NCGNE0576_Name-Owner Change Supporting Info_20201028

ASSET'P.URCHASE. AGREEMENT
THIS ASSET:PURCHASE AGREEMENT (this "Agreement") is made as of the'13 day of December,
2019, by and among (1)'GEEP USA Inc., a North Carolina corporation ("Seller"), whose notice address is 1
Kenview Blvd, Brampton, ON, Canada L6T 5E6, and (2) RSR Partners., LLC a Ohio limited liability
company ("Buyer'), whose notice address'is 4550 Darrow Road, Stow, Ohio 44224. Capitalized terms used
but not otherwise defined herein have the meanings given to them in Exhibit A attached hereto.
WHEREAS, Seller is engaged in the business of recycling electric waste and providing investment
recovery and management services of IT assets (the `Business"); and
WHEREAS, subject to the terns and conditions set forth in this Agreement and the other Transaction
Documents, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, such assets and
properties as set forth herein, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in exchange for the covenants and agreements contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:

IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement to be duly
executed as of the date and year first written above.
SELLER:
GEEP USA INC.
By:
rA Ze�e�-
Name: rhristooher Galifi
Title: Chief Operating Officer
BUYER:
RSR PARTNERS LLC
By:
Name:
Title:
Steven C.Joseph
Manager
The undersigned hereby joins in the execution of this Agreement for purposes of acknowledging its agreement
to be bound by Section 5 hereof.
GEEP HOLDINGS INC.
By:
Name: Christopher Galifi
Title: Chief Operating Officer

IN WITNESS WHEREOF. the parties hereto have caused this Asset Purchase ,agreement to he duly
executed as of the date and vear first written ahovc.
SELLER:
(it'H USA INC
Bv:
Namc: 'Uhristopher 6alifi
Title: Chief0perating011icer
BUYER:
RSR PARTNERS t_Y.('
13y:
Nam cvc ('..I
I i0ef Manager
The undersigned hereby join~ in the execution of this agreement tut purlioses ofacknowledging its agreement
to be bound by Section 5 hereof.
GEEP HOLDINGS INC.
By: --
Name: Christopher Gal i(i
Title: Chief Operating Officer

Exhibit A
Definitions
For purposes of this Agreement, the following terns have the meanings set forth below:
"Actual Fraud" means (i) that a Person who is a party to this Agreement made a representation or
warranty in this Agreement that was false; and (ii) which such Person knew at the time of making the
representation or warranty was false.
"Affiliate" of a Person means any other Person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, such Person. The terni "control"
(including the terms "controlled by" and "under common control with") means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.
"Assignment and Assumption Agreement" means the Assignment and Assumption Agreement with
respect to each of the Assumed Leases in the form of Exhibit C.
"Assumed Contracts" means all Contracts relating to the Business which are included in the Purchased
Assets, but excluding any Contracts set forth on Schedule A-1.
"Assumed Leases" means all leases relating to the Business which are included in the Purchased
Assets, but expressly excluding the Michigan Lease.
"Warranty Bill of Sale" means the Warranty Bill of Sale and Miscellaneous Assignment whereby the
Purchased Assets will be transferred from Seller to Buyer, in the form of Exhibit D.
"Claim" or "Claims' means any claim, action, suit, litigation, investigation, inquiry, review or
proceeding before or by any court, arbitrator, panel, agency or other governmental, administrative or judicial
authority, domestic or foreign.
"Closing Date" means the date on which the Closing occurs.
"Closing Deadline" means the 13"' day of December, 2019.
"Contract" means, with respect to any Person, any contract, agreement, instrument, lease, license,
purchase order, obligation, undertaking or other binding commitment, whether written or oral, to which such
Person or such Person's properties, operations, business or assets are bound.
"Employees" means individuals currently employed, engaged or retained under contract by Seller
working in the Business on a full-time, part-time or temporary basis, as well as those employees on disability
leave, parental leave or other authorized absence.
"Fundamental Representations" means the representations and warranties set forth in the following
Sections: 3_1 (Organization and Power), 3_2 (Authorization), 3_3 (Subsidiaries), 3.5 (Title; Liens), 3 9
(Brokers), , 3.14 (Taxes); 4_1 (Organization and Power) and 4_2 (Authorization).
"GAAP" means United States generally accepted accounting principles, consistently applied.
"Indebtedness" means at any particular time, without duplication and with respect to Seller or the
Business, (a) indebtedness for borrowed money, (b) bonds, debentures, notes or other similar instruments or
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"Michigan Lease" means that certain lease agreement for the Michigan Facility by and between Seller,
as tenant, and Charrington Estates, LLC, as landlord, dated as of March 22, 2018.
"North Carolina Facility" means the Leased Premises located at 2.710 Weck Drive, Durham, North
Carolina, 27713.
"Pernlitted Liens" means (a) liens for Taxes, utilities and other governmental charges not yet due and
payable or which are being contested in good faith by appropriate proceedings that are disclosed in writing to
Buyer that and will not have a Material Adverse Effect on the Business or Acquired Assets and with respect
to which Seller is maintaining appropriate reserves and (b) the liens set forth on Schedule A-2.
"Person" means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated
association, trust, corporation, limited liability company, entity or governmental entity (whether foreign,
federal, state, county, city or otherwise and including any instrumentality, division, agency or department
thereof).
"Retained Books and _Records" means Seller's general ledger, financial journals, general books of
account and corporate books and records.
time.
"Seller Parties" means, collectively, Seller and GEEP Holdings Inc.
"Seller's Expenses" means all transaction expenses incurred or payable by Seller as of any particular
"Seller's Indebtedness" means all Indebtedness of Seller as of any particular time.
"Tax" or "Taxes" means any (a) federal, state, local or foreign income, gross receipts, franchise,
profits, estimated, alternative minimum, add -on minimum, sales, use, transfer, registration, value added,
excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs,
duties, real property, personal property, capital stock, social security, unemployment, disability, payroll,
employment, license, employee or other withholding, foreign or domestic withholding, or other tax, of any
kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other
manner, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing
(whether disputed or not); (b) liability of Seller for any unclaimed property or the payment of any amounts of
the type described in clause (a) arising as a result of being (or ceasing to be) a member of any affiliated group
(or being included (or required to be included) in any Tax Return relating thereto); and (c) liability of Seller
for the payment of any amounts of the type described in clause (a) as a result of any express or implied
obligation to indemnify or otherwise assume or succeed to the liability of any other Person.
"Tax Returns" means returns, declarations, reports, claims for refund, information returns or other
documents (including any related or supporting schedules, statements or information) filed or required to be
filed in connection with the determination, assessment or collection of "faxes of any party or the administration
of any Laws, relating to any Taxes.
"Transaction Documents" means this Agreement, the schedules and exhibits attached hereto,
Assignment and Assumption Agreement, Bill of Sale, Seller Note and all other agreements or documents
executed in connection herewith or therewith.
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