and owing by Cataneo and its Affiliates (whether

or not shown on any Tax Return) have been timely paid. No extensions or waivers of statutes

of limitations have been given or requested with respect to any Taxes of Cataneo and its

Affiliates.

21.3. To

Sellers’ Knowledge, Cataneo and its Affiliates keeps books of accounts as required

by applicable Law, and the application thereof by the competent Taxing Authority, and have

sufficient records relating to past events during all times prior to and including the Closing

Date.

21.4. To

Sellers’ Knowledge, there are no liens for Taxes (other than for current Taxes not

yet due and payable) upon the assets of Cataneo or its Affiliates.

21.5. Cataneo

and its Affiliates have their registered office and place of effective management in the

jurisdiction of incorporation, and do not have any permanent establishments (Betriebstätten)

outside such jurisdiction, other than a permanent establishment for VAT purposes that Cataneo,

d.o.o. might have in Germany, if any.

22. Tax

Indemnification

Sellers

shall pay to Buyer an amount equal to any Indemnifiable Tax (the “Tax Indemnification Claim”), provided that Sellers

shall not be liable vis-à-vis Buyer (and the Tax Indemnification Claim shall be reduced accordingly) if and to the extent:

22.1.1. the

respective Tax has been paid or otherwise discharged until the Effective Date; or

22.1.2. a

specific Liability (Verbindlichkeit) or provision (Rückstellung) for the

Indemnifiable Tax is included in the Final Effective Date Balance Sheet and has reduced the

Consideration.

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22.1.3. Cataneo

and its Affiliates are entitled to any benefits in the form of Taxes that result directly

from the circumstances giving rise to the Indemnifiable Tax and arise for periods or portions

thereof beginning on or after the Effective Date, including (without limitation) benefits

resulting from the lengthening of any amortization or depreciation periods, a step- up in

the Tax basis of assets (e. g. triggered by a mutual agreement procedure – “Verständigungsverfahren”),

the non- recognition of liabilities or provisions for any period prior to the Effective Date

(Phasenverschiebung) (herein collectively “Tax Benefits”), it being

understood that the present value of the corresponding Tax Benefits shall reduce the Tax

Indemnification Claim. The present value shall be calculated on a lump-sum basis taking into

account (i) the (expected) reduction of the Tax base, (ii) the Tax rates applicable (or expected

to be applicable) in the year in which the respective Tax Benefit arises, and (iii) an applied

discount rate of three (3) per cent per annum. If the discount period cannot be determined

a period of five (5) years shall be used;

22.1.4. the

income resulting in the respective Tax is offset against a loss-carry back or loss carry

forward available at the level of Cataneo and its Affiliates and generated in periods or

portions thereof ending on or before the Effective Date;

22.1.5. the

respective Tax results from (i) a change in the exercise of any Tax election right or (ii)

the termination of any Tax consolidation scheme or (iii) a corporate reorganization, in each

case of (i) through (iii) with retroactive effect under statutory tax law to periods prior

to the Effective Date;

22.1.6. the

Buyer has failed to comply with its obligations set forth in Section 22.3 and such failure

has materially prejudiced the defense of the Sellers against the relevant Tax; or

22.1.7. the

amount of Taxes is recovered or could be recovered under a fully valid and enforceable claim

from a third party (other than any officer or employee of Cataneo, the Buyer or any of their

Affiliates), including under an insurance policy in force on the Signing Date.

22.2. Any

amounts payable to Buyer under this Section 22 shall be payable and due within ten (10) Business

Days after the Sellers have been notified by the Buyer about the amount payable and the date

on which the Tax is due by providing a copy of the Tax assessment notice, if available, but

not prior to three (3) Business Days prior to the day on which the respective Tax is due

for payment by Cataneo and its Affiliates to the competent Taxing Authority even if the assessment

does not yet have binding effect (formelle Bestandskraft).

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22.3. As

from the Closing Date, Buyer shall cause Cataneo and its Affiliates to prepare and file,

when due, all Tax returns required to be filed by or on behalf of Cataneo and its Affiliates

with respect to any taxable period ending before or including the Effective Date. The Buyer

shall provide, or cause to be provided, drafts of such Tax returns, excluding preliminary

Tax returns and Tax returns filed on a monthly basis, to Sellers not later than four (4)

weeks before the relevant filing date. All such Tax returns and any amendments to any Tax

returns filed by Cataneo and its Affiliates which relate to any period prior to or including

the Effective Date shall require the prior written consent of Sellers, such consent not to

be unreasonably withheld, conditioned or delayed. If and to the extent that the Parties fail

to reach an agreement thereon, Cataneo and its Affiliates shall file or amend the Tax returns

in their free discretion (to the extent legally permissible). If, after the Closing Date,

any Taxing Authority informs the Buyer or Cataneo or its Affiliates of a Relevant Tax Matter

or any other matter which could otherwise reasonably be expected to have an impact on Sellers’

Tax position, or if the Buyer or Cataneo or its Affiliates otherwise becomes aware of a Relevant

Tax Matter, the Buyer shall notify Sellers of such matter. The Buyer’s notice shall

be given within fifteen (15) Business Days after the Buyer or Cataneo or its Affiliates has

received the relevant information or knowledge, or at any earlier date if required to enable

Sellers to participate in any Tax audit or to review the relevant Tax assessment within the

applicable period available for an appeal or other legal remedy. If the Buyer has reason

to believe that a payment is to be made by Sellers pursuant to Section 21.1, such notice

shall state the amount of the alleged Tax Indemnification Claim and include evidence reasonably

necessary to determine the fact, amount and payment of such claim to the extent already known

and available.

23. Tax

Refunds

23.1. Buyer

shall pay to Sellers any Tax Refunds received after the Effective Date by Cataneo or its

Affiliates for the time period (Zeitraum) prior to and including the Effective Date,

except to the extent the respective claim for a Tax Refund is shown in the Final Effective

Date Balance Sheet.

23.2. Buyer

shall pay to Sellers an amount equal to any unused Tax liability (Steuerverbindlichkeit)

or Tax provision (Steuerrückstellung) of any of Cataneo or its Affiliates as

shown in the Effective Date Balance Sheet which may be dissolved after Closing, except to

the extent:

a) such

Tax liability or Tax provision has been set off against any Indemnifiable Tax. Buyer shall

be entitled to set off any other Buyer Claim against such payment obligation; or

b) the

Buyer or Cataneo or its Affiliates have an obligation arising from actions, measures or omissions

taken by Cataneo or Sellers or any of its Affiliates prior to or on the Effective Date to

forward such amounts to a third party.

23.3. Buyer

shall notify Sellers in writing and without undue delay (unverzüglich) of any

relevant decision by the Taxing Authority. Any amounts payable to Sellers pursuant to this

Section 23 shall be due and payable within five (5) Business Days after the relevant decision

of the Taxing Authority has been taken, provided, however, that any amounts payable to Sellers

pursuant to Section 23.2 shall not be due and payable prior to expiry of five (5) years after

the Closing or, if later, the last Buyer Claim has been satisfied or become time-barred.

24. As

if-Assessment, Pro-Rata Share and Treatment of Payments

24.1. In

the event Taxes relate to a Tax period beginning before the Effective Date and ending thereafter,

such Tax period shall be deemed to be split in one Tax period ending on the Effective Date

and another Tax period starting after the Effective Date for the purpose of determining claims

under this Section VII (Tax Matters).

55 / 62

24.2. All

payments to be made by Sellers to Buyer or by Buyer to Sellers under this Agreement shall

constitute a reduction or an increase in the Consideration for Tax purposes, as the case

may be. If and to the extent payments are made by Sellers directly to Cataneo or its Affiliates,

such payments shall be construed and deemed as contributions (Einlagen) made by Buyer

into Cataneo or its Affiliates and shall be treated as a reduction of the Consideration as

between the Parties.

25. Cooperation

on Tax Matters

25.1. Buyer

and Sellers shall, and shall ensure that Cataneo and its Affiliates, their respective employees

and advisors, including the employees and advisors of Sellers, fully cooperate with each

other in connection with any Relevant Tax Matter, including but not limited to the filing

of any Tax Return, the conduct of any inquiry, examination, audit, investigation, negotiation,

dispute, appeal, litigation or mutual agreement procedures (Verständigungsverfahren).

25.2. Buyer

and Sellers shall, and shall ensure that Cataneo and its Affiliates follow any reasonable

instructions of Sellers in respect of any Relevant Tax Matter. In particular, and without

prejudice to the aforementioned the Buyer shall

25.2.1. not

cause or permit Cataneo or its Affiliates to take any action on or after the Closing Date

(including, without limitation, the making or changing of any Tax election, the amendment

of any Tax Return or the taking of any Tax position on any Tax Return) that could give rise

to (or increase) any Tax Indemnification Claims or that could reduce potential Tax Refunds

without Sellers’ prior written consent, such consent not to be unreasonably withheld,

conditioned or delayed;

25.2.2. keep

and make available to Sellers, and instruct that Cataneo and its Affiliates will keep and

make available to Sellers, all books, records and information to the extent relating to any

Relevant Tax Matter in accordance with, and during the periods required under statutory law

(and to the extent such books, records and information might be of relevance for the Relevant

Tax Matter, until the relevant Tax has become final and binding and can no longer be amended);

25.2.3. provide,

or instruct Cataneo and its Affiliates to provide, to Sellers and its advisors, upon Sellers’

request, copies of all relevant documents or other information and permit, or instruct Cataneo

and its Affiliates to permit, Sellers and its Representatives to have access, during regular

business hours and upon reasonable advance notice, to the premises, employees and books and

records of Cataneo and its Affiliates, to the extent relating to a Relevant Tax Matter;

56 / 62

25.2.4. promptly

provide Sellers, no later than three (3) weeks prior to the expiration of the applicable

appeal period, with copies of all Tax assessments and other relevant information that in

Buyer’s opinion could trigger a Tax Indemnification Claim. Buyer shall give Sellers

and/or the members of the legal and tax advisory professions commissioned by the Sellers

and bound to secrecy the opportunity, at the Sellers’ request, to cooperate in an external

tax audit or other proceedings of the Company which may be relevant for a Tax Indemnification

Claim of the Sellers. Buyer shall direct the Company, as directed by the Sellers, to pursue

available appeals of tax notices which may result in a Tax Indemnification Claim and to conduct

the appeal or court proceeding including the application for suspension of execution (Aussetzung

der Vollziehung) if and to the extent that the Sellers secure payment of court costs,

counsel fees and security deposits. The Sellers may appoint the counsel. If the Sellers do

not appoint a counsel despite of a reasonable deadline set by Buyer Buyer or the Company

may appoint the counsel;

25.2.5. challenge

and litigate, and instruct Cataneo and its Affiliates to challenge, to litigate and to enter

into mutual agreement procedures (Verständigungsverfahren), at the request of

Sellers and according to Sellers’ instructions, any Tax assessment relating to a Relevant

Tax Matter; and

25.2.6. not

accept, compromise, dispose of or settle, and instruct that Cataneo or its Affiliates do

not accept, compromises, disposes of or settles, any Tax proceedings or Tax assessment relating

to a Relevant Tax Matter without Sellers’ prior written consent; such consent not to

be unreasonably withheld, conditioned or delayed.

25.3. Sellers

shall reasonably consider the interest of Buyer and Cataneo and its Affiliates when defending

a Relevant Tax Matter and using its rights under this Agreement. Sellers shall bear all costs

incurred in connection with the defense of the Relevant Tax Matter or the cooperation rights

of Sellers under this Section 25.

26. Survival

Claims

under this Section VII (Tax Matters) shall be time-barred upon expiration of six (6) months after the ultimate, final and binding assessment

of the relevant Tax. However, Sellers’ rights under Section VII shall not be time-barred before the expiration of six (6) months

after Sellers have been notified by Buyer about the circumstance giving rise to a claim of Sellers.

57 / 62

VIII.

Indemnification

27. Indemnification

by Sellers

Subject

to the other terms and conditions of this Section 27, Sellers as joint debtors (Gesamschuldner) shall indemnify and defend each

of Buyer and its Affiliate (including Cataneo and its Affiliates) (collectively, the “Buyer Indemnities” ) against,

and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses as well as any

consequential and indirect damages (Folgeschäden, mittelbare Schäden) and lost profits (entgangener Gewinn),

lost opportunities and frustrated expenses (vergebliche Aufwendungen) within the meaning of section 284 BGB, incurred or sustained

by, or imposed upon, Buyer Indemnities based upon, arising out of, with respect to, or by reason of:

27.1. the

dissolution or liquidation or any organizations or similar instrument available under applicable

Law for winding up any Cataneo or its Affiliates;

27.2. any

penalty payments relating to non-compliance with applicable data privacy law by Cataneo or

its Affiliates, in particular with regard to (i) Cataneo or its Affiliates not having concluded

mandatory data protection agreements with service providers, employees, banks or any other

third party, and/or (ii) the lack of other mandatory documentation required under the General

Data Protection Regulation, in each case if and to the extent such non-compliance existed

to Sellers’ Knowledge on the Closing Date;

27.3. any

repayment of subsidies obtained by Cataneo or its Affiliates by any government entity;

27.4. any

losses, liabilities, costs or expenses arising out of, resulting from, or in connection with the exercise or purported exercise by any

third party of any change of control provision, consent requirement, special termination right (Sonderkündigungsrecht), right

of first refusal or similar right under any Material Contract that is triggered by the execution or consummation of this Agreement;

27.5. (i)

any payments, liabilities, accruals or other obligations of the Company or any of its Affiliates

relating to Cataneo VSOP, including any wage tax (Lohnsteuer), solidarity surcharge

and employer’s social security contributions arising in respect thereof, (ii) any severance

payments (Abfindungen) or any other personnel-related costs, bonuses or compensation

payable by Cataneo or any of its Affiliates in connection with, or triggered by, the execution

or consummation of the transactions contemplated hereunder, including any wage tax (Lohnsteuer),

solidarity surcharge and employer’s social security contributions arising in respect

thereof, or (iii) any salary costs (Gehaltskosten) of Thomas Brönauer for a period

of twelve (12) months following the Closing Date, including any wage tax (Lohnsteuer), solidarity

surcharge and employer’s social security contributions arising in respect thereof,

to the extent the assumption of the service agreement of Thomas Brönauer by CUTV GmbH

as set out in Section 6.5.1 has not been validly effected as of the Closing Date; and

27.6. any

losses, liabilities, damages, costs, charges, fees, expenses, fines, penalties, taxes and

other amounts of whatever nature, including consequential and indirect damages and lost profits,

resulting from, or in connection with the circumstance that the statutory fiscal year (Geschäftsjahr)

of Cataneo was changed to the period from 1 July through 30 June pursuant to a shareholders’

resolution dated May 12, 2009 (notarial deed no. 1141 V 2009, Hans-Joachim Vollrath),

that the competent tax authorities have not recognized such fiscal year, and that the annual

financial statements of Cataneo have since been prepared, adopted and disclosed on the basis

of a fiscal year ending on 31 December (the “Fiscal Year Matter”), including

(a) all costs relating to the remediation, cure and disclosure of the Fiscal Year Matter

(including the preparation of corrected annual financial statements, establishment of a short

fiscal year (Rumpfgeschäftsjahr), required shareholders’ resolutions, amendments

to the articles of association and applications to the tax authorities), (b) any third-party

claims, regulatory fines and penalty proceedings (in particular under Sections 335, 335a

HGB), repayment claims under Section 31 GmbHG or unjust enrichment, and claims by financing

banks or other contractual counterparties, and (c) reasonable advisory, notary and register

costs (the “Fiscal Year Indemnification”).

58 / 62

IX.

Miscellaneous

28. Expenses,

Interest

The

costs for the notarization of this Agreement, all stamp duties, transfer Taxes and similar levies, all administrative and court fees

associated with the consummation of this transaction shall be borne by Buyer. All other costs and expenses incurred in connection with

this Agreement and the Transactions contemplated hereby shall be paid by the Party incurring such costs and expenses, including the fees

for its advisors.

29. Notices

29.1. Any

notice (“Notice”) hereunder shall be made in the English language, in

writing and given by personal delivery, by commercial overnight delivery service, or by certified

mail, postage prepaid, return receipt requested, or by email including a document with a

signature, at the following address:

29.1.1. If

to Sellers:

29.1.1.1. Cuneo

AG 82031 Grünwald, Schloßstraße 19 Email: mw@cuneo.ag Attention: Mr. Michael

Wölfle, CEO;

29.1.1.2. Mr.

Christian Unterseer c/o CUTV GmbH 81671 München, Rosenheimer Straße 145d Email:

christianunterseer@t-online.de ;

29.1.1.3. CUTV

GmbH 81671 München, Rosenheimer Straße 145d Email: christianunterseer@t-online.de

Attention: Mr. Christian Unterseer, CEO.

59 / 62

With

a copy to:

Philipp

Rinke, LL.M., Kleeberg Rechtsanwaltsgesellschaft mbH 80333 München, Germany Email: philipp.rinke@crowe-kleeberg.de

29.1.2. If

to Buyer:

GForce

112 GmbH Friedrich-Ebert-Anlage 56, 60325 Frankfurt am Main, Germany Email: Legal@Beninc.ai Attention: James D. Henderson, Jr., General

Counsel

With

a copy to:

Dr.

Simon Sabel, Walberg Law Tax Strategy GmbH & Cie. KG, Ludwigstr. 10, 80539 Munich

Marc Wiesner, LL.M. (Yale), Walberg Law Tax Strategy GmbH & Cie. KG, Ludwigstr. 10, 80539 Munich

29.1.3. If

to Buyer:

Brand

Engagement Network, Inc. 300 Delaware Ave, Suite 210, Wilmington, DE 19801, USA Email: Legal@Beninc.ai Attention: James D. Henderson,

Jr., General Counsel

With

a copy to:

Dr. Simon Sabel and Marc Wiesner Walberg & Cie. KG, Ludwigstr. 10, 80539 Munich

Marc Wiesner, LL.M. (Yale), Walberg Law Tax Strategy GmbH & Cie. KG, Ludwigstr. 10, 80539 Munich

29.1.4. If

to notary: Huttenlocher Zintl Notare, Leopoldstraße 11a, 80802 Munich (info@huttenlocher-zintl.de)

29.2. Each

Notice shall be effective upon receipt (Zugang) which shall be deemed to have occurred

(i) if personally served, upon such service, (ii) if sent by commercial overnight delivery

service, upon the next Business Day following such sending, (iii) if mailed, three (3) days

following the date of the post stamp, (iv) if sent by email upon transmission, provided that

the Person sending the email shall not have received an out-of-office reply or a failure

notice or (v) if otherwise transmitted, if acknowledged in writing by all other Parties to

this Agreement.

30. Notice

Changes

Any

Party may, by like Notice at any time and from time to time, designate a different address to which Notices shall be sent.

31. Severability

any provision of this Agreement should be or become wholly or partially void (nichtig), ineffective (unwirksam) or unenforceable

(undurchsetzbar), the validity, effectiveness and enforceability of the other provisions of this Agreement shall not be affected

thereby. Any such invalid, ineffective or unenforceable provision shall be deemed replaced by such valid, effective and enforceable provision

as comes closest to the economic intent and purpose of the invalid, ineffective or unenforceable provision as regards subject-matter,

extent (Maß), time, place and scope (Geltungsbereich). The aforesaid shall apply mutatis mutandis to any gap

(Lücke) in this Agreement. This Section shall not merely operate as a shift of the burden of proof (Beweislastumkehr)

but section 139 BGB shall be contracted out in its entirety.

60 / 62

32. Entire

Agreement

This

Agreement (including its Exhibits and the Disclosure Schedule) constitutes the sole and entire agreement of the Parties with respect

to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings and agreements, both

written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement

and those in any Exhibits or the Disclosure Schedule (other than an exception expressly set forth as such in the Disclosure Schedule),

the statements in the body of this Agreement will control.

33. No

Set-off

Unless

otherwise provided in this Agreement, no Party shall be entitled to exercise any right to set-off, retention or other right to refuse

performance (Aufrechnung, Zurückbehaltung oder sonstige Leistungsverweigerungsrechte) with respect to any of its payment

obligations under or in connection with this Agreement, except in case the underlying rights or claims of the Party have been expressly

acknowledged (anerkannt) by the other Party in writing or have been awarded in a legally binding (rechtskräftig) decision

in principal proceedings (im Hauptsacheverfahren) by a competent court or arbitral tribunal.

34. Successors

and Assigns

This

Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

Neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party, which consent shall

not be unreasonably withheld or delayed. No assignment shall relieve the assigning Party of any of its obligations hereunder.

35. Amendment

and Modification; Waiver

This

Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto, unless notarization

is required in which case such amendments, modifications or supplements have to be notarized. No waiver by any party of any of the provisions

hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay

in exercising, any right or remedy arising from this Agreement shall operate or be construed as a waiver thereof. No single or partial

exercise of any right or remedy hereunder shall preclude any other or further exercise thereof or the exercise of any other right or

remedy.

61 / 62

36. Announcements

The

Parties have pre-aligned on and Sellers have consented to BEN’s filing of a Notice of Sale of Securities on Form D and a Current

Report on Form 8-K to be made pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, which shall include a copy of this

Agreement as an exhibit, as well as an accompanying press release, concurrently with the execution of this Agreement. The Parties undertake

that without the written consent of the other Party neither Party shall make any public announcement regarding this Agreement or any

part of its content or the transactions contemplated hereunder, unless required by applicable law, regulation or stock exchange rules

applicable to the respective Party. If legally permissible, at least five (5) Business Days prior to any permitted press release the

Party wishing to make the announcement shall notify the other Parties thereof in writing, provide to the other Parties the proposed wording

and take any requests of the other Parties into due consideration.

37. Governing

Law

This

Agreement shall be construed in accordance with, and governed by, German Law, excluding the German conflict of Law rules and excluding

the United Nations Convention on Contracts for the International Sale of Goods (CISG).

38. Submission

to Jurisdiction

All

disputes arising out of or in connection with this contract or its validity shall be finally settled in accordance with the Arbitration

Rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts of law. The arbitral tribunal shall be comprised

of three members. The seat of the arbitration is Munich, Germany. The language of the arbitration shall be English. The Parties agree

that the arbitration shall be conducted as Expedited Proceedings and that Annex 4 of the DIS Arbitration Rules shall apply.

62 / 62

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

FOR

IMMEDIATE RELEASE

Brand

Engagement Network (NASDAQ: BNAI) Signs Definitive Agreement to Acquire Cataneo GmbH, a Global Media Infrastructure Leader, in a Debt-Free

$19.5 Million Transaction

Combined

Collaboration and Patented AI Technology to Power 1:1 Engagement Across Ad-Driven Systems

WILMINGTON,

Del. and MUNICH, Germany, April 30, 2026 /PRNewswire/ — Brand Engagement Network, Inc. (NASDAQ: BNAI) (“BEN” or the

“Company”), a leader in secure, enterprise-grade conversational AI for the engagement layer between companies and consumers,

today announced a definitive agreement to acquire Cataneo GmbH (“Cataneo”), a Munich-based provider of mission-critical media

and advertising infrastructure software.

The

transaction is valued at approximately $19.5 million, with payment in a combination of cash and equity. BEN has already advanced

$1.0 million, and the Company has secured capital commitments of $8 million to fund the remaining cash consideration, $500,000 of

which has funded via the sale of common stock at a price of $39.59 per share and warrants exercisable in one year for $39.59 per

share of common stock and the remainder of which will fund prior to closing. Approximately $10.5 million of the consideration will

be delivered in BEN common stock, priced at the 20-day volume-weighted average price of $39.59 per share - which represents a

premium to BEN’s recent trading levels. This structure eliminates reliance on discounted or dilutive capital and

underscores BEN’s disciplined execution and strong balance-sheet focus.

Strategic

Highlights:

●

Global Scale & Blue-Chip Clients: Cataneo’s MYDAS platform powers advertising sales, scheduling, traffic, and monetization

for major global media organizations, including leading U.S. film studios. MYDAS manages €6 billion+ in annual advertising inventory

across 1,000+ media brands and 200+ channels worldwide.

●

Next-Generation Technology: Autonomous operating cycle with minimal human intervention and the most advanced security benchmark

standards.

●

Operational Efficiency: Cataneo delivers 35%+ in workflow efficiency through AI, improving headcount productivity and enabling

automated anomaly detection.

●

Leadership Continuity: Cataneo co-founder Christian Unterseer to join BEN’s Board of Directors upon closing.

●

Debt-Free Execution: $8 million secured at closing to complete the transaction without debt.

Cataneo’s

MYDAS platform is the core of media revenue operations, enabling broadcasters and networks to oversee, enhance, and monetize advertising

inventory in real time across linear, digital, and streaming platforms. By incorporating BEN’s proprietary AI, protected by U.S.

Patent No. 12,581,163 for “Systems and Methods for Delivering User-Specific Messages,” the combined technology and expertise

of Cataneo and BEN are expected to bring conversational AI directly into live media systems. This is expected to advance the industry

beyond decades of static inventory sales toward more customizable 1:1 brand-to-audience engagement, where each interaction can support

revenue optimization and more measurable outcomes.

“The

era of traditional ad inventory sales is evolving. The combination of Cataneo’s proven, fully automated global cloud infrastructure

and our patented AI technology positions us to help deliver a more advanced conversational AI engagement layer across the entire media

ecosystem,” said Tyler Luck, BEN’s Chief Executive Officer.

Christian

Unterseer, Co-Founder of Cataneo, says, “When we launched nearly 25 years ago, our goal was to create the industry’s first

cloud service. Now, through this strategic combination with BEN, we are leading again by harnessing AI to transform ad sales and content

monetization and to create what we believe will be a new industry standard. I am honored to join the board of directors and to witness

this revolution firsthand.”

Renato

Rocha Pinto, Chief Executive Officer of Cataneo, added: “Our platform has powered media companies’ core operations for over

two decades, delivering unmatched reliability. The next natural step is to integrate BEN’s AI to unlock exciting new capabilities

for our customers and to expand into new markets and channels.”

The

transaction is expected to close on June 30, 2026, subject to customary closing conditions.

About

Cataneo Cataneo GmbH is a global leader in media management solutions for advertising sales, scheduling, traffic, and content management

across linear, non-linear, and digital channels. Headquartered in Munich, Germany, its highly customizable and scalable MYDAS platform

delivers end-to-end monetization tools with data analytics, CRM integration, and real-time reporting. With over 20 years of experience,

Cataneo supports more than 1,000 media brands across 200+ channels on four continents. For more information, visit www.cataneo.com

About

Brand Engagement Network, Inc. Brand Engagement Network, Inc. (NASDAQ: BNAI) builds secure, enterprise-grade artificial intelligence

for the engagement layer of AI, between companies and consumers, where people interact with systems and real-world outcomes are driven.

Powered by its proprietary Engagement Language Model (ELM™), BEN’s technology delivers conversational AI that connects human

intent to organizational data, workflows, and actions inside closed-loop, privacy-protective, governed environments. Trusted by organizations

in regulated and high-stakes industries, BEN brings AI into operational settings where engagement, accountability, and results matter.

For more information, visit www.brandengagementnetwork.com.

Contacts:

Media:

BEN: amy@beninc.ai; Cataneo: marketing@cataneo.de

Investor

Relations: investors@beninc.ai

Forward-Looking

Statements

Certain

statements in this communication are “forward-looking statements” within the meaning of federal securities laws. They are

made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements

reflect, among other things, BEN’s current expectations, assumptions, plans, strategies, and anticipated results, including the

closing and anticipated benefits of the acquisition of Cataneo (the “Cataneo Acquisition”). Because forward-looking statements

relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that may differ materially from

those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of

future performance.

There

are a number of risks, uncertainties and conditions that may cause BEN’s actual results to differ materially from those expressed

or implied by these forward-looking statements, including but not limited to: (i) uncertainties as to the timing of the Cataneo Acquisition;

(ii) the risk that the Cataneo Acquisition may not be completed on the anticipated terms in a timely manner or at all; (iii) the failure

to satisfy any of the conditions to the consummation of the Cataneo Acquisition, including the ability to obtain financing to fund the

Cataneo Acquisition on terms that are agreeable to the parties or at all; (iv) the possibility that any or all of the various conditions

to the consummation of the Cataneo Acquisition may not be satisfied or waived, including the failure to receive any required regulatory

approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals) or required

major shareholder guarantees; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of

the purchase agreement; (vi) the effect of the announcement or pendency of the transactions contemplated by the purchase agreement on

BEN’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others

with whom it does business, or its operating results and business generally; (vii) risks related to diverting management’s attention

from BEN’s ongoing business operations; (viii) uncertainty as to the timing of completion of the Cataneo Acquisition; (ix) risks

that the benefits of the Cataneo Acquisition are not realized when and as expected; and (x) (A) the risk factors described in Part I,

Item 1A of Risk Factors in BEN’s Annual Report on Form 10-K for the year ended December 31, 2025 and (B) the other risk factors

identified from time to time in the BEN’s other filings with the Securities and Exchange Commission (the “SEC”). Filings

with the SEC are available on the SEC’s website at http://www.sec.gov.

Many

of these circumstances are beyond BEN’s ability to control or predict. These forward-looking statements necessarily involve assumptions

on BEN’s part. These forward-looking statements may include words such as “believe,” “expect,” “anticipate,”

“estimate,” “intend,” “plan,” “project,” “should,” “may,” “will,”

“might,” “could,” “would,” or similar expressions. All forward-looking statements attributable to

the Company or persons acting on BEN’s behalf are expressly qualified in their entirety by the cautionary statements that appear

throughout this communication. Furthermore, undue reliance should not be placed on forward-looking statements, which are based on the

information currently available to the Company and speak only as of the date they are made. BEN disclaims any intention or obligation

to update or revise publicly any forward-looking statements.

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Apr. 30, 2026

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Entity File Number

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Entity Registrant Name

Brand

Engagement Network Inc.

Entity Central Index Key

0001838163

Entity Tax Identification Number

98-1574798

Entity Incorporation, State or Country Code

Entity Address, Address Line One

300

Delaware Ave

Entity Address, Address Line Two

Suite

210

Entity Address, City or Town

Wilmington

Entity Address, State or Province

Entity Address, Postal Zip Code

19801

City Area Code

(307)

Local Phone Number

757-3650

Written Communications

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Common Stock, par value $0.0001 per share

Title of 12(b) Security

Common

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Trading Symbol

BNAI

Security Exchange Name

NASDAQ

Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

Title of 12(b) Security

Redeemable

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

Trading Symbol

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Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

Former Legal or Registered Name of an entity

+ References

No definition available.

+ Details

Name:

dei_EntityInformationFormerLegalOrRegisteredName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=BNAI_CommonStockParValue0.0001PerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=BNAI_RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: