NCG500198_Owner (Name Change)_20240304

RECEIVEDNC DEPARTMENT OF ENVIRONMENTAL QUALITY
DIVISION OF WATER RESOURCES
MAR 0 4 2024
WATER QUALITY PERMITTING SECTION
NORTH CAROLINit NPDES PERMITTING
Environmental Quality IYCDEUnM/WDES
PERMIT NAME/OWNERSHIP CHANGE FORM
CURRENT PERMIT INFORMATION:
Permit Number: NC00_J__/_J_J or NCG5o0 19
1. Facility Name: Noble Oil Services (19119 Great Smoky Mtn Expressway, Waynesville, Haywood County)
NEW OWNER/NAME INFORMATION:
1. This request for a name change is a result of:
a. Change in ownership of property/company
On, or about, March 1, 2024, 100% of the stock of Noble Oil Services, Inc.
b. Name change only will be acquired by Safetey Kleen Systems, Inc. The facility will continue to
be owned and operated by Noble Oil Services, Inc., with no change in the
scope of operations and no change in facility management or responsible
x c. Other (please explain): official.
2. New owner's name (name to be put on permit):
N/A
3. New owner's or signing official's name and title: N/A
(Person legally responsible for permit)
(Title)
4. Mailing address: Noble Oil Services, Inc. - 5617 Clyde Rhyne Dr. City: Sanford
State: NC Zip Code: 27330 Phone:( 919 ) 895-2041
E-mail address: [e-mail]
FACILITY AND DISCHARGE INFORMATION
1. Will the waste stream for the facility remain the same as under the previous owner? Yes ® No ❑
2. Will the treatment system and discharge location remain the same? Yes ® No ❑
"No Responses"
If either or both of these questions are answered "No" then more information will be needed to review the
request. Please attach documentation to describe and explain the changes to the facility activities, waste
stream, treatment process or outfall location. The Division may not be able to process the Permit
Name/Ownership Change request and may require that the new owner file a new permit application.
D 1�
North Carolina Department of Environmental Quality 1 Division of Water Quality
512 North Salisbury Street 1 1617 Mail Service Center I Raleigh, North Carolina 27699-1617
919.707.9000

NPDES Name and Ownership Change
Page 2 of 2
THIS APPLICATION PACKAGE WILL NOT BE ACCEPTED BY THE DIVISION UNLESS ALL OF THE
APPLICABLE ITEMS LISTED BELOW ARE INCLUDED WITH THE SUBMITTAL.
REQUIRED ITEMS:
This completed application form
Legal documentation of the transfer of ownership (such as a property deed, articles of
incorporation, or sales agreement)
Information to document facility, waste stream, treatment system or outfall changes as noted in
item III above (if appropriate)
Applicant's Certification:
I, C. George Bower , attest that this application for a
name/ownership change has been reviewed and is accurate and complete to the best of my knowledge.
I understand that if all required parts of this application are not completed and that if all required
supporting information and attachments are not included, this application package will be returned as
incomplete. I understand that Permit Name/Ownership Change can only take place through action
taken by the Division of Water Resources and that no actions on my part or the part of my company
result in the automatic transfer of permit coverage.
Signature: � � — Date: 28 February 2024
THE COMPLETED APPLICATION PACKAGE, INCLUDING ALL SUPPORTING INFORMATION & MATERIALS,
SHOULD BE SENT TO THE FOLLOWING ADDDRESS:
NC DEQ/ DWR / NPDES
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
Version 07/2021

Execution Version
EQUITY PURCHASE AGREEMENT
BY AND AMONG
JAMES J. NOBLE REVOCABLE TRUST, AMENDED AND RESTATED JULY 29, 20
AS THE OWNER,
NOBLE OIL SERVICES, INC. AND
NTS,LLC
AS THE COMPANY,
AND `
SAFETY-KLEEN
J
1067110.v16

TABLE OF CONTENTS
Page
ARTICLEI DEFINITIONS...................................................................................................................................................... I
1.1 Definitions.........................................................................................................................................................1
1.2 Interpretation................................................................................................................................................... 10
ARTICLE II PURCHASE AND SALE........................................................................................................... 10
2.1 Purchase and Sale of the Purchased Equity ................................................................................ 10
2.2 Purchase Price............................................................................................................................... ............. 10
2.3 Closing Payment Statement......................................................................................... .............................. 10
2.4 Payment.......................................................................................................................... ................# ........11
2.5 Closing............................................................................................................. .......... ..... ..............11
2.6 Purchase Price Adjustments..................................................................... ...... ....... .................. 11
2.7 Intended Tax Treatment..........................................................................+........ .... 13
ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING M...................................... 13
.
3.1 Organization; Qualification and Power ..................................... ...... ....................................... 13
3.2 Authorization; Enforceability ......................................................... ..................................................... 13
3.3 No Defaults or Conflicts...................................................... ................................................................... 14
3.4 Financial Statements; Indebtedness ......................................... ............................................................... 14
3.5 Undisclosed Liabilities .............................................. ....................................................................... 14
3.6 Absence of Certain Changes or Events .............. .... ................................................................... 15
3.7 Capitalization................................................ .........................................................................................15
3.8 No Consents .............................................. ........ ................................................................................ 16
3.9 Business Permits .......................................... .. ...................................................................................... 16
3.10 Litigation .......................................... ..... .......................................................................................16
3.11 Contracts ..................................... ......... ... .................................................................................... 16
3.12 Real Property .............................. ............ ............................................................................................ 18
3.13 Tangible Personal Propeii�
ffi cy of sets......................................................................................... 19
3.14 Intellectual Property ........ ..... ....................................................................................................... 20
3.15 Environmental Compl'....... .......................................................................................................... 20
3.16 Taxes ..................... ........ ....................................................................................................................21
3.17 Employee Bene .......... 22
3.18 Labor and Empl en afters ...................................................................................................................... 23
3.19 No Broker ........... .................................................................................................................................. 24
3.20 Complian a ...............................................................................................................................24
3.21 Insur ce... ........................................................................................................................................24
3.22 C uppliers.................................................................................................................................24
3.23 VID-1 es...................................................................................................................................... 24
3.24 Other re ntations or Warranties......................................................................................................... 25
4.5
4.6
4.7
4.8
ATIONS AND WARRANTIES REGARDING THE OWNER ................................................ 25
Dig tion; Qualification and Power........................................................................................................... 25
11 thorization; Enforceability .......................................................................................................................... 25
Defaultsof Conflicts................................................................................................................................. 25
oConsents.................................................................................................................................................... 25
Litigation......................................................................................................................................................... 25
Ownershipof Purchased Equity ...................................................................................................................... 26
NoBroker........................................................................................................................................................ 26
No Other Representations or Warranties......................................................................................................... 26
ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER................................................................... 26
5.1 Organization; Qualification and Power........................................................................................................... 26
5.2 Authorization; Enforceability .......................................................................................................................... 26
5.3 No Defaults or Conflicts................................................................................................................................. 26
5.4 No Consents....................................................................................................................................................27
5.5 Litigation.........................................................................................................................................................27
1067110.0 6

5.6
Investment Purpose.........................................................................................................................................
27
5.7
Sufficient Funds..............................................................................................................................................27
5.8
No Broker........................................................................................................................................................
27
5.9
Solvency..........................................................................................................................................................27
5.10
Tax Classification of Purchaser.......................................................................................................................
28
5.11
Independent Investigation...............................................................................................................................
28
5.12
No Other Representations and Warranties ......................................................................................................
28
ARTICLE VI PRE -CLOSING COVENANTS....................................................................................................................... 28
6.1 Conduct of Business................................................................................................................. .................. 28
6.2 Access to Information; Confidentiality....................................................................................... ............ 29
6.3 Filings and Authorizations............................................................................................................ ............ 30
6.4 Satisfaction of Conditions............................................................................................ ............................. 31
6.5 Exclusive Dealing........................................................................................................... ...............31
6.6 Real Property Transfer...................................................................................... ......... ..... ...............32
6.7 Termination of COLI Policies............................................................................ ... ..... ................... 32
6.8 Delaware Hazardous Waste Transporter Permit; Certain Consent ......... ......... ... . .......................... 32
ARTICLE VII POST -CLOSING COVENANTS ................................................ ........... ............................................ 32
7.1 Post -Closing Cooperation........................................................ .. ............ ......................................... 32
7.2 D&O Indemnification and Insurance .................................. ........... ...................................................... 32
7.3 WARN Act............................................................................ ................................................................. 33
7.4 Tax Matters........................................................................... ...............................................................33
7.5 Resignations of Officers and Directors ..................... .................................................................... 34
7.6 Restrictive Covenants ........................................ ...... ..................................................................... 34
7.7 Release......................................................... .......................................................................................... 35
7.8 Closing Transaction Bonuses ..................... ....... ................................................................................ 36
7.9 COLI Policies ............................................... ......... 36
7.10 Further Assurances ..........................w.... ...................................................................................' 36
ARTICLE VIII CONDITIONS PRECEDE T OBLIG IOWS OF PURCHASER....................................................... 37
8.1 Representations and Warran ..... .......................................................................................................... 37
8.2 Performance ................. ...... ..... ..................................................................................................... 37
8.3 No Material Adverse ect ....... ........................................................................................................... 37
8.4 Certificates .............. ..... ......................................................................................................................37
8.5 Legal Prohibitio ................................................................................................................................... 37
8.6 Organizational D and Good Standing Certificates........................................................................... 37
8.7 Third P nsen ................................................................................................................................. 37
8.8 Liens..........................................................................................................................................37
8.9 Iss f I Po.................................................................................................................................. 37
8.10 enc ination of COLI Policies..................................................................................................... 38
8.11 al Estat r er Evidence........................................................................................................................ 38
8.12 edacted ate *al Contracts........................................................................................................................ 38
8.j0ft ificate Nonforeign Status...................................................................................................................... 38
9.3
9.4
9.5
9.6
N )ITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY AND THE OWNER .................. 38
presentations and Warranties...................................................................................................................... 38
rformance.................................................................................................................................................... 38
Certificate........................................................................................................................................................ 38
LegalProhibition............................................................................................................................................. 38
Governing Document and Good Standing Certificate..................................................................................... 38
Issuanceof RWI Policy................................................................................................................................... 39
ARTICLEX INDEMNIFICATION....................................................................................................................................... 39
10.1 Survival...........................................................................................................................................................39
10.2 Indemnification............................................................................................................................................... 39
10.3 Third Party Claims.......................................................................................................................................... 40
10.4 Limitations on Indemnification Obligations.................................................................................................... 41
10.5 Order of Recourse; Manner of Payment.......................................................................................................... 42
10.6 Treatment of Indemnification Payments......................................................................................................... 42
1067110.0 6

10.7 Other Matters.................................................................................................................................................. 42
10.8 Exclusive Remedies........................................................................................................................................ 42
ARTICLE XI TERMINATION OF AGREEMENT.............................................................................................................. 43
11.1 Termination.....................................................................................................................................................43
11.2 Survival After Termination............................................................................................................................. 44
ARTICLEXII MISCELLANEOUS....................................................................................................................................... 45
12.1 Press Releases and Communications......................................................................................... .................... 45
12.2 Expenses................................................................................................................................... ............ 45
12.3 Governing Law; Jurisdiction; Waiver of Jury Trial...................................................................... ............ 45
12.4 Binding Effect; Assignment; Third Party Beneficiaries ............................................... ................. ............. 46
12.5 Amendment and Waiver................................................................................................ .................. 46
12.6 Counterparts.............................................................................................................................47
12.7 Complete Agreement........................................................................................ ........ ... ............... 47
12.8 Severability........................................................................................................ .... ..... .................... 47
12.9 Notices.................................................................................................... ........ .. .. ......................... 47
12.10 Specific Performance........................................................................ .. .............................................. 48
12.11 Disclosure Schedule..................................................................... ........... ............................................48
12.12 Attorney -Client Privilege......................................................... ... ............ .........................................49
12.13 No Recourse........................................................................ ............ ....................................................... 49
1067110.v16

LIST OF SCHEDULES AND EXHIBITS
SCHEDULES:
Allocation Schedule
Disclosure Schedule
EXHIBITS:
Exhibit A -I Net Working Capital
Exhibit A-2 Accounting Principles and Methodologie
Exhibit B Form of Escrow Agreement
1067110.v16

EQUITY PURCHASE AGREEMENT
THIS EQUITY PURCHASE AGREEMENT (this "Agreement") is dated as of January 31,
2024, by and among the James J. Noble Revocable Trust, Amended and Restated July 29, 2022 ("Owner"),
Noble Oil Services, Inc., a North Carolina corporation ("NOS"), NTS, LLC, a North Carolina limited
liability company ("NTS" and, together with NOS, collectively, the "Company"), and Safety-Kleen
Systems, Inc., a Wisconsin corporation ("Purchaser"). Except as otherwise indicated herein, capitalized
terms used herein are defined in Article I.
WHEREAS, the Owner owns (i) 99% of the membership interests in NTS (th Com an
Membership Interests'); k
WHEREAS, the Owner owns 100 shares of Series A Common,Wclp"aM
per share,
of NOS, which shares constitute 100% of the issued and outstanding sharekh
N Stock"
and, together with the Company Membership Interests, collectively, the "
WHEREAS, NOS owns 1 % of the membership int T%in
WHEREAS, the Company is in the business ofikcollikion, recycling and refining of
used motor oil, oil filters and waste antifreeze, and related 4N&Lntal sFrvices (the "Business"); and
WHEREAS, subject to the terms anjrnditioet forth herein, the Owner desires to sell,
and Purchaser desires to purchase, all of the Purch ty.
NOW, THEREFORE, in co er premises, representations and warranties and
mutual covenants contained herein and othe o and valuable consideration, the receipt and
sufficiency of which are hereby acknoAg the ies hereto agree as follows:
1.1
(a olloVhg terms, whenever used herein, shall have the following meanings for
all purposes of s Ag t (such definitions to be equally applicable to both the singular, plural,
masculine, femi a and ut forms of the terms herein defined):
"A�inQ Arbitrator" has the meaning set forth in Section 2.6(a).
IL Accounting Principles" means the accounting methods, policies, principles, practices and
procedure , ' consistent classifications, judgments and estimation methodologies, in each case, used by
the Company in the preparation of the Financial Statements, as further described in Exhibit A-2 of this
Agreement.
"Adjustment Escrow Amount" means $1,000,000.00.
"Affiliate" of any particular 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 first
particular Person; it being understood and agreed, for the avoidance of doubt, that (a) from and after the
Closing, the Company shall not be deemed to be an Affiliate of the Owner or any of its Affiliates and (b) at
1067110.vl6

all relevant times, Old North State Trust, LLC and its officers, members, managers, directors, employees,
agents and representatives shall not be deemed to be Affiliates of the Owner, the Company or any of
Company's Affiliates.
"Aggregate Purchase Price" has the meaning set forth in Section 2.2.
"Agreement" has the meaning set forth in the preamble hereto.
"Allocation Schedule" has the meaning set forth in Section 6.3(c).
"Base Purchase Price" means an amount equal to (a) $70,000,000
amount of the Cash Equivalents plus (c) the amount, if any, by which the Net Wor in
by the Owner for Closing in accordance with this Agreement) is greater than t
less (d) the amount, if any, by which the Target Net Working Capital is great r th tI
(as estimated by the Owner for Closing in accordance with this Agreemeit)k
"Benefit Plan" means each employee benefit 1
and each bonus, stock, stock option or other equity -based con
deferred compensation, retirement or supplemental retirement,
sharing, pension, vacation, cafeteria, dependent care, in
tuition assistance programs, and each insurance and oth
or arrangement, in each case, sponsored, maintain r c n
contributed to, by the Company or its Affiliates fo e efit
Company or any former director, officer or em�j�ee he
"Business Day"
banks are not required or authori
law on March 27, 2020.
(including
Time, dete
deposits q
any uovE
(b)\thegregate
ital ( eMmiated
Vn
rkingg Capitlal Capital
efine%1pection 3(3) of ERISA)
nsati arrangement or plan, incentive,
se ce, change -in -control, profit
emp oyee assistance, education or
or employee benefit plan, program
ted to, or required to be maintained or
any director, officer or employee of the
than a Saturday or a Sunday, on which commercial
. Massachusetts.
the Coronavirus Aid, Relief, and Economic Security Act, signed into
alen-M' means (i) the aggregate amount of all cash and cash equivalents
i s and short-term investments) held by the Company as of the Measurement
an a with the Accounting Principles plus (ii) the aggregate amount of all cash
of the Measurement Time (including any cash deposit of the Company held by
y), determined in accordance with the Accounting Principles.
lean Team A reement" means that certain Clean Team Agreement by and between
Clean Haz nvironmental Services, Inc., Safety-Kleen Systems, Inc. and each of their affiliates, and
the Company, together with its wholly owned subsidiaries, dated January 15, 2024.
"Closing" means the closing of the purchase and sale of the Purchased Equity.
"Closing Company Transaction Expenses" has the meaning set forth in Section 2.2(f).
"Closing Date" means the date the Closing takes place in accordance with Section 2.5.
"Closing Indebtedness" has the meaning set forth in Section 2.2(e).
1067110.v16

"Closing Payment Statement" has the meaning set forth in Section 2.3.
"Closing Transaction Bonuses" means the transaction bonuses set forth on Section 3.17(h)
of the Disclosure Schedule and the employer portion of any payroll Taxes related to such bonuses.
"COBRA" has the meaning set forth in Section 3.17(d).
"Code" means the Internal Revenue Code of 1986, as amended.
"COLI Policies" means those certain life insurance policies owned by NOS an nderlying
those certain split -dollar life insurance agreements listed under item 22 on Section 3.1 of the * closure
Schedule. tN\,jh,/'
"Company" has the meaning set forth in the preamble herejo.
"Company Benefit Plan" means any Benefit Plan
covers only directors, officers or employees of the Company or ar
the Company.
"Company Indebtedness" means the
"Company Intellectual Property"
Company, to the extent such fees and expi
third party to the Company at or prior to
Closing, in each case, in connection
expenses of any financial advisor,
(c) one-half of the amount, if y L
$500,000, and (d) the premiuryf ai
of James Keit
knowledge as
the course and
noted to the co
the Company or that
ficer or employee of
in Section 3.14(a).
0all fees and expenses incurred by the
of services provided by any non -employee
remain unpaid as of immediately prior to the
contemplated hereby, including the fees and
firm, (b) the Closing Transaction Bonuses,
and costs relating to the RWI Policy exceed
means, as to a particular matter, the actual knowledge of any one
!fia Scott, Mark Nall or George Bower and, in each case, such
.ed following the exercise of reasonable inquiry by such persons in
of each such person's duties to the Company, except as expressly
has the meaning set forth in Section 7.6(c).
has the meaning set forth in Section 6.2(c).
"Contract" means any contract, agreement, undertaking, bond, note, indenture, mortgage,
debt instrument, license, lease or other instrument, written or oral (including any amendments and other
modifications thereto).
"COVID-19" means SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2),
coronavirus disease or COVID-19.
1067110.v16

"COVID-19 Le isles" means the CARES Act, the Families First Act and any other U.S.
federal, state, local or non-U.S. law relating to COVID-19, including any executive order and any
administrative guidance or action implementing or interpreting any COVID-19 Legislation.
"COVID-19 Measures" means any quarantine, "shelter in place", "stay at home",
workforce reduction, social distancing, shut down, closure, sequester or any other law, Order, directive,
guideline or recommendation by any Governmental Authority in connection with or in response to COVID-
19, including any COVID-19 Legislation.
"De Minimis Business" means any equity investment by the Owner
Person in which the Owner, together with his Affiliates, collectively hold not more
of the outstanding voting securities or similar equity interests in such Person. �61
"Disclosure Schedule" means the disclosure schedules de
on the date hereof.
"Dispute Notice" has the meaning set forth in
"Environmental Laws" means any applicable
agreement with any Governmental Authority: (a) relating
protection of natural resources, endangered or thre ne
environment (including ambient air, soil, surface er r
any pu ly traded
five pe � (5%)
to Purchaser
vernmental order or binding
the cleanup thereof) or the
n health or safety, or the
,r subsurface strata); or (b)
concerning the presence of, exposure to, or the a entVanufacture, use, containment, storage,
recycling, reclamation, reuse, treatment, gen o sch e, transportation, processing, production,
disposal or remediation of any Hazardous ter rm "Environmental Law" includes, without
limitation, the following (including h imple en g regulations and any state analogs): the
Comprehensive Environmental Resp n pen ion, and Liability Act of 1980, as amended by the
Superfund Amendments and Rea riz n 1986, 42 U.S.C. §§ 9601 et seq.; the Solid Waste
Disposal Act, as amended by th es o ce o rvation and Recovery Act of 1976, as amended by the
Hazardous and Solid Waste a is of 84, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution
Control Act of 1972, as amen the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic
Substances Control Act 7 ended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and
Community Right-to-Kn 8 , 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended
by the Clean Aire ents of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational Safety and
Health Act of 19 , as ai n , 29 U.S.C. §§ 651 et seq.
"means the Employee Retirement Income Security Act of 1974.
'4WAPP"ERISA Affiliate" means any corporation, partnership, trade or business that is a member
of a group that includes the Company or its Affiliates and is treated as a single employer within the meaning
of Section 414(b), (c), (m) or (o) of the Code.
"Escrow Account" means an account designated by the Escrow Agent.
"Escrow Agent" means US Bank National Association.
1067110.06

"Escrow Agreement" means an agreement among the Owner, Purchaser and the Escrow
Agent in substantially the form attached hereto as Exhibit B, incorporating any such additional edits as
required by the Escrow Agent.
"Escrow Amount" means the Indemnification Escrow Amount plus the Adjustment
Escrow Amount.
"Estimated Aggregate Purchase Price" has the meaning set forth in Section 3.
"Financial Statements" means (i) the audited consolidated balance sheet of Company
as of December 31, 2022, and the related audited consolidated statement of profits losses f �he year
then ended and (ii) the unaudited consolidated balance sheet of the Company as o Dece er 31 23, and
the related unaudited consolidated statement of profits and losses for the year th�de . ,
"Fraud" means actual and intentional fraud in the
warranties in this Agreement. ,
"Fundamental Representations" means the
Section 3.1(a) (Organization, Qualification and Power), Se
Section 3.7 (Capitalization), Section 3.19 (No Broker),
Power), Section 4.2 (Authorization and Enforceability) c
Section 4.7 (No Broker).
the date hereof.
"GAAP" means United
and
a an3 warranties contained in
(A orization and Enforceability),
1 (O ganization, Qualification and
Lwnership of Purchased Equity) and
accounting principles, as in effect as of
"Governmental Author ans nation or government, any state or other political
subdivision thereof, any entity e i h Xipylaeny
, legislative, judicial, regulatory or administration
functions of or pertaining to gov e government authority, agency, department, board,
commission or instrumentali ittes, any foreign government, any state of the United States
or any political subdivision th d any court, tribunal or arbitrator(s) of competent jurisdiction.
"d 'means (i) radioactive materials or wastes, petroleum (including
crude oil or nf7ald
ereo and its byproducts and distillates), asbestos or asbestos -containing
materials, urea oam insulation and polychlorinated biphenyls and (ii) any other wastes,
materials, thesubstances prohibited, limited or regulated pursuant to any applicable
debtedness" shall mean, with respect to any Person, the aggregate amount, without
duplicati of " he principal of and accrued interest and other payment obligations (if any) in respect of
(a) obligati f such Person for money borrowed or (b) obligations evidenced by bonds, debentures or
notes; (ii) obligations under any interest rate swaps, collars, caps, hedging or other derivative and similar
arrangements, Contracts or instruments (valued in accordance with the Accounting Principles); (iii) any
deferred or contingent purchase price obligations for property, goods or services, whether contingent or
otherwise, valued in accordance with the Accounting Principles; (iv) obligations arising under any letter of
credit, to the extent drawn; (v) all accrued but unpaid severance obligations (with respect to the Pre -Closing
Period or triggered by the Closing but excluding any severance obligations payable due to actions or
decisions made by Purchaser or the Company after the Closing); (vi) accrued but unpaid profit sharing and
pension contribution obligations and liabilities (with respect to the Pre -Closing Period); (vii) any guaranty
given in respect of the foregoing items (i) through (vi); and (viii) all accrued and unpaid interest, prepayment
5
1067110.v16

penalties, fees, costs, expenses and other amounts that would be payable in order to fully discharge and
terminate all obligations under indebtedness of the types described in the foregoing items (i) through (vii).
Notwithstanding the foregoing, "Indebtedness" shall not (a) include any bank guarantees relating to
indebtedness paid at the Closing, (b) any items of current liabilities included in Net Working Capital,
(c) any Company Transaction Expenses or (d) any Indemnified Taxes.
"Indemnification Escrow Amount" means $1,000,000.00.
"Indemnified Party" has the meaning set forth in Section 10.3(a).
"Indemnified Taxes" means any Taxes of or with respect to the caner o without
duplication) the Company for any Pre -Closing Tax Period. Notwithstanding t fore 'ng, I dmnified
Taxes shall exclude the following Taxes: (i) Taxes to the extent included in the c tati y of Cash
Equivalents, Closing Indebtedness, the Company Transaction Expenses o\ni
o pital, in each
case, as finally determined; (ii) Taxes to the extent resulting fro a y rchaser of any
representation, covenant, obligation or other agreement in this Agree , iits obligations relating
to the Section 338(h)(10) Election as set forth in Section 6.3(c); Hir Taxes, to the extent
allocated to Purchaser under Section 7.4(d).
"Insurer" means Travelers Excess and
"Intellectual Property" means any
and extensions thereof), patent application, pater
application, service mark, trade name, business
Internet address or any right to any of the f oin
"Financial Statements".
all reissues, divisions, continuations
trademark registration, trademark
copyright registration, domain name,
meaning set forth under (ii) of the definition of
meaning set forth in Section 3.12(b).
"Lien" sal chVe, claim, community property interest, pledge, condition, equitable
interest, lien (statutory or q1Vo , security interest, mortgage, easement, encroachment, right of way,
right of first refus s tion any kind, including any restriction on use, voting, transfer, receipt of
income or exerci of an t attribute of ownership.
sses" as the meaning set forth in Section 10.2(a).
IRWF
aterial Adverse Effect" means a material adverse effect which has occurred to the
financia&ndit* or results of operations of the Company, taken as a whole; provided that for purposes
of this AMaterial Adverse Effect shall not include the effect of (and none of the following shall
be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be
taken into account in determining whether there has been or will be, a Material Adverse Effect) (a) changes,
effects or events affecting the industry or markets in which the Company operates (to the extent not
disproportionately affecting the Company relative to other companies operating in such industry or
markets), (b) the announcement or disclosure of the transactions contemplated herein (including any
changes, effects or events resulting from or arising out of any of the Company's customers, suppliers or
other business relations becoming aware of the transactions contemplated by this Agreement), (c)
regulatory, political, social or general economic conditions (including any changes in or effects arising from
or relating to any of the foregoing), (d) changes in or the condition of financial, banking or securities
1067110.06

markets (including any disruption thereof and any decline in the price of any security or any market index),
(e) hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening
of any such hostilities, acts of war, sabotage or terrorism or military actions, (f) changes in law or GAAP,
(g) compliance with the terms of this Agreement or with any request of Purchaser or the taking of any action
that has been approved or consented to by Purchaser, (h) any "Act of God", including, but not limited to,
any hurricane, fire, earthquake or other natural disaster, any pandemics (including COVID-19) or
epidemics, and / or (i) the failure of the Company to meet or achieve the results set forth in any projection,
estimate, forecast or plan. Purchaser acknowledges that there could be a disruption tot Company's
business as a result of the execution of this Agreement, the announcement of Purchaser' ' tention to
purchase the Company or the announcement of the Owner's intention to sell the Comp and the
consummation of the transactions contemplated hereby, and Purchaser agrees that su disrupti is do not
and shall not constitute a Material Adverse Effect. � A
"Material Contracts" has the meaning set forth in
"Measurement Time" shall mean 11:59 p.m.
preceding the Closing Date.
"MEWA" has the meaning set forth in
"Most Recent Balance Sheet Date" me
"Multiemployer Plan" has the me
"Multiple Employer Plan" the VE
the date immediately
, 2023.
Section 3.17(f).
forth in Section 3.17(fl.
"Net Workinp, Mord
(a) a aggregate amount of the items of current assets
specified in Exhibit A-1, less (b) t of the items of current liabilities specified in Exhibit
AA=1, in each case, determined init e Accounting Principles.
stipulation, verc
with past
the certi to o
formation,
documents and
restated).
1067110.v16
the meaning set forth in Section 10.2(c).
'award, decision, injunction, decree, judgment, order, ruling,
restriction entered, issued or made by any Governmental Authority.
shall mean the ordinary course of business of the Company, consistent
rp,anizational Documents" means, with respect to any Person which is not an individual,
corporation, articles of incorporation, bylaws, equityholders' agreement, certificate of
es of organization, partnership agreement, limited liability company agreement, trust
other similar organizational documents of such Person (in each case, as amended or
"Owned Real Property" has the meaning set forth in Section 3.12(a).
"Owner" has the meaning set forth in the preamble hereto.
"Pension Plan" has the meaning set forth in Section 3.17(fl.

"Permits" means any permit, license, franchise, certificate of occupancy, operating
certificate, accreditation, approval or other authorization issued or granted by any Governmental Authority.
"Permitted Liens" means (i) mechanic's, materialmen's, carrier's, workmen's, repairmen's
or other similar Liens arising or incurred in the Ordinary Course, (ii) Liens arising under original purchase
price conditional sales Contracts and equipment leases with third Persons entered into in the Ordinary
Course, purchase money Liens and Liens of a lessor, sublessor, licensor, sublicensor, lessee, sublessee,
licensee or sublicensee arising under lease arrangements or license arrangements, (iii) Lien ising under
worker's compensation, unemployment insurance and other similar social security laws, Liens for
Taxes or other governmental charges that are not yet due and payable or that may there fter be 'd without
penalty or that are being contested in good faith by the Company, (v) any restrictio n trans arising
under any applicable securities laws, (vi) Liens to be terminated or release in c ectio ith the
consummation of the transactions contemplated by this Agreement, (vii) fec of title or
encumbrances, that, individually or in the aggregate, do not materially imp . , an reasonably be
expected materially to impair, the continued use and operation of the pr e s t ich ey relate in the
conduct of the business of the Company as presently conducted, (viii sem venants, rights -of -way
and other similar charges and encumbrances of record, that, indi u or i aggregate, would not
reasonably be expected materially to impair, the continued use d op tion the properties to which
they relate in the conduct of the business of the Company as rese con ted, and (ix) zoning, building
and other similar restrictions, and Liens that have been developer, landlord or other third
Person on (A) any property over which the Company l e e is or (B) any leased real property.
"Person" means an individual, a
association, a joint stock company, a trus
Governmental Authority.
and the portion through the
oration, a limited liability company, an
an unincorporated organization or a
the meaning set forth in Section 2.6(a).
y Taxable period ending on or prior to the Closing Date
of any Straddle Period.
"Procee " m sIVy suit, litigation, claim, complaint, action, hearing, demand, legal
proceeding, enforcement , mediation, arbitration, audit, inquiry, assessment, investigation or
other dispute res J\requity
ding of any nature, whether civil, criminal, administrative, regulatory or
otherwise, whet at la and whether before any Governmental Authority.
ch E ui " has the meaning set forth in the recitals hereto.
` urchaser" has the meaning set forth in the preamble hereto.
`Real Property" has the meaning set forth in Section 3.12(b).
"Release" means any actual or threatened release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching, dumping, pouring, emanation or migration of
any Hazardous Material in, into, onto or through the environment (including ambient air, surface water,
ground water, soils, land surface or subsurface strata).
"Releasee" has the meaning set forth in Section 7.7(a).
"Retained Employees" has the meaning set forth in Section 7.10(a).
1067110.06

"Restricted Party" has the meaning set forth in Section 7.6(a).
"Restricted Period" has the meaning set forth in Section 7.6(a).
"RWI Policy" means that certain Purchaser -side representations and warranties insurance
policy dated the date of Closing and issued by the Insurer.
"Section 338(h)(10) Election" has the meaning set forth in Section 6.3(c).
"Securities Act" has the meaning set forth in Section 5.6.
"Seller Indemnitee" has the meaning set forth in Section 10.2(b .
"Straddle Period" means any Taxable period beginning on�or b &dinlg after the
Closing Date.
"Subsidiary" shall mean with respect to any
company, partnership, association or other business entity of N
total voting power of shares of stock entitled (without regard to
in the election of directors, managers or trustees thereof
indirectly, by that Person or one or more of the other S i
or (ii) if a limited liability company, partnership, ciatio
partnership or other similar ownership interest th of ' at
indirectly, by any Person or one or more Subsi��e at P2
"Tail Policy" has the mearflk set
Akany Nclation, limited liability
r (Aa, co ration, a majority of the
k
ce of any contingency) to vote
oed or controlled, directly or
Person or a combination thereof,
business entity, a majority of the
time owned or controlled, directly or
i or a combination thereof.
amount of $4,300,000.00.
"Tax" (and, th tivellikieaning, "Taxes," "Taxable" and "Taxing') means any net
income, capital gains, gross 1 o gross receipts, sales, use, transfer, ad valorem, franchise, profits,
license, capital, withhol ' pa 11, ployment, property, alternative, value added, or other tax imposed
by any Governmental A a interest or any penalties incurred under any laws with respect to
such taxes. A
means a Proceeding primarily relating to Tax Returns or other Tax -
related in %M/
ax Return" or "Tax Returns" any return, declaration, report, claim for refund, or
informat retu relating to Taxes that is submitted to a Governmental Authority, including any schedule
or attachm reto and any amendment thereof.
"Termination Date" has the meaning set forth in Section 11.1(d).
"Transfer Taxes" means all transfer Taxes (excluding, for the avoidance of doubt, any
Taxes in the nature of an income Tax or in any manner based upon income), including sales, property
transfer, real estate transfer, use, excise, stock, stamp, documentary, filing, recording, registration, Permit,
authorization, administrative (including notary fees), value-added and similar Taxes, filing fees and similar
charges.
1067110.v16

"WARN Act" means the Worker Adjustment and Retraining Notification Act, as amended.
"Willful Breach" has the meaning set forth in Section 11.2(a).
1.2 Interpretation. The table of contents and the article, section and other headings and
subheadings contained in this Agreement and the exhibits hereto are solely for the purpose of reference, are
not part of the agreement of the parties hereto, and shall not in any way affect the meaning or interpretation
of this Agreement or any exhibit hereto. All references to days or months shall be deeme eferences to
calendar days or months, unless indicated to the contrary. Unless the context otherwise uires, any
reference to an "Article," "Section," "Exhibit," or "Schedule" shall be deemed to refer to an le of this
Agreement, a section of this Agreement, an exhibit to this Agreement or a schedule his Agr ent, as
applicable. The words "hereof," "herein" and "hereunder" and words of simil imp refer 'nto this
Agreement refer to this Agreement as a whole and not to any particular pro o greement.
Whenever the words "include," "includes" or "including" are used in this ee nt 11 be deemed
to be followed by the words "without limitation." Unless the context ok,in
re es, ferences herein:
(a) to an agreement, instrument or other document means such agree t or other document as
amended, supplemented and modified from time to time to the a tt b the provisions thereof
and by this Agreement, as applicable; and (b) to a statute means h sas ended from time to time
and includes any successor legislation thereto and any regulations oed thereunder.
AR
2.1 Purchase and Sale of the Pur d i n the terms and subject to the conditions
contained in this Agreement, at the ClosinVa
sell, assign, transfer and deliver to Purchaser
(free and clear of all Liens), and Purchas ras om the Owner, the Purchased Equity.
2.2 Purchase Price. T aase price (the "Agereaate Purchase Price") for the
Purchased Equity shall be an am t eggaof-
(a) $70,0 0
(b) r gate amount of the Cash Equivalents;
s, a amount, if any, by which the Net Working Capital is greater than the
Target Working apital;
the amount, if any, by which the Net Working Capital is less than the Target
Workin apital
e) less, the aggregate amount of the Company Indebtedness as of immediately prior
to the Closing, except to the extent paid at the Closing from the closing proceeds in accordance with Section
2.4(b) (the "Closing Indebtedness");
(f) less, the aggregate amount of the Company Transaction Expenses as of
immediately prior to the Closing, except to the extent paid at the Closing from the closing proceeds in
accordance with Section 2.4(c) (the "Closing Company Transaction Expenses').
2.3 Closing Payment Statement. At least two (2) Business Days prior to the Closing Date, the
Owner shall deliver to Purchaser a statement (the "Closing Payment Statement"), including reasonable
10
1067110.0 6

back-up calculations, setting forth (a) the Owner's good faith estimate of the aggregate amount of the Cash
Equivalents, the Net Working Capital, the Closing Indebtedness and the Closing Company Transaction
Expenses, (b) the Owner's calculation of the estimated Aggregate Purchase Price (as defined in the next
sentence) based on the foregoing (the "Estimated Aggregate Purchase Price") and (c) a flow of funds
memorandum (the "Funds Flow") detailing the payments to be made at the Closing.
2.4 Payment. At the Closing, from the Estimated Aggregate Purchase Price, Purchaser shall,
as set forth on the Funds Flow:
(a) deposit with the Escrow Agent by wire transfer of
an account designated by the Escrow Agent, the Escrow Amount;
(b) pay to the holders of any Company Indebtedness to
amounts, via such wire instructions, provided in writing by the Owner priolt,
(c) pay any Company Transaction Expenses
Statement, by wire transfer of immediately available funds to the a4
the Closing Payment Statement; provided that the aggregate amS
included in Company Transaction Expenses shall be further paid
through the Company's first payroll, subject to normal with
(d) pay to the Owner the remz
by wire transfer of immediately available funds to
avaNilaavaila funds to
at 10sinQ. such
�he Closing Payment
amounts specified on
ig Transaction Bonuses
to the recipients thereof
, following Closing; and
Aggregate Purchase Price
by the Owner.
2.5 Closing. In the event that o e ions specified in Article VIII and Article IX
(other than those to be satisfied at the Closil ut su -cW the satisfaction or waiver of such conditions at
the Closing), shall have been satisfied o a d on prior to March 1, 2024, then the Closing shall take
place on March 1, 2024, or at suc lie 'in ay be agreed upon by Purchaser and the Owner, and
shall be effective as of 12.01 a. as rn e n such date. In the event that such conditions have not
been satisfied or waived as of c ,the sing shall take place on the first Friday following the second
Business Day following the sa fa n or waiver of each of the conditions specified in Article VIII and
Article IX (other than t o a ied at the Closing but subject to the satisfaction or waiver of such
conditions at the Closing other date and time as agreed upon in writing by Purchaser and the
Owner. The Clos' 1 effec ive as of 12:01 a.m. Eastern time on the Closing Date for all purposes
of this Agreem At e osing, the Owner shall deliver to Purchaser an executed instrument of
assignment and/ transfe from the Owner to Purchaser (in form and substance reasonably satisfactory to
Purchaserrth wn effectuating the transfer of the Purchased Equity from the Owner to Purchaser
(a) No later than 90 days following the Closing, Purchaser shall cause to be prepared
and delivered to the Owner a statement (the "Post -Closing Payment Statement") setting forth Purchaser's
good faith calculation of the aggregate amount of the Cash Equivalents, the Net Working Capital, the
Closing Indebtedness, the Company Transaction Expenses and the Aggregate Purchase Price based on the
foregoing. If the Owner accepts the Post -Closing Payment Statement in writing, or if the Owner fails to
notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the
calculation of the Aggregate Purchase Price and the components thereof as set forth in the Post -Closing
Payment Statement shall be deemed final and conclusive and binding upon all parties. If the Owner disputes
the accuracy of the calculation of the Aggregate Purchase Price or any component thereof set forth in the
IF
1067110.06

Post -Closing Payment Statement, the Owner shall provide written notice to Purchaser no later than 30 days
following receipt of the Post -Closing Payment Statement (the "Dispute Notice"), setting forth in reasonable
detail those items that the Owner disputes, the amounts of any adjustments that are necessary in the Owner's
judgment for the computation of the Aggregate Purchase Price or the components thereof to conform to the
requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period
following delivery of a Dispute Notice, Purchaser and the Owner will negotiate in good faith with a view
to resolving their disagreements over the disputed items. From and after the delivery of the Post -Closing
Payment Statement to the Owner and until the final determination of the Aggregate Pur ase Price in
accordance with this Section 2.6, the Owner and its agents will be provided with such access t e financial
books and records of the Company and access to the agents and employees of the ompan including
independent accountants and their work papers) as the Owner may reasonably request t nable it despond
to the Post -Closing Payment Statement. If the parties resolve their differences er th ispu d items in
accordance with the foregoing procedure, the Aggregate Purchase Price shall b reed upon
by them. If the parties fail to resolve their differences over the disputed it s h' 0-day period,
then Purchaser and the Owner shall forthwith jointly engage the Accou 'n rb or make a binding
determination as to the disputed items in accordance with this Agre ent. a ccounting, Arbitrator"
shall mean Grant Thornton, or if Grant Thornton shall be unable illin Terve in such capacity,
such national or regional firm of independent accountants as be ed u on by Purchaser and the
Owner. The Accounting Arbitrator will under the terms of its eng ment ve no more than 45 days from
the date of referral and no more than 30 days from the fin i 'on o information and testimony by
Purchaser and the Owner within which to render its w ' n isi cluding a statement of the reasons
therefor) with respect to the disputed items (and onl th r p to any unresolved disputed items set forth
in the Dispute Notice), which decision shall be fin a indin pon the parties and enforceable by any
court of competent jurisdiction. The Accou ' ato all review such submissions and base its
determination solely on such submissions. reso isputed item, the Accounting Arbitrator may
not assign a value to any item greater t great t v ue for such item claimed by either party or less
than the smallest value for such ite 1 e y e' er party. The fees and expenses of the Accounting
Arbitrator shall be allocated to be d by , on the one hand, and the Owner, on the other hand,
based upon the percentage whic e io f e contested amount not awarded to each party bears to
the amount actually conteste party, determined by the Accounting Arbitrator. Purchaser and
the Owner acknowledge and a t , for the purposes of determining the Aggregate Purchase Price, any
additional information a in existence at any time prior to the final determination of such,
including any info do re g payables and receivables that are components thereof, may be
considered and a ie .
(i) Payment by the Owner. If the Aggregate Purchase Price, as finally
determi purs t to Section 2.6(a), is less than the Estimated Aggregate Purchase Price, the amount of
such sho 1 be paid to Purchaser by the Escrow Agent from the Adjustment Escrow Amount (and,
if applicable, y remaining portion of the Adjustment Escrow Amount shall be refunded by the Escrow
Agent to the Owner), and to the extent that the Adjustment Escrow is less than the amount of such shortfall,
the Owner will within five (5) Business Days after the determination thereof, pay to Purchaser an amount
equal to such remaining portion, by wire transfer of immediately available funds.
(ii) Payments by Purchaser. If the Aggregate Purchase Price, as determined
pursuant to Section 2.6(a), is greater than the Estimated Aggregate Purchase Price, Purchaser will, within
five (5) Business Days after the determination thereof, pay to the Owner an amount equal to such excess,
12
1067110.v16

by wire transfer of immediately available funds, and the full Adjustment Escrow Amount shall be refunded
to the Owner by the Escrow Agent.
(c) Adjustment of the Aggregate Purchase Price; Exclusive Remedy. Payment of any
amount owed pursuant to this Section 2.6 shall be treated as an adjustment to the Aggregate Purchase Price.
For the avoidance of doubt, the parties hereto acknowledge and agree that, from and after the Closing, the
provisions of this Section 2.6 and the arbitration provisions contemplated hereby shall be the exclusive
remedy and exclusive forum of the parties with respect to the matters that are or that maybe addressed
through the purchase price adjustments contemplated in this Section 2.6.
2.7 Intended Tax Treatment. The parties hereto acknowledge and agree at for fe3gral (and
applicable state and local) income Tax purposes, it is their intent that the transac 'ons c empl Ahereby
will be treated in the following manner: (a) the purchase and sale of the Compan k ( ided under
Section 6.3(c) hereof) will be treated as a sale of all of the assets of NOS p sua to 38(h)(10) of
the Code and the applicable Treasury Regulations promulgated; and e as and sale of the
Company Membership Interests will be treated in the manner describe
n R n Ruling 99-6 (Situation
1) and thereby (i) Purchaser shall be treated as purchasing the asse TS in t able transaction under
Section 1001 of the Code and (ii) the Owner will be treated avin old t e Company Membership
Interests in a taxable transaction described in Section 741 of th ode llectively, the "Intended Tax
Treatment'). The parties hereto agree to file all respecti s in a manner consistent with the
Intended Tax Treatment and further agree to take no on re Tax Return, Tax audit or other
Tax proceeding in a manner inconsistent with such tm t cept to the extend required pursuant to a
"determination" as defined in Section 1313(a) of th o .
Except as set forth ' he c Schedule (to be read without duplication with respect
to any statement in this Article Iyont'i h hrase "except as set forth on", to the extent applicable),
the Owner represents and w ha as follows:
3.1 Or ani on and Power.
IV
(as my incorporated and is validly existing and in good standing under the
laws ofthe juris tioJNgd
on Section 3.1 of the Disclosure Schedule. NTS was duly organized and is
validly existing d istanding under the laws of the jurisdiction set forth on Section 3.1 of the
DisclosureCompany has all requisite power and authority necessary to own, lease or
otherwis(hold it&p19"fties and assets and to carry on its business as presently conducted.
Each of NOS and NTS is qualified to do business (where applicable), and is in
good stands Wthe extent applicable, as a foreign entity in each jurisdiction in which the conductor nature
of its business or the ownership, leasing or holding of its properties makes such qualification necessary,
except such jurisdictions where the failure to be so duly qualified or in good standing has not had and would
not reasonably be expected to, individually or in the aggregate, materially impair the Business. Each of
NOS and NTS has heretofore made available to Purchaser complete and correct copies of its Organizational
Documents, in each case as in effect as of the date hereof.
3.2 Authorization; Enforceability. The execution and delivery of this Agreement by the
Company and the performance by them of their obligations hereunder have been authorized by all necessary
action on the part of the Company. This Agreement has been duly executed and delivered by the Company.
13
1067110.0 6

Assuming this Agreement constitutes the valid and binding obligation of each of the other parties hereto,
this Agreement constitutes the valid and binding obligation of the Company, enforceable against it in
accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other similar laws, now or hereafter in effect, relating
to or limiting creditors' rights generally and (b) general principles of equity (whether considered in an
action in equity or at law).
3.3 No Defaults or Conflicts. Except as described on Section 3.3 of the Disclo re Schedule,
no authorization, consent or approval of, or filing with or notification to, any Person ( uding any
Governmental Authority) is necessary for (a) the execution of this Agreement or the reements
contemplated hereby or the consummation by the Company of the transactions co plated reby or
thereby or (b) the Company to carry on the Business immediately after the Closin in su tial a same
manner as presently conducted. Except as described on Section 3.3 of the Discl ch , neither the
execution and delivery of this Agreement nor the agreements contemplate ere onsummation
of the transactions contemplated hereby or thereby by the Company, ' vi an provision of the
Organizational Documents of the Company (as applicable), (ii) confli with, ul a breach of constitute
a default under, result in the acceleration of, create in any party t i to a 1 ate, terminate, modify
or cancel, or require any notice under, any Material Contract mate Busi ess Permit to which the
Company is a party or by which the Company (or any of their res tive ets) is bound, (iii) violate any
law or Order applicable to the Company or any of its respe s in any material respect or (iv) result
in the imposition of any Lien other than a Permitted * u rchased Equity or any asset of the
Company. � A
3.4
(a) A true and
of the Disclosure Schedule. Except
Statements (including in all cases t
with, the books and records of th
and operating results of the m
prepared in accordance with G
the case of the Interim F al
items required by GAP
eNopy eTinancial Statements is attached on Section 3.4(a)
S tion 3.4 a of the Disclosure Schedule, the Financial
►teany) (i) have been prepared from, and are consistent
`nyly present in all material respects the financial condition
as ates and for the periods presented and (iii) have been
-ept as otherwise noted therein, consistently applied, subject to, in
ents (A) the absence of footnote disclosures and other presentation
es resulting from normal year-end adjustments.
I
AN as described on Section 3.4(b) of the Disclosure Schedule, as of the
Closing, thq. oany ave no outstanding Indebtedness.
Except as described on Section 3.4(c) of the Disclosure Schedule, all of the notes
and accVtrtions
vable reflected on the Financial Statements and the accounts receivable arising after
Decemb3 (i) are properly reflected on the books and records of the Company, (ii) arose from
bona fidand (iii) are valid, except as reserved for or reflected in the Financial Statements, not
subject to any valid claims of setoff or other defenses or counterclaims.
3.5 Undisclosed Liabilities. The Company has no liability or obligation of any nature (whether
accrued, absolute, contingent, unasserted or otherwise) of a nature that would be required by GAAP to be
reflected on a consolidated balance sheet of the Company prepared as of the date hereof in accordance with
GAAP, other than the following:
14
1067110.0 6

(a) liabilities or obligations fully and adequately reflected or reserved against in the
balance sheet included in the Financial Statements or otherwise specifically disclosed in Section 3.5(a) of
the Disclosure Schedule;
(b) current liabilities or obligations incurred in the Ordinary Course since December
31, 2023, none of which are material and none of which relate to (i) breach of contract, (ii) breach of
warranty, (iii) tort, (iv) infringement, (v) violation of law, or (vi) any Proceeding;
(c) future executory obligations arising under any of the Material Con is or under
Contracts which are not required to be disclosed on Section 3.11 of the Disclosure Schedule;
(d) liabilities and obligations arising under this Agree ent or }� of the
transactions contemplated hereby; and
(e) liabilities and obligations to be included in (or f ich sew or accrual is to
be included in) the computation of the Net Working Capital (as finall ete Ia 'n accordance with this
Agreement) or the Company Transaction Expense.
3.6 Absence of Certain Changes or Events. Except asV&t fortflkn Section 3.6 of the Disclosure
Schedule or as otherwise contemplated by this Agreeme ce a Mot Recent Balance Sheet Date
through the date of this Agreement, the Company has2ect,
a siness in the Ordinary Course and
there has not been:
(i) a Material Ae_ r has there occurred any events, which,
individually or in the aggregate, are reason4*TbC 7E' result in a Material Adverse Effect;
(ii) any sa r fe f any material assets of the Company, other than
goods or services sold in the Ordin�Co e;
(iii) ingV any loans or advances to, or guarantees for the benefit of,
any Person, except for advarickult to employees, officers, directors or agents in the Ordinary Course or
intercompany loans, advak&s o u ties;
at
loss, damage or destruction, whether or not covered by
insurance and w ^heriok the Ordinary Course; or
any making or grant of any material bonus or any material salary increase
to any ployee, than scheduled bonuses and increases in the Ordinary Course or as provided
pursuan o aJBefit Plan in effect on the date hereof.
3.apitalization.
(a) The only equity interests of NOS that are issued, reserved for issuance or
outstanding are the Purchased Equity held by the Owner. The only equity interests of NTS that are issued,
reserved for issuance or outstanding are the Purchased Equity held by the Owner and the equity held by
NOS. The Purchased Equity and the NTS equity held by NOS has been duly authorized and (as applicable)
validly issued and, other than this Agreement, is not subject to or issued in breach or violation of any
purchase option, call option, right of first refusal, preemptive right, subscription right or similar right under
any provision of applicable law, the organizational and governance documents of the Company or any
15
1067110.v16

contract to which the Company or the Owner is a party or is otherwise bound. The Purchased Equity and
the equity in NTS held by NOS is not subject to any Lien.
(b) There are no: (i) outstanding securities convertible or exchangeable into equity
securities of the Company; or (ii) options, warrants, calls, subscriptions, profits interests, phantom equity
rights, appreciation rights, conversion rights in the Company. The Company does not own, directly or
indirectly, any equity interest in any other Person, other than another the Company.
3.8 No Consents. No authorization or consent, and no notice to or
Governmental Authority is required to be obtained or made by the Company in co
execution or performance by the Company of its obligations under this Agreement.
3.9 Business Permits. Section 3.9 of the Disclosure Schedule
issued or granted by any Governmental Authority ("Business Permits") to
for or used in the operation of the Business as currently conducted. E
the Disclosure Schedule, (a) all such Business Permits are validly hel t1
is in compliance with all terms and conditions thereof, (b) none o Bi
(by its express terms) to suspension, modification, revocation onre v
and delivery of this Agreement or the consummation of the transa ns c
the date hereof, the Company possess all Business Permits kd.
wn
their respective assets and to conduct the Business as c�en c
a
with, any
k with the
1 Permits
L(Wp W,are necessary
s s rth n Section 3.9 of
o any, and the Company
s ermits will be subject
a result of the execution
nplated hereby, and (c) as of
hold under lease and operate
3.10 Liti ag tion. Except as disclosed inVc3.1 of the Disclosure Schedule, there is no
Proceeding pending or, to the Company's Knod inwriting that involves the Company or
any of their respective officers, directors or plocapacities as such) or the Company assets.
Except as disclosed in Section 3.10 of th losuthe Company is not subject to any Order.
3.11 Contracts.
(a) Exce rth Section 3.11(a) of the Disclosure Schedule, as of the date
hereof, neither the Company nkan f its assets are bound by any of the following Contracts:
(7ontract (A) generating revenue to the Company in excess of
$300,000 or the t and O customers by volume during the twelve (12)-month period ending
on December 3 2023; r the Company reasonably anticipates will involve annual payments or
consideration f 'shed t e Company in excess of $300,000 during the twelve (12)-month period after
the date ,
(ii) any Contract (A) that involves annual payments or consideration furnished
by the C an excess of $650,000 or the top 10 UMO and VGO supplier by volume during the twelve
(12)-month d ending on December 31, 2023; or (B) the Company reasonably anticipate will involve
annual payments or consideration furnished by the Company in excess of $650,000 during the twelve (12)-
month period after the date hereof;
(iii) Except as set forth on Section 3.17(a) of the Disclosure Schedule, any
Contract for the employment of any person or providing for the payment of any cash or other compensation
or benefits upon the consummation of the transactions contemplated hereby, other than offer letters with
respect to at -will employees that are not entitled to severance;
16
1067110.0 6

(iv) any Contract with an independent contractor or consultant (or similar
arrangement) that is not terminable upon thirty (30) days' notice;
(v) any Contract with any labor union;
(vi) any loan or advance to, or investment in, any Person, or any Contract
relating to the making of any such loan, advance or investment (other than extensions of credit to customers
in the Ordinary Course);
(vii) any Contract related to Indebtedness of the Company•
(viii) any Contract limiting the freedom, or purporti to li 't the Adorn, of
the Company to engage in any line of business or to compete with any other Pe r t o ' any other
Person;
(ix) any Contract set forth on Sec
any Contract relating to any royalty arrangements or the dev
indemnification or enforcement of, or other agreement with re;
all agreements pursuant to which the Company has licensed or
(except for "shrink-wrap" or "clickthrough" license agree
Company that are available in consumer retail stores o e
replacement cost of less than $10,000);
(x) any Contract
any Affiliate of the Owner or the Company,/
(xi) any
operates any property, real or persoy
o e %sclosure Schedule and
assi e , registration, license,
to, a Intel ctual Property, including
kda rise to any computer software
ini g to software licensed to the
ommercially available and have a
y, on the one hand, and the Owner or
nt under which the Company is lessee of or holds or
other Person;
(xii) se orlgreement under which the Company is lessor of or permits
any third party to hold oriop,\erroperty, real or personal, owned or controlled by the Company, other
than service agreements of which third parties hold or operate parts washer machines which
the Company owns and
Bilk any power of attorney or other similar agreement or grant of agency;
1v) any Contract relating to the acquisition or divestiture of any capital stock
or other uity sec , division or business line, or all or substantially all or a material portion of the
assets o y Pe1n, in each case to the extent any material obligations of any party thereto continue to
exist;
(xv) any Contract concerning a partnership, joint venture or investment or
relating to any distributorship or franchise; and
(xvi) any Contract (A) providing for "take or pay," volume commitment
(including requirements Contracts) or similar unconditional purchase or payment obligations, (B) that
contains provisions granting any rights of first refusal, rights of first negotiation, exclusivity or similar
rights to any Person other than the Company or (C) that contains a so-called called "best in house" or "most
favored nation" or similar provision.
17
1067110.v16

(b) The Company has provided Purchaser access to a correct and complete copy of
each Contract listed on Section 3.11(a) of the Disclosure Schedule, including all material amendments
thereto (collectively, the "Material Contracts"), except for those Contracts that the Company has provided
redacted copies of, which are identified with anonymized counterparty names on Schedule 3.11(a). The
Company will provide Purchaser with unredacted copies of all such Material Contracts as soon as possible
following the effective date of this Agreement, and in no event later than twenty (20) calendar days prior
to the Closing Date. Each of the Material Contracts are valid and binding obligations of the Company party
thereto and are in full force and effect and are enforceable by the Company party thereto in a rdance with
their respective terms (subject to applicable bankruptcy, insolvency, reorganization, orator and similar
laws affecting creditors' rights generally, and subject, as to enforceability, to general rincip of equity
(regardless of whether enforcement is sought in a Proceeding at law or in equity)). T ompan �`'hich is
a party thereto has performed all obligations required to be performed by it un the teria Contracts,
and it is not (with or without the lapse of time or the giving of notice, or both) in b or thereunder
and, to the Company's Knowledge, no other party to any Material Contrac 's (w t the lapse of
time or the giving of notice, or both) in material breach or material th de . As of the date
hereof, the Company has not received any written notice from any to terial Contract of such
party's intention to terminate such Material Contract.
3.12 Real Property. k
(a) Section 3.12(a)(i) of the Discl re ee is forth a true and complete list of
all real property owned (of record or beneficially) b e y, including, without limitation, the real
property to be transferred to the Company pursuant n 6. including all improvements and fixtures
thereon and other rights appurtenant thereto, t Re ro a "). The Owner has made available
to Purchaser copies of the deeds and other,' tru t ich the Company acquired the Owned Real
Property and copies of all title insuran a icies, in ns, abstracts and surveys in the possession or
control of the Owner or the Company la to ch Owned Real Property. With respect to the Owned
Real Property: (i) the Company h ood d table title to the Owned Real Property, free and clear
of all Liens (other than Permitted ens *i) cept as disclosed on Section 3.12(a)(ii) of the Disclosure
Schedule, the Company has t ed, tr sferred, conveyed, mortgaged, leased, licensed, deeded in
trust or encumbered any intere Owned Real Property nor has an agreement been entered into to do
so, except for Liens to s e e ded to the Company which will be discharged at Closing. Without
limiting the generali of g, (x) the Owned Real Property is not subject to any license, lease or
tenancy of any ki are no parties, other than the Company, occupying or with a right to occupy
the Owned Real rope n ) there are no outstanding options, rights of first offer or rights of first
refusal to pnurch lease otherwise acquire any right, title or interest in any Owned Real Property or any
portion to or r herein except as disclosed on Section 3.12(a)(ii) of the Disclosure Schedule.
IL (ID Section 3.12(b) of the Disclosure Schedule sets forth a list of all the real property,
if any, thl%k.40ed, subleased or occupied pursuant to similar Contracts by the Company (the "Leased
Real Pro a and, with the Owned Real Property, the "Real Property"). The Company has delivered to
Purchaser true and complete copies of each of the leases or other Contracts related to the occupancy of the
Leased Real Property ("Leases"), if any, and each such Lease, including any amendments thereto, is listed
in Section 3.12(b) of the Disclosure Schedule. Each of the Leases is in full force and effect and the
Company holds a valid and existing leasehold or subleasehold interest under such Lease, free and clear of
all Liens (other than Permitted Liens). Except as set forth on Section 3.12(b) of the Disclosure Schedule,
with respect to each Lease: (i) the Lease is legal, binding and enforceable against the Company party thereto
and, to the Company's Knowledge, against the other parties thereto, and is in full force and effect; (ii)
neither the Company nor, to the Company's Knowledge, any other party to the Lease is in breach or in
18
1067110.0 6

default thereunder, and no event has occurred which, with notice or lapse of time or both, would constitute
such a breach or default on the part of the Company or, to the Company's Knowledge, the other parties
thereto, or permit termination, modification or acceleration under the Lease; (iii) there are no disputes or
forbearance programs in effect as to the Lease; (iv) the Company party to such Lease has not assigned,
transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (other than Liens
to secure financing extended to the Company which will be discharged at Closing); (v) except as set forth
on Section 3.3 of the Disclosure Schedule, no consent of, or notice to, the landlord under the Leases is
required as a result of the consummation of the transactions contemplated by this Agreeme • and (vi) the
Company has not subleased any Leased Real Property to any other Person.
(c) The Real Property constitutes all of the real property used i d nec ary for,
the conduct of the Business as now conducted. As qualified by the representation and anti e r garding
encroachments set forth in Section 3.12(d) below, all buildings, fixtures and le i ents used
by the Company are located on the Real Property.
(d) All buildings and all components of all bu in structures, and other
improvements included within the Real Property (the "Im roveme i) are a actual knowledge of
the Company solely with respect to matters affecting the L ed 1 Pr erty which are not the
responsibility of the Company under the Leases therefor) in go condi n and repair and the systems
located therein are in good working order and adequate to h faci ities as currently used, except
for scheduled maintenance, repairs, upgrades and re e t cted or required in the Ordinary
Course with respect to the operation of the Leased Pr p ; (ii) are supplied with utilities and other
services reasonably necessary for the operation of ve is as such Improvements are now being
operated, including electricity, water, telepho i se ,storm sewer and natural gas (as and to the
extent required for such operation); (iii) ept h on Schedule 3.12(d), to the Company's
Knowledge solely with respect to m tt affec g e Leased Real Property which are not the
responsibility of the Company under h e s th for, all facilities located on the Real Property have
been operated and maintained in a spe in dance with all applicable laws; and (iv) each parcel of
Real Property abuts on at least si (o of one side) a public street or road in a manner so as to
permit reasonable, customary, a and le al commercial and non-commercial vehicular and pedestrian
ingress, egress and access to su 1, or has adequate easements or, in the case of Leased Real Property,
rights which inure to e o e Company, across intervening property to permit reasonable,
customary, adequate d a ercial and non-commercial vehicular and pedestrian ingress, egress
and access to suc a pu lic street or road. Except as may be shown on any survey furnished to
or obtained by P chase ( o Improvements on Owned Real Property encroach onto: (A) a parcel of
land not ow d leased a Company or (B) any part of the Owned Real Property which is subject to or
encumbe y i f-way, easement or similar agreement in violation thereof, and (y) no
Improv ents o L ed Real Property encroach onto: (X) a parcel of land not owned or leased by a
Compan r (Y) y part of the Leased Real Property which is subject to or encumbered by a right-of-way,
easement i agreement in violation thereof. Except as may be shown on any survey furnished to or
obtained by rchaser, to Company's Knowledge, no improvements on any parcel of property not owned
or leased by any Company encroaches onto the Real Property.
3.13 Tangible Personal Property; Sufficiency of Assets. The Company has good and valid title
to, or a valid leasehold interest in, all tangible personal property, including all equipment, furniture,
machinery, vehicles and fixtures, used in connection with the operation of the Business (the "Tangible
Company Properties"), free and clear of all Liens (except for Permitted Liens). All material Tangible
Company Properties are in good operating condition and repair, ordinary wear and tear excepted. The
Company owns or has the contractual right to use all assets of any nature used to conduct the Business and
19
1067110.0 6

to generate the revenues reflected in the Financial Statements, and neither the Owner nor any Affiliate of
the Owner (other than the Company) has any rights in or to any such assets.
3.14 Intellectual Property.
(a) The Company owns or has, and after the Closing will continue to own or have, the
right to use pursuant to a valid and enforceable license, sublicense, agreement or permission all Intellectual
Property necessary for the operation of its business as currently conducted. Each item gf Intellectual
Property owned or used by the Company immediately prior to the Closing (the "COMDarWritellectual
Pro a ") will be owned or available for use by the Company immediately subsequent to the ing. The
Company has taken commercially reasonable actions necessary to maintain and prote 11 of the mpany
Intellectual Property. All of the owned the Company Intellectual Property is valk and orcei .
(b) To the Company's Knowledge, the Company, has1poREWyMed upon or
misappropriated any Intellectual Property rights of any third party. In t 1 fiv y s, the Company
has not received any written charge, complaint, claim, demand or e a in any such interference,
infringement, misappropriation or violation (including any claim t Corn ust license or refrain
from using any Intellectual Property rights of any Person). To t Com y's nowledge, no Person has
interfered with, infringed upon, misappropriated or otherwise ated Intellectual Property rights
owned by the Company or used in connection with their b a
(c) Section 3.14(c) of the
each registered trademark, service mark and ,
service mark, domain name registratiole
by the Company, and each pending pate
that has been filed on behalf of the CSchedule, the Company has notgranIntellectual Property owned by t required to be identified on Sect' 3.1claim or demand is pending t legality, validity, enforceabilit}is e
'isc re cVule identifies each registered patent and
pli io ere , material common law trademark and
c rigr
d registered and unregistered logo owned
A o onfor registration for any of the foregoing
Ex t disclosed in Section 3.14(c) of the Disclosure
,at itself to grant any outstanding licenses in or to any
respect to each such item of Intellectual Property
isclosure Schedule, no Proceeding, charge, complaint,
's Knowledge, threatened in writing that challenges the
or ownership of such item.
(d) d of the Disclosure Schedule identifies each license, sublicense,
agreement or pe uant o which any item of Intellectual Property is used by the Company in
their business ( cept ink -wrap" or "click -through" license agreements pertaining to software
licensed to the C pany t tare available in consumer retail stores or are otherwise commercially available
and have ent t of less than $10,000). With respect to each such license, sublicense, agreement
or perm sion, n eding, charge, complaint, claim or demand is pending or, to the Company's
Knowle e, thre ened that challenges the legality, validity or enforceability of the underlying item of
Intellectu ro , and the underlying item of Intellectual Property is not subject to any sublicense, or to
the Comp nowledge, any outstanding Order.
3.15 Environmental Compliance.
(a) Except as disclosed in Section 3.15(a) of the Disclosure Schedule, the Company is
in compliance with all applicable Environmental Laws and no liability currently exists under applicable
Environmental Laws and the Company has made all notifications and filings required by, and otherwise
complied in all respects with, all Environmental Laws applicable to it, including with respect to the
generation, use, treatment, storage, discharge or disposal of any Hazardous Material.
20
1067110.06

RF.0-eiveo
MAR 0 4 2024
(b) Section 3.15(b) of the Disclosure Schedule contains a list of all Business Permits
that are currently required under applicable Environmental Laws tWe,e,��d(6� 5'
"Environmental Permits"). The Company has obtained, maintain in fu l orce an of ect and possess all
Environmental Permits, and no Proceeding is pending or, to the Company's Knowledge, threatened to
revoke, modify or terminate any such Environmental Permit. Except as disclosed in Section 3.15(b) of the
Disclosure Schedule, the Company is in compliance with all Environmental Permits.
(c) Except as disclosed in Section 3.15(c) of the Disclosure Schedu there is no
Proceeding pending or, to the Company's Knowledge, threatened against the Company th lleges any
failure to comply with, or any liability under, any Environmental Law. Except as isclose ' Section
3.15(c) of the Disclosure Schedule, the Company has not received in the five (5) y prior t he date
hereof any written notice from any Governmental Authority regarding any act or ged 'o�ation of
any Environmental Laws or Environmental Permits, including any investigat me corrective
obligations relating to the Company or any of the Real Property arising u der v 1 Laws. The
Company is not subject to any outstanding Orders of any Government ho un r Environmental
Laws or Environmental Permits.
(d) The Owner has delivered complete c es o y P e I environmental site
assessment report, Phase II environmental site assessment report, y of similar environmental report
related to investigation, cleanup or monitoring of any Real formerly owned, leased or operated
real property related to the Business, any environment r afety compliance audits or reports
and any material documents related to any admi ' ativ , ulatory, arbitral, or judicial Proceeding,
demand or claim against the Company allegin n omp ce with or potential liability under
Environmental Laws or Environmental Perm' a to t Business in the Company's possession or
control.
The representations and wai
representations and warranties
and the Real Property, inc
Environmental Laws. 4
i shall constitute the sole and exclusive
compliance matters relating to the Company
or warranties regarding compliance with
on Section 3.16 of the Disclosure Schedule:
TaxAeturn required to be filed by, or with respect to, the Company has been
`all applicable laws. All such Tax Returns were true, correct and complete
Taxes shown due and payable with respect to each such Tax Return, or
or with respect to, the Company, have been timely paid.
There are no Liens for Taxes on any assets of the Company, other than Permitted
(c) The Company has made all required withholdings of Taxes from payments to its
employees, agents, contractors and nonresidents and remitted such amounts to the proper Governmental
Authority in accordance with the requirements of all applicable laws.
(d) No Tax Proceedings are in progress, pending or, to the Company's Knowledge,
threatened with regard to any Tax Returns of, or with respect to, the Company.
(e) The Company has not engaged in any transaction which is a "listed transaction"
within the meaning of Treasury Regulation Section 1.6011-4(b)(2).
21
1067110.06

(f) NOS is, and has been since January 1, 1998, classified as a duly -electing S
corporation for federal income Tax purposes and no election has been made (or is pending) to change such
treatment. NTS is, and has been for the entirety of its existence, classified as a partnership for federal income
Tax purposes and no election has been made (or is pending) to change such treatment.
3.17 Employee Benefits.
(a) Section 3.17(a) of the Disclosure Schedule contains a true and comp4ke list of each
written, and a description of each oral, Benefit Plan, separately identifying each Company Be it Plan. All
contributions and other payments required to be made by the Company to any Benefit Plan ((it t y person
pursuant to the terms thereof) prior to the date hereof have been made on a timelAP
ce with
the terms of such Benefit Plan and applicable laws and all other contributionsfunded
benefit liabilities have been fully accrued in the Financial Statements.
(b) No asset of the Company is subject to any
(c) Each of the Benefit Plans intended to be " d" w r*he meaning of Section
401(a) of the Code has been determined by the Internal Revenue rvice be so ualifred or is a prototype
or volume submitter plan for which the Internal Revenue Servic as iss1W a favorable opinion letter to
the prototype or volume submitter plan sponsor and the C appli able) may rely on that opinion
letter, and, to the Company's Knowledge, no circumst es i e reasonably expected to result in
the revocation of any such determination. Each of t o Benefit Plans is and has been established
and operated in all material respects in compliance it 1 a 'cable laws and its terms. There are no
actions, suits or claims (other than routine cla' or efit ending or, to the Company's Knowledge,
threatened against or with respect to any C an e ans or the assets of such plans, and no facts
exist that could reasonably be anticipate ive ri to ch actions, suits, or claims (other than routine
claims for benefits) against such pl o e ets such plans. No "prohibited transactions" as defined
in Sections 406 and 407 of ETS r ti 5 of the Code have occurred for which a statutory
exemption is not available with ect C pany Benefit Plan that could reasonably be expected to
give rise to any material liabili o art o e Company or any Company Benefit Plan, or any fiduciary,
party in interest or disqualifie rs el with respect thereto.
(d)
including death
Company beyo
in all mare
require
each sur
I31an provides postemployment health or other welfare benefits,
enefr s (whether or not insured) to employees or former employees of the
ieir a of retirement or other termination of service, except as required by
is B get Reconciliation Act of 1985 ("COBRA"), and the Company is in compliance
is the applicable requirements of COBRA and Title I, Part 6 of ERISA and the
th Insurance Portability and Accountability Act of 1996, or any amendments to
similar provisions of state law applicable to the employees.
`4W(e) With respect to each Company Benefit Plan, to the extent applicable, the Owner
has made available to Purchaser a true and complete copy of (i) each plan document and summary plan
description, (ii) the most recent annual report filed with the Internal Revenue Service and accompanying
schedule, if any, (iii) each related trust agreement and insurance Contract, (iv) the most recent determination
of the Internal Revenue Service with respect to the qualified status of such plan, or, where applicable, a
copy of the opinion letter issued to the sponsor of the prototype plan, and (v) where applicable, the most
recent annual financial report, trustee report, audit report, or actuarial report or valuation.
(f) No Company or any ERISA Affiliate maintains, contributes to, is required to
contribute to, or has or could have any liability with respect to any "multiemployer pension plan" (as such
22
1067110.0 6

term is defined in Section 3(37) of ERISA or Section 4001 of ERISA) (a "Multiemployer Plan"), any plan
that has two or more contributing sponsors at least two of which are not under common control, within the
meaning of Section 4063 of ERISA or Section 413(c) of the Code (a "Multiple Employer Plan"), a "multiple
employer welfare arrangement" within the meaning of Section 3(40) of ERISA (a "MEWA"), or an
"employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA) that is subject to Title
IV of ERISA or Section 412 of the Code (a "Pension Plan").
(g) No Company Benefit Plan provides benefits to any employee or fo er employee
(or to their beneficiaries or dependents) employed by the Company outside the United States.
(h) Except as set forth on Section 3.17(h) of the Disclosure Sc h le, the cution,
delivery and performance of, and the consummation of the transactions contem ated this eement
and related documents will not, whether alone or in connection with any other a i) y current
or former employee, director, manager, officer, consultant, independent c tra r, ent worker or
leased employee (or any of their dependents, spouses or beneficiaries) C any o compensation,
benefits, severance pay, unemployment compensation or any other ent, ( accelerate the time of
payment or vesting, or increase the amount of compensation, sev or of nefit due to any such
individual.
The representations and warranties in this S
representations and warranties regarding any emp
3.18 Labor and Employment Matters.
(a) There is not
hereof, any actual or, to Company's
Company or any of their respective d
of the Company based on actual or
or other harassment or discrimi of
claim.
nstitute the sole and exclusive
relating to the Company.
Jb&Aot been in the five (5) years prior to the date
red, lawsuit or administrative claim against the
or any formal written complaint by any employee
iination or on the basis of race, age, sex, disability
any's Knowledge, is there any basis for any such
(b) rresen
s not a party to or bound by any collective bargaining agreement or
relationship with any laion. With respect to the Company: (i) no labor organization or group
of employees has ation petition ormade any written demand for recognition; and (ii) no
union organizin r decfforts are underway or, to the Company's Knowledge, threatened. In
the last five 5) s, the ompany has not implemented any plant closing or mass layoff of employees of
the Com t e to s are defined in the WARN Act, or any similar state or local law, and no layoffs
that cou implicate laws will be implemented before the Closing.
Section 3.18(c) of the Disclosure Schedule contains a true and complete list of the
followingWiation for each employee of the Company: name; job title; and the current and the prior
year's compensation or remuneration (including any bonus). Except as set forth on Section 3.18(c) of the
Disclosure Schedule, the Company has not made any promises for the payment of any bonuses, backpay or
other remuneration to any of the foregoing employees, except in the Ordinary Course. All individuals
characterized and treated by the Company as consultants or independent contractors of the Company are
properly treated as independent contractors under all applicable laws.
(d) The Company is in compliance in all material respects with all applicable laws and
all Contracts governing or concerning conditions of employment, employment discrimination and
harassment, wages, hours or occupational safety and health.
23
1067110.vl6

The representations and warranties in this Section 3.18 shall constitute the sole and exclusive
representations and warranties regarding any labor and employment matters relating to the Company.
3.19 No Broker. The Company has not entered into any agreement with any Person to pay any
broker's, finder's or similar fee in connection with the transactions contemplated hereby.
3.20 Compliance with Laws. The Company is in compliance in all material respects with all
applicable laws and Orders relating to the operation of its business and the Company's prope\aws
'd assets.
Since January 1, 2018, the Company has not received written notice alleging any violations except
as set forth on Section 3.20 of the Disclosure Schedule.
3.21 Insurance. Section 3.21 of the Disclosure Schedule sets forth true com A list of
current policies or binders of fire, liability, product liability, umbrella liability, d property,
workers' compensation, vehicular, fiduciary liability and other casualty an krop a maintained
by the Company. The Company has made available to Purchaser true mp co s of binders for
each such policy. Such coverages are in full force and effect, all pre Ins t e that are required to be
paid prior to the date hereof have been paid or accrued, and the C is i o pliance in all material
respects with the terms and provisions of such coverages. 4
3.22 Customers and Suppliers.
(a) Section 3.22(a) of the Discl i e S h le contains a true and complete list of the
top ten (10) customers to which the Company sells ( din a amounts paid to the Company by such
customer), or group of affiliated customers, by ar ume sales (the "Top Customers") for the fiscal
year ended December 31, 2023. Since De be 1, 0 , the Company has not received any written
notice from any Top Customer that such T Custo r has ceased, or intends to cease, to purchase or
use the products or services previous o d to ch customer by the Company on substantially the
same terms as previously provide ) s ially reduced, or intends to substantially reduce, the
purchase or use of such product se is r ided by the Company, or (C) has disputed any material
amounts due and owing to th C y or quality of the products or services furnished to such Top
Customer.
(b) b of the Disclosure Schedule contains a true and complete list of the
top ten (10) supp1C)S1
' Su Tiers") of the Company by dollar volume of expenditures for the fiscal
year ended Dece0 Since December 31, 2023, the Company has not received any written notice
from any To St it (A) has ceased, or intends to cease, doing business with the Company on
substanti e, (B) has substantially reduced, or intends to substantially reduce, the business
it does the C (C) intends to cancel, terminate, materially and adversely modify or otherwise
material and adjersely renegotiate its business relationship with the Company.
3.23WCOVID-19 Measures. Section 3.23 of the Disclosure Schedule sets forth a list of each
loan, exclusion, forgiveness, stimulus or relief program or other item to which the Company has applied to
or received pursuant to any COVID-19 Measure and any "Paycheck Protection Program" loan, "Economic
Stabilization Fund" loan or other United States Small Business Administration loan or any United States
Department of Health and Human Services funds (including through CMS). The Company has made
available to Purchaser true and complete copies of all applications, forms and other documents filed or
submitted by the Company relating to all of the foregoing, and to any COVID-19 Measure, and all
statements and information contained in such applications, forms and other documents are true, correct, and
complete in all material respects. All funds received by the Company under all CARES Act programs have
24
1067110.v16

been used by the Company in compliance with the CARES Act and all CARES Act terms and conditions
or are being held for use in the bank accounts of the Company.
3.24 No Other Representations or Warranties. Except for the representations and warranties
regarding the Company contained in this Article III (as qualified by the Disclosure Schedule), neither the
Owner nor any other Person makes any express or implied representation or warranty regarding the
Company or the business, operations, assets, liabilities, condition (financial or otherwise) or prospects of
the Company, and the Owner hereby expressly disclaims any such representation or warranegarding the
Company.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES REGARDING THE OAR
Except as set forth in the Disclosure Schedule (to be read tho d ti�h with respect
to any statement in this Article IV containing the phrase "except as set f n", a tent applicable),
the Owner represents and warrants to Purchaser as follows:
4.1 Organization; Qualification and Power. The Nake
s rust Ad has all requisite power
and authority necessary to own, lease or otherwise hold its prond ets and to carry on its business
as presently conducted, and to enter into this Agreement arobligations hereunder.
4.2 Authorization; Enforceability. The
and the performance by the Owner of its respective
necessary action on the part of the Owner. T '
Owner. Assuming this Agreement constitu e
hereto, this Agreement constitutes the v li d bir
accordance with its terms, except as s e rce
fraudulent conveyance, reorganizat' , m to
to or limiting creditors' rights eral a ( g
action in equity or at law).
jEuti n delivery of this Agreement by the Owner
li insNeunder have been duly authorized by all
ent been duly executed and delivered by the
I inding obligation of each of the other parties
pg ligation of the Owner, enforceable against it in
pity may be limited by (a) bankruptcy, insolvency,
other similar laws, now or hereafter in effect, relating
eral principles of equity (whether considered in an
4.3 No Def of ]Lnlkts. Neither the execution and delivery of this Agreement, nor the
consummation of the tran templated hereby by the Owner nor the performance by the Owner of
its obligations heID
(a) constitute a breach or result in any violation of the governing documents
of the Owner or ith or constitute a default under: (i) any Contract or Permit to which the
Owner is a artyh it or any of its respective properties or assets is bound; or (ii) any applicable
law or Or covernmental Authority having jurisdiction over the Owner or any ofitsassets,
except i he case ction 4.3, any such item which could not reasonably be expected to impair the
Owner' bility 4consummate the transactions contemplated hereby.
4.4'40VNo Consents. No authorization or consent, and no notice to or filing with, any
Governmental Authority is required to be obtained or made by the Owner in connection with the execution
or performance by the Owner of its obligations under this Agreement.
4.5 Litigation. tom. As of the date hereof, there is no Proceeding pending or, to the Company's
Knowledge, threatened in writing before or by any Governmental Authority against the Owner or any of its
Affiliates which would, individually or in the aggregate, reasonably be expected to impair the Owner's
ability to consummate the transactions contemplated hereby, and there is no outstanding Order to which the
Owner or any of its Affiliates is a party or by which it or any of its assets or properties is bound which
25
1067110.0 6

would, individually or in the aggregate, reasonably be expected to impair the Owner's ability to
consummate the transactions contemplated hereby.
4.6 Ownership of Purchased Equity. As of the date hereof and as of immediately prior to the
Closing and the transfer of the Purchased Equity contemplated hereby from the Owner to Purchaser, the
Owner is, and will be, as the case may be, the record owner of all of the Purchased Equity, free and clear
of all Liens.
4.7 No Broker. Except with respect to A.E. Rosica & Co., Inc, whose fees and enses shall
be borne solely by the Owner, the Owner has not entered into any agreement with an Perso pay any
broker's, finder's or similar fee in connection with the transactions contemplated herk
4.8 No Other Representations or Warranties. Except for the repr do warranties
regarding the Owner contained in this Article IV (as qualified by the Di clos^reg
, neither the
Owner nor any other Person makes any express or implied representatio ding the Owner,
and the Owner hereby expressly disclaims any such representation or�rran
ARTICLE V
Purchaser represents and warrants to
5.1
(a) Purchaser is an
the laws of the jurisdiction in which it is
the Owner as follows:
validly existing and in good standing under
(b) Purchaser ' ul u to do business (where applicable), and is in good
standing, to the extent applicablk)rebe
re a yin each jurisdiction in which the conduct or nature of
its business or the ownership, asold% of its properties makes such qualification necessary, except
such jurisdictions where the f so duly qualified or in good standing has not had and would not
reasonably be expected dir in the aggregate, impair Purchaser's ability to consummate the
transactions contemplate
5.2 thori i Enforceabil% . The execution and delivery of this Agreement by Purchaser
and the perform ce by ch er of its obligations hereunder have been duly authorized by all necessary
action on Pur aser. This Agreement has been duly executed and delivered by the Purchaser.
Assumi this A t constitutes the valid and binding obligation of each of the other parties hereto,
this Ag ment nstitutes the valid and binding obligation of Purchaser, enforceable against it in
accordan wit s terms, except as such enforceability may be limited by (a) bankruptcy, insolvency,
fraudulent yance, reorganization, moratorium or other similar laws, now or hereafter in effect, relating
to or limiting creditors' rights generally and (b) general principles of equity (whether considered in an
action in equity or at law).
5.3 No Defaults or Conflicts. Neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated hereby by Purchaser nor the performance by Purchaser of
its obligations hereunder will (a) constitute a breach or result in any violation of the governing documents
of Purchaser; or (b) conflict with or constitute a default under: (i) any Contract or Permit, to which
Purchaser is a party or by which it or any of its properties or assets is bound; or (ii) any applicable law or
Order of any Governmental Authority having jurisdiction over Purchaser or any of its assets, except in the
26
1067110.v16

case of this clause (b), any such item which could not reasonably be expected to impair Purchaser's ability
to consummate the transactions contemplated hereby.
5.4 No Consents. No authorization or consent, and no notice to or filing with, any
Governmental Authority is required to be obtained or made by Purchaser in connection with the execution
or performance by Purchaser of its obligations under this Agreement.
5.5 Litigation. As of the date hereof, there is no Proceeding pending or to the act 1 knowledge
of the officers of the Purchaser, threatened before or by any Governmental Authority agains urchaser or
any of its Affiliates which would, individually or in the aggregate, reasonably be expecte to impair
Purchaser's ability to consummate the transactions contemplated hereby, and there is outstan Order
to which Purchaser or any of its Affiliates is a party or by which it or any of its as is or perti sTs bound
which would, individually or in the aggregate, reasonably be expected to im c ability to
consummate the transactions contemplated hereby.
5.6 Investment Purpose. The Purchased Equity to be pu ed PItchaser pursuant to this
Agreement are being acquired for investment purposes only and n a vieXprany public distribution
thereof. Purchaser is an "accredited investor" as defined in Refillatio
prorMIgated by the Securities
and Exchange Commission under the Securities Act of 1933, as an _ded "Securities Act"). Purchaser
acknowledges that it is informed as to the risks of the tran temp ated hereby and of ownership
of the Purchased Equity. Purchaser acknowledges that P a uity have not been registered under
the Securities Act or any state or non-U.S. securitie s at the Purchased Equity may not be sold,
transferred, offered for sale, pledged, hypothecate r erw disposed of unless such transfer, sale,
assignment, pledge, hypothecation or other di io pu t to the terms of an effective registration
statement under the Securities Act and regi ed a pplicable state or non-U.S. securities laws or
pursuant to an exemption from registrat' n der th Se rities Act and any applicable state or non-U.S.
securities laws. Purchaser is capable o va ting a merits and risks of Purchaser's investment in the
Purchased Equity and has the cat r is own interests in connection with the transactions
contemplated hereby.
5.7 Sufficient Fu of the date hereof, Purchaser has, and as of the Closing Date,
Purchaser will have, suf t u s ted cash on hand to pay the Aggregate Purchase Price, any and all
amounts owed by Purch wner pursuant to Section 6.3(c), and all costs and expenses incurred
by Purchaser in c th the transactions contemplated hereby. Purchaser acknowledges and agrees
that its obligatio here e e not conditioned in any manner upon its ability to obtain any financing
from any ler�er r other nancing sources.
8 ier. The Purchaser has not entered into any agreement with any Person to pay any
brokers ruder r similar fee in connection with the transactions contemplated hereby.
5.914WSolvency. Immediately after giving effect to the transactions contemplated hereby,
Purchaser and each of its Subsidiaries (including the Company) shall be able to pay their respective debts
as they become due and shall own property which has a fair saleable value greater than the amounts required
to pay their respective debts (including a reasonable estimate of the amount of all contingent liabilities).
Immediately after giving effect to the transactions contemplated hereby, Purchaser and each of its
Subsidiaries (including the Company) shall have adequate capital to carry on their respective businesses.
No transfer of property is being made and no obligation is being incurred in connection with the transactions
contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors
of Purchaser and its Subsidiaries (including the Company).
27
1067110.vl6

5.10 Tax Classification of Purchaser. Purchaser is properly classified as a C corporation for
federal income Tax purposes.
5.11 Independent Investigation. Purchaser has conducted its own independent investigation,
review and analysis of the business, results of operations, prospects, condition (financial or otherwise), or
assets of the Company, and acknowledges that it has been provided adequate access to the personnel,
properties, assets, premises, books and records, and other documents and data of the Owner and the
Company for such purpose. Purchaser acknowledges and agrees that: (a) in making its de ' ion to enter
into this Agreement, and to consummate the transactions contemplated hereby, Purchaser ha lied solely
upon its own investigation and the express representations and warranties of set forth i AAof
and IV
of this Agreement (including the related portions of the Disclosure Schedules); and (b o&Owner,
the Company, or any other Person has made any representation or warranty as to he O V
ompany
or the business, results of operations, prospects, condition (financial or of e),ts of the
Company, except as expressly set forth in Articles III or IV of this Agreemer�(inc d' d portions
of the Disclosure Schedules). 6
5.12 No Other Representations and Warranties. Purc preseMid warrants that it has
conducted to its satisfaction, an independent investigation and ve catio f the nancial condition, results
of operations, assets, liabilities, properties and projected o erati of t Company and, in making its
determination to proceed with the transactions contempla greement, Purchaser has relied on
the results of its own independent investigation and ve ca representations and warranties of
the Owner expressly and specifically set forth in A s I Article IV (as qualified by the Disclosure
Schedule). Except for the representations and wary ie the er contained in Article III and Article
IV (as qualified by the Disclosure Schedule), ac ledges and agrees that neither the Owner
nor the Company makes any express or im re ns or warranties with respect to the Owner or
the Company (including with respect to r tions) a urchased Equity, the transactions contemplated
by this Agreement or otherwise, and a e ner d the Company disclaim all other representations or
warranties, in each case, whether de th er or the Company or any of its or their respective
Affiliates, officers, directors, em yee,� eq lders, agents, advisors or representatives or otherwise.
ARTICLE VI
USING COVI
6.1 usiness. Except as otherwise contemplated by this Agreement or required by
applicable law o rder overnmental Authority, during the period from the date of this Agreement
through and* cl ing the losing Date (unless this Agreement is terminated pursuant to Section 11.1) (the
"Pre-Clo eri " , Company will conduct its business and operations only in the Ordinary Course
and use com r reasonable efforts to preserve intact its business organizations, keep available the
services its of ers and employees and maintain satisfactory relationships with suppliers, customers and
others h terial business relationships with it; and, except as (i) otherwise permitted by or
contemplate y this Agreement, and/or (ii) required by applicable law or Order of any Governmental
Authority, will not (without the prior written consent of Purchaser, which consent will not be unreasonably
withheld, conditioned or delayed):
(a) change the Company's accounting principles;
(b) sell or transfer any material portion of their assets, other than goods and services
sold in the Ordinary Course or intercompany transfers between NOS and NTS;
28
1067110.v16

(c) make any loans or advances to, or guaranties for the benefit of, any Person, except
for advances made to employees, officers, directors or agents in the Ordinary Course or intercompany loans,
advances or guaranties between the Company;
(d) amend the Organizational Documents of the Company;
(e) make or grant any material bonus or any material salary increase to any employee,
other than scheduled bonuses and salary increases in the Ordinary Course;
(f) split, combine or reclassify any of its equity interests or capital stoc r issue or
authorize the issuance of any other securities in respect of, in lieu of or in substitution its equi nterests
or shares of its capital stock, or purchase or otherwise acquire, directly or indirect , an ayes As equity
interests or capital stock;
(g) issue, deliver or sell, or authorize or propose th c livWy or sale of, any
equity interests or shares of any capital stock or securities converti mto u interests or shares of
capital stock of the Company, or any subscriptions, rights, w or o 'o to acquire, or other
agreements or commitments of any character obligating the C any issue y such equity interests,
shares or other convertible securities;
(h) cancel or terminate any mat I u olicy naming the Company as a
beneficiary or loss payable payee;
(i) except as required by int ny contract of a character required to be
disclosed on Section 3.11(a) of the Disclos c u r than in the Ordinary Course, or terminate,
renew or amend in any material respect an f the to Contracts, other than in the Ordinary Course;
provided that, for the avoidance of o , ex p tion in accordance with its terms of any Material
Contract shall not constitute the to ati r or amendment of such Material Contract; or
0) agre or o rwise to take any of the actions described in paragraphs (a)
through (i) of this Section 6.1.
6.2
r% the Pre -Closing Period, the Company will, during regular business hours
and upon reason le adv ecr written notice, give Purchaser and its authorized representatives reasonable
accesstanilding
reco , key personnel, legal counsel, offices and other facilities and properties of the
Comphe s reasonably related to the Business; provided that (i) any such access shall not
unreasere with the business or operations of the Company, (ii) any such access shall not, except
as othin writing by the Owner, include sampling or testing of soil, sediment, surface or ground
water material, (iii) the Company shall not be obligated to provide any access to any
documents or data which they are prohibited from doing so pursuant to applicable law or contractual
restriction and (iv) Purchaser shall not contact any customer, supplier or other business relation of the
Company without the prior written approval of the Owner. All requests for access pursuant to this Section
6.2W shall be submitted or directed exclusively to the Owner or such other individuals as the Owner may
designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither
the Owner nor the Company shall be required to disclose any information to Purchaser if such disclosure
would, in the Owner's sole discretion: (w) cause significant competitive harm to the Company and its
business if the transactions contemplated by this Agreement are not consummated; (x) jeopardize any
attorney -client or other privilege; (y) contravene any applicable law, fiduciary duty or binding agreement
29
1067110.v16

entered into prior to the date of this Agreement; or (z) reveal bids received from third parties in connection
with transactions similar to those contemplated by this Agreement and any information and analysis
(including financial analysis) relating to such bids.
(b) Purchaser is not authorized to and shall not (and shall cause its employees, agents,
advisors, representatives and Affiliates not to) contact and/or communicate with any officer, director,
employee, customer, generator, independent contractor, agent, lessee, lessor, lender or other business
relation of the Company prior to the Closing in connection with the transactions contempled hereby or
otherwise with respect to matters pertaining to the Company and/or any of its businesses. V
(c) Any Confidential Information provided to, or obtained by, urchaser-vTiom the
Owner, the Company or any of its representatives shall be subject to the terms an condi ns of certain
Confidentiality Agreement, dated as of February 29, 2023 between the Co an Harbors
Environmental Services, Inc. (the "Confidentiality Agreement"). Without imit t oing, prior to
the Closing Date and after any termination of this Agreement, Purch d shall cause its
Affiliates, officers, directors, employees, accountants, counsel, co t�Nall
ors, agents and other
representatives of Purchaser to hold, in confidence, and not use all formation concerning
the Company or the Owner furnished to Purchaser or any of its ffilia rs, directors, employees,
accountants, counsel, consultants, advisors, agents and/or r esent es in connection with the
transactions contemplated by this Agreement in the mannet i 'n the Confidentiality Agreement.
6.3 Filings and Authorizations.
(a) Cooperation. Subjec h rms d conditions set forth in this Agreement,
including Section 6.3(c), the Company, the ne aser shall cooperate with each other and use
(and shall cause their respective Affiliate t e) th re ective reasonable best efforts to take or cause to
be taken all actions, and do or cause t o all t gs, reasonably necessary, proper or advisable on its
part under this Agreement and ica 1 consummate and make effective the transactions
contemplated by this Agreeme s s n ticable, including preparing and filing as promptly as
practicable all documentatio o all n essary notices, reports and other filings and to obtain as
promptly as practicable all c e registrations, approvals, Permits and authorizations necessary or
advisable to be obtaine th party or any Governmental Authority in order to consummate the
transactions contemplate greement. Subject to applicable laws relating to the exchange of
information, Purc
extent practicabl each
connection ith, 1 of
be, and arumerl%Us
to, any tiffrd partyAo
In etlercisi
e wner and the Company shall have the right to review in advance, and to the
1 sult with the other on and consider in good faith the views of the other in
information relating to Purchaser, the Owner or the Company, as the case may
ve Affiliates, that appears in any filing made with, or written materials submitted
Governmental Authority in connection with the transactions contemplated by this
g the foregoing rights, each of the Company, the Owner and Purchaser shall act
tly as practicable.
(b) Information. Subject to applicable laws, the Company, the Owner and Purchaser
each shall, upon request by the other, furnish the other with all information concerning itself, its Affiliates,
directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in
connection with any statement, filing, notice or application made by or on behalf of Purchaser, the Owner,
the Company or any of their respective Affiliates to any third party or any Governmental Authority in
connection with the transactions contemplated by this Agreement.
(c) Section 338(h)(10) Election; Allocation of Aggregate Purchase Price. The Owner
shall join with Purchaser in making a timely election under Section 338(h)(10) of the Code (and any
30
1067110.0 6

corresponding election under applicable state and local law) (collectively, a "Section 338(h)(10) Election")
to have the purchase and sale of the Company Stock hereunder treated as the purchase and sale of the assets
of NOS for federal and applicable state and local income Tax purposes. The Owner shall pay any Tax
attributable to the making of the Section 338(h)(10) Election and shall indemnify Purchaser and NOS
against any adverse consequences arising out of any failure to pay any such Taxes. The Owner and
Purchaser agree that the Purchase Price shall be allocated among the assets of the Company in accordance
with the allocation principles and methodologies set forth on the allocation schedule (the "Allocation
Schedule") attached hereto. With respect to the assets of NOS, the Allocation Schedule sha&be prepared
in compliance with the requirements of Section 338(h)(10) of the Code, the applicable Treasu egulations
promulgated thereunder and IRS Form 8883 (and the related Instructions thereto) an with re ect to the
assets of NTS the Allocation Schedule shall be prepared in compliance with the req ements Section
1060 of the Code and the applicable Treasury Regulations promulgated there der. e po 'o of the
Aggregate Purchase Price allocated to the assets of NTS shall not exceed an eq e Class V
NTS dollar amount noted in the Allocation Schedule, plus the applicable N am a in Class 1, III,
IV, VI and VII in the Allocation Schedule. A draft of the Allocation Sche 1 all rep ed by Purchaser
and delivered to the Owner for its approval within the earlier of (i) day of wing the Closing Date
and (ii) 45 days following the final determination of the Aggregat ase If the Owner notifies
Purchaser in writing that the Owner objects to one or more item eflect in th Allocation Schedule, the
Owner and Purchaser shall negotiate in good faith to resolve suc isput rovided, however, that if the
Owner and Purchaser are unable to resolve any dispute wi c the Allocation Schedule within 30
days following delivery of the draft Allocation Schedu uc is all be resolved by the Accounting
Arbitrator. The fees and expenses of such acco g f all be borne equally by the Owner and
Purchaser. Purchaser, the Company and the Owner le al ax Returns (including amended returns
and claims for refund) and information repo a onsistent with the Allocation Schedule as
finally determined in accordance with this tion y adjustments to the Purchase Price pursuant
to Section 2.6 herein shall be allocated ij&a nner si ent with the Allocation Schedule.
(d) Tax Clasj catio o chaser. Purchaser shall remain classified as a C
corporation through the Closing.
6.4 Satisfaction of%on%gons. During the Pre -Closing Period, each of the parties hereto shall
use its reasonable best e o sNhe conditions set forth in Article VIII and Article IX to be satisfied
and to consummate tr a ontemplated herein, in each case as promptly as practicable after the
date hereof.
6.5 WclusivdDealing. Immediately after the execution of this Agreement, the Owner shall
terminat ce shall cause the Company and their respective officers, directors, employees,
agents, orneys er representatives to terminate and cease, all discussions and negotiations that may
then be ngoin by any of them with any Person (other than Purchaser and/or its Affiliates and
represent es ith respect to any purchase of any equity interests of the Company or any merger, sale of
all or subst ly all of the assets of, recapitalization or similar transaction involving the Company. During
the Pre -Closing Period, the Owner shall not take, and shall cause the Company and the respective officers,
directors, employees, agents, financial advisors, attorneys, accountants and other representatives of the
Company and the Owner to refrain from taking, any action to, directly or indirectly, encourage, initiate,
solicit or engage in discussions or negotiations with, or provide any information to, any Person, other than
Purchaser (and its Affiliates and representatives), concerning any purchase of any equity interests of the
Company or any merger, sale of all or substantially all of the assets of, recapitalization or similar transaction
involving the Company.
31
1067110.06

6.6 Real Property Transfer. The Owner shall cause all right, title and interest of Cat 3
Properties, LLC, a North Carolina limited liability company, in and to the real property located at 5108 Rex
McLeod Drive, Sanford, North Carolina 27330 to be transferred to NOS, effective immediately prior to
Closing (the "Transferred Property").
6.7 Termination of COLI Policies. On the Closing Date, NOS shall deliver to NOS's insurance
broker a written termination of the COLI Policies effective as of the Closing.
6.8 Delaware Hazardous Waste Transporter Permit; Certain Consent. The Parti gree to use
commercially reasonable efforts to (i) submit the pre -Closing notification with respect to item )(a) (i.e.,
the Delaware Hazardous Waste Transporter Permit) set forth on Section 3.3 of the closure f�hedule,
(ii) obtain the required third -party consent referenced in item 8(a) on Secti 3.3 the i�closure
Schedule, in each case promptly after the date of this Agreement and (iii) i ona uested by
Purchaser, provide any notice and request approval with respect to the pe its fe n item (4) on
Section 3.3 of the Disclosure Schedule. A
ARTICLE VII nn IF `►
unc-r i"r ne.rOnArQllla le
7.1 Post -Closing Cooperation. From and after s , Purchaser shall, and shall cause the
Company to, provide the Owner and their Affiliates th r ve authorized representatives with
reasonable access, during normal business hours, the b s, records (including accountant's work
papers), properties, facilities, employees and repres a ' s of Company with respect to periods prior
to the Closing, matters occurring on or prior to 1 g r in connection with any matter relating to
or arising out of this Agreement and/or any e t a contemplated hereby (whether or not relating
to periods prior to the Closing or matter urring prior to the Closing), and the ability to inspect
and copy any such books and record a o if re red) obtain the originals thereof. Unless otherwise
consented to in writing by the Ow , Pu 11 not permit the Company, for a period of seven (7)
years following the Closing, to roy It r herwise dispose of any of its books and records, or any
portions thereof, relating to p .o r to t Closing and/or matters relating to this Agreement and the
transactions contemplated her out first giving at least thirty (30) days prior written notice to the
Owner and offering to ser th wrier such books and records or such portions thereof.
7.2
Pjrcfiaser agrees that all rights to indemnification, advancement of expenses and
exculpatiOeIV.,Y
now existing in favor of each Person who is now, or has been at any time prior
to the I omes prior to the Closing Date, an officer, director or manager of the Company,
as proOrganizational Documents, in each case as in effect on the date of this Agreement, or
pursuanther agreements in effect on the date hereof, shall survive the Closing Date and shall
continue ce and effect in accordance with their respective terms.
(b) The Owner shall, at its expense, cause the Company to purchase director and
officer's insurance tail policy, effective as of the Closing, for a six -year period, with benefits, terms,
conditions, retentions and levels of coverage that are at least as favorable to the insureds as provided in the
Company's existing policies as of the date of this Agreement (the "Tail Policy"); Purchaser shall cause the
Company to maintain in effect such Tail Policy for such six -year period.
(c) The obligations of Purchaser and the Company under this Section 7.2 shall not be
terminated or modified in such a manner as to adversely affect any officer, director or manager to whom
32
1067110.06

this Section 7.2 applies without the consent of such affected director or officer (it being expressly agreed
that the directors and officers to whom this Section 7.2 applies shall be third -party beneficiaries of this
Section 7.2, each of whom may enforce the provisions of this Section 7.2).
(d) In the event Purchaser, the Company or any of their respective successors or
assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving
corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties
and assets to any Person, then, and in either such case, proper provision shall be made so that a successors
and assigns of Purchaser or the Company, as the case may be, shall assume all of the obliga s set forth
in this Section 7.2.
7.3 WARN Act. Purchaser shall be solely responsible for providin y n e re 'rfd under
the WARN Act in respect of the termination after the Closing of the employm an yee of the
Company, and shall indemnify and hold the Owner harmless from any liab' ity si any failure of
Purchaser to comply fully with the foregoing covenant.
7.4 Tax Matters.
(a) Purchaser Prepared Returns. The Owne all b esponsible for the preparation
of all Tax Returns for NOS and NTS relating to any Pre- Peri d. All such Tax Returns shall
be prepared on a basis consistent with existing proced a p and accounting methods. At least
thirty (30) days prior to the due date of any such to (including any applicable duly obtained
extensions related thereto), the Owner shall provide r f su Tax Return to Purchaser for Purchaser's
review and comment. The Owner shall consid ' o aith y reasonable comments made by Purchaser
in such Tax Return. After the Closing, Purc r s onsible for the preparation of all Tax Returns
for the Company (the "Purchaser Pre ar d turns" A east thirty (30) days prior to the due date of any
Purchaser Prepared Return (includin a a .cabl my obtained extensions related thereto) that shows
an Indemnified Tax, the Purchaser 11 p vi aft of such Tax Return to the Owner for the Owner's
review and comment. The Pur erjkal u the Company to incorporate any reasonable comments
made by the Owner in the Tare ctuall sled.
(b) rti The parties shall utilize the following conventions for
determining the amount i utable to the portion of any Straddle Period ending on the Closing
Date: (i) in the c r rty axes and other similar Taxes imposed on a periodic basis, the amount
attributable to th portio Straddle Period ending on the Closing Date shall equal the Taxes for the
entire Straddle iod m iplied by a fraction, the numerator of which is the number of calendar days in
the porti a iod ding on the Closing Date and the denominator of which is the number of calendar
days in a entir le Period; and (ii) in the case of all other Taxes (including income Taxes, sales
Taxes, a loym t Taxes, withholding Taxes), the amount attributable to the portion of the Straddle Period
ending o e C ing Date shall be determined as if the Company or Subsidiary filed a separate Tax Return
with respec such Taxes for the portion of the Straddle Period ending as of the end of the day on the
Closing Date using a "closing of the books methodology." The parties acknowledge and agree that there
will be no Straddle Periods with respect to income Taxes.
(c) Cooperation. The Purchaser, NOS, and NTS , and the Owner shall (and shall cause
their respective Affiliates to) (i) cooperate in the preparation and timely filing of any Tax Return of NOS
or NTS for a Pre -Closing Tax Period or any Tax Return of the Owner or its Affiliates; (ii) cooperate in any
Tax Proceeding with respect to Taxes or Tax Returns of NOS or NTS or for the Owner or any of their
Affiliates for a Pre -Closing Tax Period; (iii) make available any information, records, or other documents
relating to any Taxes or Tax Returns of, or attributable to, NOS or NTS (including copies of Tax Returns
33
1067110.0 6

and related work papers) for a Pre -Closing Tax Period; and (iv) provide certificates or forms, and timely
execute any Tax Return, that are necessary or appropriate to establish an exemption for (or reduction in)
any Transfer Tax. The Purchaser, NOS and NTS shall retain, and will cause their Affiliates to retain, for
the full period of any statute of limitations all documents and other information which may be relevant for
the filing of any Tax Return of NOS or NTS or for the Owner or any of its Affiliates for a Pre -Closing Tax
Period or for any audit or other legal Proceedings relating to Taxes of NOS or NTS or the Owner or any of
its Affiliates for a Pre -Closing Tax Period.
(d) Transfer Taxes. All Transfer Taxes incurred in connection with th greement
and the transactions contemplated hereby will be borne equally by the Owner on the on hand an urchaser
on the other hand. The party required under applicable law to do so shall prepare an e the T eturns
with respect to such Transfer Taxes and the other party shall cooperate with such cling , if r red, the
execution of such Tax Returns. The party not required to prepare such Tax Re hal its portion
of the applicable Tax to the other party not less than five (5) days prior to tj du a Tax Return.
(e) Certain Post -Closing Restrictions.
"determination" as defined in Section 1313(a) of the Code, Pur(
including NOS and NTS, to not) take any of the following actic
consent of the Owner: (i) file any amended Tax Return for or
any Pre -Closing Tax Period; (ii) make or change any Tax -re
in each case that would have a retroactive Tax impact o y
NTS; (iii) initiate any administrative action or revi y v
the Taxes of NOS and/or NTS with respect to any P ng
reasonably could be expected to increase the O��s ilityj
(f) Tax Procei
shall promptly notify the Owner in
actual or proposed Tax Proceedin
under this Agreement. The O
relating to any Pre -Closing T
ultimate settlement or other re ul
reasonably apprised of tl s
cept maquired pursuant to a
sc&TM not Aj Aall cause its Affiliates,
er th losinT without the prior written
espe o NOS and/or NTS regarding
e n or change any accounting method,
Tax Period relating to NOS and/or
i any Governmental Authority relating to
Period; or (iv) take any other action that
Indemnified Taxes under this Agreement.
lin NePur M(and its Affiliates, including NOS and/or NTS)
l rmation they receive regarding the existence of any
anental Authority that could result in Indemnified Taxes
at onse, shall control all aspects any such Tax Proceedings
("s ond/or NTS, including the handling of the defense and
such
f any such Proceedings. The Owner agrees to keep the Purchaser
Proceedings.
7.5 0 of OIiicers and Directors. On the Closing Date, the Owner shall cause to be
delivered to Pur aser e� u resignations of all officers, directors and managers, as the case may be, of
the Company�su resig ions to be effective as of the Closing.
Non -Solicitation. During the period beginning on the Closing Date and ending on
the fifth (5 niversary of the Closing Date (the "Restricted Period"), the Owner and the beneficiaries
(other than charitable organizations that may receive charitable contributions or donations from the Owner)
of the Owner (the "Restricted Parties"), shall not, directly or indirectly, solicit for the purpose of offering
employment or engagement to, engaging or hiring the Company employee without the prior written consent
of Purchaser; provided, however, that nothing in this Section 7.6(a) shall prohibit (i) the hiring or
engagement of any person whose employment or engagement has been terminated by the Company or
Purchaser, (ii) general solicitations for employment or engagement not specifically targeted at the
Company's employees and (iii) the hiring or engaging of any person whose employment or engagement
with the Company has terminated prior to any solicitation thereof and who responds to such general
solicitations.
34
1067110.v16

(b) Non -Compete. During the Restricted Period, the Restricted Parties shall not,
except as permitted by this Section 7.6(b), directly or indirectly, engage in the Business, have any
ownership interest in any Person that engages in the Business or commence any new businesses involving
the Business, anywhere in the United States of America. Notwithstanding the provisions of Section 7.6,
nothing in this Agreement shall preclude, prohibit or restrict any Restricted Party from engaging in any
manner in any De Minimis Business.
(c) Confidentiality. At all times following the Closing, the Owners Il, and shall
cause its controlled Affiliates to, treat and hold as confidential any confidential and/ roprietary
information exclusively related to the Company and their businesses that is not al read genera available
to the public (other than through disclosure by the Owner or its Affiliates in violation is Secti 7.6 c )
and that is not used in any other business of the Owner or its Affiliates (the "Cgrifideftal Inf ation"),
and refrain from using any of the Confidential Information except in connectio th ement. In
the event that the Owner or any of its Affiliates is requested or required y o or request for
information or documents in any legal Proceeding, interrogatory, subp ivi esti ative demand or
similar process) to disclose any Confidential Information, the Owner 1 no chaser promptly of the
request or requirement, if legally permitted and practicable, so t chas y seek an appropriate
protective order or waive compliance with the provisions of this tion c a urchaser's sole cost and
expense. If, in the absence of a protective order or the receipt of a iver h under, the Owner or any such
Affiliate is compelled to disclose any Confidential Informa Governmental Authority, the Owner
or such Affiliate may disclose the Confidential Info n th rnmental Authority; provided that
the Owner or such Affiliate shall use its commer . y r ble efforts to obtain, at the request and
expense of Purchaser, an Order or other assurance a nfid ial treatment shall be accorded to such
portion of the Confidential Information requir�p sclo , as Purchaser shall designate.
(d) No Attribution North taffl'Trust. For the avoidance of doubt, the forgoing
provisions of this Section 7.6 shall no aXYM11V
y way restrict the actions or activities of Old North
State Trust, LLC or its officers, merrectors, employees, agents and representatives.
7.7 Release.
(a) t,, W#the Closing, the Owner hereby releases and forever discharges the
Company and each of its ter than the Company), successors and assigns (each individually, a
"Releasee" and c 1 he 'Tel
easees") from any and all claims, demands, Proceedings, causes of
action, Orders, igatio is and liabilities whatsoever, whether known or unknown, suspected or
unsuspected bot at law d in equity, that any of the foregoing now has, has ever had, or may hereafter
have agoate,;ra.vi
ea ,for any matter, cause or event arising contemporaneously with or prior to the
Closing , oweverthat nothing contained herein shall operate to release (i) any right, title,
or interewner or its Affiliates arising under this Agreement or any other document, certificate,
instrumement contemplated or in connection with this Agreement, (ii) any right or claims with
respect tbut unpaid salary, wages, bonuses, or expense reimbursement in accordance with the
Company policies; (iii) any right or claims to benefits under any Company Benefit Plan; (iv) any right or
claims that may not be released as a matter of applicable law; or (v) any right of any current or former
officer, director or manager of the Company to indemnification, advancement or reimbursement under the
Company's Organizational Documents, this Agreement or any agreement between the Company and such
officer, director or managers.
(b) The Owner hereby irrevocably covenants to refrain from asserting any claim or
demand or commencing, instituting or causing to be commenced any claims, demands, Proceedings, causes
35
1067110.0 6

of action or Orders of any kind against any Releasee, based upon any matter purported to be released by
this Section 7.7.
7.8 Closing Transaction Bonuses. Purchaser shall cause the Company to pay (a) the Closing
Transaction Bonuses in the amounts and to the recipients set forth on the Closing Payment Statement
through a payroll payment made through the Company's payroll system (net of any applicable withholding
Taxes) and (b) the employer portion of any payroll Taxes related to such bonuses. The Company shall
make such payments on the Company's first regular payroll payment date following the ClojLng Date.
7.9 COLI Policies. Purchaser shall cooperate with the Owner in any and all tivities to
terminate the COLI Policies as may be required to effectuate the termination of t COLI icies as
contemplated by Section 6.7. As soon as practicable, and in any event no later t fiv ) B in ss Days
after the Company's receipt of the cash proceeds received by Purchaser as a re th nation and
surrender of the COLI Policies, Purchaser shall remit such proceeds O er e transfer of
immediately available funds to an account designated in writing by the 5 to he avoidance of
doubt shall be the same wire instructions provided in writing by the er i on ction with the Closing
in Section 2.4(c), unless otherwise updated via a notice deliver uant ction 12.9. Promptly
following the Closing, Purchaser shall inform the respective em yees NOS ho are counterparties to
the Split -Dollar Life Insurance Agreements listed under item of Se 'on 3.17 a of the Disclosure
Schedule that the COLI Policies have been terminated and t - Ilar Life Insurance Agreements have
been terminated as a result thereof in accordance with tAr t s.
7.10 Further Assurances. Each of the p 'e ret(ddiall execute such further documents and
perform such other further acts as may be reas ire carry out the provisions of this Agreement
and the transactions contemplated hereby.
7.11
(a) Purchas i) al vffl'or cause the Company to give, each employee of the
Company who are employed t pan'mmediately following the Closing Date (each, a "Retained
Employee") credit under any b f. an (including 401(k)) or personnel policies of Purchaser or its ERISA
Affiliates that cover the ne yee after the Closing Date, including any paid time off, vacation,
sick leave, personal leav ance policies, for purposes of eligibility, vesting and entitlement to
paid time off, va i leave, personal leave, and severance benefits for the Retained Employee's
service with the mpan r to the Closing Date, to the same extent recognized by the Company or any
predecessor ther f as of a losing Date, (ii) shall allow such Retained Employees to participate in each
plan of P e its SA Affiliates providing welfare benefits (including medical, life insurance,
long-te disabi ' urance and long-term care insurance) without regard to preexisting condition
limitatio , waiti periods, evidence of insurability or other exclusions or limitations not imposed on the
Retained 1 e by the corresponding benefit plans immediately prior to the Closing Date, and (iii) if
coverage fo etained Employees under any Benefit Plan that is an employee benefit welfare plan (as
defined in Section 3 of ERISA) providing benefits is terminated prior to the end of the plan year that
includes the Closing Date, shall credit the Retained Employee with any expenses that were covered by such
Benefit Plan(s) for purposes of determining deductibles, co -pays and other applicable limits under any
similar replacement employee benefit welfare plan(s).
(b) Notwithstanding anything in this Section 7.10 to the contrary, nothing contained
herein, whether express or implied, shall be treated as the creation of or an amendment or other modification
of any Benefit Plan, or shall limit the right of the parties to amend, terminate or otherwise modify any such
Benefit Plan following the Closing.
36
1067110.v16

ARTICLE VIII
CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER
The obligation of Purchaser to consummate the transactions contemplated by this
Agreement shall be subject to the satisfaction, at or prior to the Closing, of all of the following conditions,
any one or more of which may be waived by Purchaser in writing:
8.1 Representations and Warranties. The representations and warranties of theNexc
set forth
in Article III and Article IV shall be true and correct at and as of the Closing Date, as thoen made
(other than those representations and warranties that address matters as of particular dateshich case
such representations and warranties shall be true and correct as of such particular es), (i) for
changes or developments contemplated by this Agreement and/or (ii) w re t fail f such
representations and warranties to be so true and correct would not, in the aggrega e a al Adverse
Effect on the Business as of the Closing Date.
8.2 Performance. The Company and the Owner shall
material respects with all agreements and covenants set forth in4
complied with by them prior to or on the Closing Date. A
8.3 No Material Adverse Effect.
occurred any Material Adverse Effect.
8.4 Certificates. Purchaser shall have
Date, signed by an authorized officer of th]YO
�
8_1 and Section 8.2 have been satisfied.
8.5 Legal Prohibition.
or enforced an Order that is then i
the transactions contemplated heii
8.6 Organiz
delivered to Purchaser
formation (or equivalent
the applicable srnce
agreement or by
certificate of exiClosing L�
and complied in all
be performed and
shall not have
.ore certificates, dated as of the Closing
that the conditions set forth in Section
Authority shall have enacted, entered, promulgated
ibits, enjoins or makes illegal the consummation of
ina ents and Good Standing Certificates. The Owner shall have
ret 's rtificate containing a copy of the certificate of incorporation or
FMW#&nffl Document) of the Company (certified by the Secretary of State in
OS is incorporated and where NTS is organized), a copy of the operating
mpany, as applicable, a copy of authorizing resolutions of the Company, a
such Secretary of State for the Company dated within fifteen (15) days of the
good standing from the Department of Revenue of the State of North Carolina.
7 Vchedule,
Pv Consents. The Owner shall have delivered to Purchaser copies of all pre -
Closing 'ficnd all third -party consents specified in items (1) and (9) set forth in Section 3.3 of
the Disclo all of which pre -Closing notices (other than item (1)(a) (i.e., the Delaware
Hazardous Waste Transporter Permit)) shall have been provided to the applicable authority within the
required pre -Closing timeframe, as applicable.
8.8 Liens. The Owner shall have delivered to Purchaser pay-off letters for all Indebtedness for
borrowed money to be paid out of the Purchase Price at the Closing, and evidence of termination of all liens
relating to any Indebtedness for borrowed money paid prior to the Closing.
8.9 Issuance of RWI Policy. The RWI policy, in form and substance reasonably acceptable to
Purchaser, shall have been issued, effective as of the Closing Date.
37
1067110.0 6

8.10 Evidence of Termination of COLI Policies. NOS shall have delivered to Purchaser
evidence that NOS provided written notice of the termination and surrender of the COLI Policies to the
Company's insurance broker, which termination and surrender is dated effective as of the Closing Date.
8.11 Real Estate Transfer Evidence. The Owner shall have provided to Purchaser an executed
special warranty deed and purchase and sale agreement effecting the transfer of all the right, title and interest
of Cat 3 Properties, LLC, a North Carolina limited liability company, in and to the Transferred Property to
NOS, effective as of immediately prior to the Closing.
8.12 Unredacted Material Contracts. The Owner shall have provided
copies of all Material Contracts (including those that were identified with anonymiz
on Schedule 3.11(a)) as soon as possible following the effective date of this Agree
later than twenty (20) calendar days prior to the Closing Date. N
8.13 Certificate of Nonforeign Status. The Owner shall
from NOS duly completed and executed by NOS.
ARTICLE IX
complete
names
iio event
certificate
The obligation of the Company t\,aq
�to consummate the transactions
contemplated by this Agreement shall be subject to sati n, ator prior to the Closing, of all of the
following conditions, any one or more of which m e iy the Owner (on behalf of the Company
and the Owner) in writing:
9.1 Representations and Warr es. T re�sentations and warranties of Purchaser set forth
in Article V shall be true and correct t f th losing Date, as though then made (other than those
representations and warranties that res a of particular dates, in which case such representations
and warranties shall be true an orr t a f ch particular dates), except where the failure of such
representations and warranti to true d correct would not, in the aggregate, materially impair
Purchaser's ability to consumr�e transactions contemplated hereby.
9.2 PerformF
asser shall have performed and complied in all material respects with
all agreements an h in this Agreement to be performed and complied with by Purchaser
prior to or on the losinran
ificner shall have received a certificate, dated as of the Closing Date,
signed btho urchaser, to the effect that the conditions set forth in Section 9.1 and
Sectioneteen satisfied.
9.41q10PLega1 Prohibition. No Governmental Authority shall have enacted, entered, promulgated
or enforced an Order that is then in effect which prohibits, enjoins or makes illegal the consummation of
the transactions contemplated hereby.
9.5 Governing_ Document and Good Standing Certificate. Purchaser shall have delivered to
the Owner a secretary's certificate containing a copy of the articles of incorporation of Purchaser (certified
by the Secretary of State of the state of its organization), by-laws and authorizing resolutions, and a
certificate of good standing for Purchaser from the state of its organization dated within fifteen (15) days
of the Closing Date.
38
1067110.06

9.6 Issuance of RWI Policy. The RWI policy shall have been issued, effective as of the Closing
Date. Purchaser shall not, without the Owner's prior written consent, agree to any amendment to the RWI
policy , including, without limitation, the subrogation provisions thereof, to the extent such amendment
would be adverse to the Owner in any respect, and Purchaser shall not cause or permit the termination of
the RWI policy without the Owner's prior written consent.
ARTICLE X
INDEMNIFICATION
10.1 Survival. All representations and warranties of the Owner contained in this eement,
other than the Fundamental Representations, shall expire eighteen (18) months fr the Clo jkg. All
Fundamental Representations shall expire upon expiration of the applicable statue of h 'tatio .`None of
the covenants or other agreements contained in this Agreement shall survive t osi r than any
such covenant or other agreement which by its terms requires performanc at o ft e osing, which
shall expressly survive the Closing for the period contemplated by its to f n ch p riod is specified,
until fully performed in accordance with its terms. Any claim for inde fica h respect to any breach
of such representations and warranties or covenants or agreemen ch is in a Notice of Claim
delivered to Purchaser or the Owner, as the case may be, prior t he a ation f the applicable survival
period, and the rights of indemnity with respect to such claim set h herein, shall survive such
expiration until a final determination is made with respect c '
10.2 Indemnification.
(a) Subject to the other p ' i 31rof t ' Article X, from and after the Closing, the
Owner shall indemnify, defend and hold P as iliates (including the Company) and each of
their respective successors and permi;1,
s (e a urchaser Indemnitee") harmless from, without
duplication, any damages, losses, liabi gati s, awards, judgments, payments, costs and claims of
any kind, interest and expenses (inc g attorneys' fees and expenses) ("Losses") to the extent
actually incurred as a result of, is' o o r with respect to (i) any inaccuracy in, or breach by the
Owner of, any of the represe ti warr ties of the Owner contained herein; (ii) any breach by the
Owner of any of its covenants a ements contained herein, (iii) any breach by the Company of any of
its covenants or agre t d herein which are to be performed prior to the Closing;
(iv) Indemnified Taxes- ( is payable by the Owner or the Company to A.E. Rosica & Co., Inc.
to the extent not o he C osing Payment Statement; (vi) the Closing Transaction Bonuses to the
extent not set fo on t ing Payment Statement; and (vii) any disclosure made in Sections 3.10,
3.14 b , 3.1510, 15 c , 16, 3.18, 3.20 and 3.23 of the Disclosure Schedule.
)Subject to the other provisions of this Article X, from and after the Closing,
PurchasQandCompany shall jointly and severally indemnify, defend and hold the Owner and their
Affiliateh of their respective successors and permitted assigns (each, a "Seller Indemnitee")
harmleshout duplication, any Losses to the extent actually incurred as a result of, arising out of
or with respect to (i) any inaccuracy in, or breach by Purchaser, of any representation or warranty made by
Purchaser contained herein, (ii) any breach by Purchaser of any of its covenants or agreements contained
herein, and (iii) any breach by the Company of any of its covenants or agreements contained herein which
are to be performed from or after the Closing.
(c) If any Purchaser Indemnitee or Seller Indemnitee believes that it has sustained or
incurred any Loss for which it may be entitled to indemnification, subject to the limitations set forth in this
Article X, such Purchaser Indemnitee or Purchaser (on behalf of such Purchaser Indemnitee) or such Seller
Indemnitee or the Owner (on behalf of such Seller Indemnitee) will so notify the Owner or Purchaser, as
39
1067110.0 6

applicable, promptly by delivering to such party a notice of such claim (a "Notice of Claim") specifying
the basis hereunder upon which such claim for indemnification is asserted and describing such Loss, the
amount thereof, if known, or a good faith estimate of the amount, and the method of computation of such
Loss, all with reasonable particularity. After the giving of any Notice of Claim pursuant hereto, the amount
of indemnification to which such Purchaser Indemnitee or Seller Indemnitee will be entitled under this
Article X will be determined by (i) a final determination of such claim or (ii) any other means to which
Purchaser and the Owner agree in writing. A failure by a Purchaser Indemnitee or Seller Indemnitee to
give timely notice as provided in this Article X will not affect the rights or obligation f any party
hereunder except to the extent that, as a result of such failure, any party entitled to receive su notice was
actually damaged or prejudiced as a result of such failure to give timely notice vis-a-vis it ights and
obligations hereunder or otherwise.
10.3 Third Party Claims.
(a) If any Proceeding by a Person who is not a p eto iliate thereof (a
"Third Party Claim"), is made against any Person entitled to indem ' atio t to Section 10.2 (an
"Indemnified Party"), and if such Person intends to seek indemni respe t reto under this Article
X, such Indemnified Party shall promptly give a Notice of Clai o the o igated to indemnify such
Indemnified Party (such notified party, the "Responsible Party" rovi that the failure to give such
Notice of Claim shall not relieve the Responsible Party o i 'ons ereunder, except to the extent
that the Responsible Party is actually damaged or pre' ice h The Responsible Party shall have
thirty (30) days after receipt of a Notice of Claim ass a conduct and control, through counsel
reasonably acceptable to the Indemnified Party e e ense of the Responsible Party, of the
settlement or defense of the applicable Third he Indemnified Party shall cooperate with
the Responsible Party in connection ther th; v at the Responsible Party shall permit the
Indemnified Party to participate in such a ment d nse through additional counsel chosen by such
Indemnified Party; provided, further, he es expenses of such additional counsel shall be borne
by such Indemnified Party, unless ' epe n sel to the Indemnified Party reasonably determines in
good faith that a conflict of int st e ' is en the Responsible Party and the Indemnified Party, at
which point the fees and exp a ch a itional counsel shall be borne by the Responsible Party. In
the event the Responsible P s s conduct and control of a Third Party Claim, the Responsible Party
shall not, except with t e o e Indemnified Party (which shall not be unreasonably withheld,
conditioned or dela r y settlement or consent to entry of any judgment that (i) imposes any
injunctive relief table relief against the Indemnified Party, or (ii) does not include as a term
thereof the givi by the a n(s) asserting such claim against the Indemnified Party of an express and
unconditio re a fro all liability with respect to such claim. The Indemnified Party shall not pay or
settle any c cl w' ut the written consent of the Responsible Party; provided that if the Indemnified
Party do pay o e such claim without the written consent of the Responsible Party, it shall waive any
right to emni by the Responsible Party for all Losses related to such claim. If the Responsible Party
does not Indemnified Party within thirty (30) days after the receipt of the Notice of Claim that it
elects to un ake the defense of the applicable Third Party Claim, the Indemnified Party shall have the
right to contest the claim, provided that the Indemnified Party shall not enter into any settlement of, or
consent to entry of any judgment with respect to, such Third Party Claim, without the written consent of
the Responsible Party (which shall not be unreasonably withheld, conditioned or delayed).
(b) Notwithstanding anything in Section 10.3(a) to the contrary, the Indemnified Party
will have the right to conduct and control, through counsel of its choosing, the defense, compromise and
settlement of any Third Party Claim if (i) such Third Party Claim relates to or arises in connection with any
criminal proceeding, action, indictment, allegation or investigation, (ii) such Third Party Claim involves a
40
1067110.0 6

claim by a customer, supplier, or vendor of the Company, (iii) such Third Party Claim seeks an injunction
or equitable relief against the Indemnified Party, (iv) independent counsel to the Indemnified Party
reasonably determines that a conflict of interest exists between the Responsible Party and the Indemnified
Party or (v) the Responsible Party failed or is failing to defend such claim with reasonable diligence;
provided that the Indemnified Party shall not enter into any settlement of, or consent to entry of any
judgment with respect to, any such Third Party Claim, without the written consent of the Responsible Party
(which shall not be unreasonably withheld, conditioned or delayed).
10.4 Limitations on Indemnification Obligations. The rights of the Indemni Parties to
indemnification pursuant to the provisions of Section 10.2(a) and Section 10.2 b are su ct to the
following provisions: .
(a) Except in the case of Fraud, the sole and exclusive se Purchaser
Indemnitees for indemnification of Losses under this Article X with respect Se 'o i (other than
with respect to Fundamental Representations) and Section 10.2 a vii y e er s all be (i) first to
funds in the Escrow Account in respect of the Indemnification Escromo (ii) second to the RWI
Policy; provided, however, that, and subject to satisfaction of the ret� unde WI Policy, Purchaser
shall use commercially reasonable efforts to pursue any available vera rider e RWI Policy for Losses
under Section 10.2(a)(vii) prior to asserting a claim for Losses w resp thereto for payment from the
funds in the Escrow Account in respect of the Indemnifica r Amount. The maximum liability of
the Owner or Purchaser, as applicable, for indemnifiab os p t to this Article X shall not exceed
the Aggregate Purchase Price. A
(b) The amount of any an s in nifiable hereunder shall be determined net
of (i) any amounts actually recovered by the em ellWes under insurance policies or other collateral
sources (such as contractual indemnities f Pens w ch are contained outside of this Agreement) with
respect to such Losses (which amou s rec ered by the Indemnified Parties shall be calculated,
in each case, net of any reasonabl t-o o sts and any Taxes incurred in connection with such
recovery) and (ii) any Tax b!nefi:l eali d a r ult of such Losses by the Indemnified Party. In any case
where a Purchaser Indemnit ( ally covers, under insurance policies or from other collateral
sources any amount or (y) reali Tax benefit in respect of a matter for which such Indemnified Party
was previously indemni re de uch Indemnified Party shall promptly pay over to the Responsible
Party a refund equal t o recovered or realized (after deducting therefrom the amount of the
reasonable out-o is and expenses actually incurred in connection with such recovery or
realization), if solely t extent that such amount of recovery or realization would have reduced the
amount to is he Ind nified Party would have been entitled pursuant to the first sentence of this
Section , no excess of the aggregate amount previously paid to the Indemnified Parties
hereund in res c such matter. The Indemnified Party shall use commercially reasonable efforts to
recover der ins ance policies or indemnity, contribution or other similar agreements for any Losses prior
to seekin de ification under this Agreement.
(c) The provisions of this Article X are not intended to, and shall not, modify any
Indemnified Party's common law duty of mitigation.
(d) The Indemnified Parties shall not be entitled to recover any Loss to the extent such
Loss was included in or otherwise expressly taken into account in the determination of the Aggregate
Purchase Price.
(e) For purposes of this Article X, the qualifications as to materiality and Material
Adverse Effect contained in the representations and warranties in Articles III, IV and V (other than in the
41
1067110.vl6

defined terms "Material Adverse Effect" and "Material Contract," as cross-referenced in such Articles)
shall not be given effect for purposes of determining whether a breach has occurred or for purposes of
calculating the amount of Losses associated with a breach; provided however, that notwithstanding clause
(i) of this Section 10.4(e), with respect to determining whether any inaccuracy in or breach of any
representation or warranty of the Owner herein has occurred, (i) the "Material Adverse Effect" qualifier in
Section 3.6(i) and (ii) the "in all material respects" qualifier in each of Section 3.4(a), shall not be
disregarded.
(f) In no event shall any Responsible Party be liable to any Indemnifie for any
punitive damages relating to the breach or alleged breach of this Agreement, except to the tent such
punitive damages are (i) awarded by a court or arbitrator in connection with a Thir arty Cl or (ii)
agreed upon and paid to a third party with respect to the settlement of a Third P�C ' in pliance
with the terms of this Agreement.
(g) The Purchaser Indemnitees may not recover mare than once in
respect of any one Loss irrespective of whether the Loss give set than one claim for
indemnification by the Purchaser Indemnitees or to the extent.
10.5 Order of Recourse, Manner of Payment. Su ct to a applicable limitations and
exceptions set forth in this Article X, the Purchaser Ind es ole aTid exclusive recourse for any
amounts due by the Owner pursuant to Section 10 a 'mited and satisfied (i) from the
Indemnification Escrow Amount and (ii) thereafter the x t such Losses exceed the Indemnification
Escrow Amount, by recovery under the RWI Polic t xten uch recovery is available. To the extent
not paid from the Indemnification Escrow Am e n th scrow Account, any indemnification of the
Purchaser Indemnitees or the Owner (on b f o e Indemnitees), as applicable, pursuant to this
Article X shall be effected by wire tr f f im di ly available funds to an account designated in
writing by the applicable Purchaser I i or Her Indemnitees, as the case may be, within five (5)
days after the final determination t of.
10.6 Treatment of d icatio1TPa ments. Each party will treat indemnification payments
pursuant to this Article X as ad tX
to the Aggregate Purchase Price for all purposes, unless applicable
law requires otherwise.
10.7 O Pu'rchaser acknowledges and agrees that the agreements contained in this
Article X are an tegra f the transactions contemplated by this Agreement and that, without these
agreements, the er the Company would not enter into this Agreement. The Owner acknowledges
and agre t a ments contained in this Article X are an integral part of the transactions
contem ted by eement and that, without these agreements, Purchaser would not enter into this
Agreem t. For e avoidance of doubt, after the consummation of the Closing, no party may seek the
rescissio t ransactions contemplated by this Agreement. Purchaser acknowledges and agrees that
the Owner enforce the rights of any of their post -Closing Affiliates hereunder. The Owner
acknowledges and agrees that Purchaser may enforce the rights of any of its Affiliates hereunder.
10.8 Exclusive Remedies. Subject to Section 12.10, the parties acknowledge and agree that
their sole and exclusive remedy with respect to any and all claims (other than claims arising from Fraud on
the part of a party hereto in connection with the transactions contemplated by this Agreement) for any
breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise
relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth
in this Article X. In furtherance of the foregoing, except with respect to Section 12.10, each party hereby
waives, to the fullest extent permitted under law, any and all rights, claims and causes of action for any
42
1067110.0 6

breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise
relating to the subject matter of this Agreement it may have against the other parties hereto and their
Affiliates and each of their respective representatives arising under or based upon any law, except pursuant
to the indemnification provisions set forth in this Article X. Nothing in this Section 10.8 shall limit any
Person's right to seek and obtain any equitable relief to which any Person shall be entitled pursuant to
Section 12.10 or to seek any remedy on account of Fraud by any party hereto.
ARTICLE XI
TERMINATION OF AGREEMENT
11.1 Termination. This Agreement may be terminated at any time prior t e Closi only as
follows:
(a) by the mutual written consent of the Owner and Ptychas ;
(b) by Purchaser, if there has been a material
any covenant, representation or warranty of the Company or the
Agreement which has prevented the satisfaction of any condiI
Purchaser at the Closing and such breach has not been waived b,
the Owner within twenty (20) days after the Company's
from Purchaser; provided that the right of termination p u to
to Purchaser at any time that Purchaser has violat r i i r
warranty of Purchaser hereunder if such breach ente
Owner's conditions to Closing hereunder and of n w ' ec
not been cured by Purchaser;
Vicle
pany or the Owner of
ble) contained in this
I to the obligations of
ed by the Company or
f written notice thereof
ction 11.1(b) shall not be available
;ach of any covenant, representation or
satisfaction of the Company's and the
by the Owner or, if capable of cure, has
(c) by the Owne he has en a material breach by Purchaser of any covenant,
representation or warranty of Purc r c at this Agreement which has prevented the satisfaction
of any condition in Article IX t e o ig n f the Owner and the Company at the Closing and such
breach has not been waived b h er or red by Purchaser within twenty (20) days after Purchaser's
receipt of written notice there r the Owner or the Company; provided that the right of termination
pursuant to this Section c 11 t be available to the Owner at any time that the Company and the
Owner have violated or a t of any covenant, representation or warranty of the Company or the
Owner (as applic r der t such breach has prevented satisfaction of Purchaser's conditions to
Closing hereund and h n been waived by Purchaser or, if capable of cure, has not been cured by the
Company and/o e Ow ;provided, further, that the failure of Purchaser to deliver all or any portion of
the Aggru ase ce as required hereunder shall not be subject to cure hereunder unless otherwise
agreed t in writijag'PP[he Owner;
1") by Purchaser if the Closing has not occurred on or before March 15, 2024
(the "Terms n Date"); provided that Purchaser shall not be entitled to terminate this Agreement
pursuant to this Section 11.1(d) if the failure of the Closing to occur is due to the failure of Purchaser to
perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied
with by it prior to the Closing;
(e) by the Owner if the Closing has not occurred on or before the Termination Date;
provided that the Owner shall not be entitled to terminate this Agreement pursuant to this Section 11.1(e)
if the failure of the Closing to occur is due to the failure of the Company or the Owner to perform or comply
with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to
the Closing;
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1067110.v16

(f) by Purchaser, if all of the conditions set forth in Article IX have been satisfied
(other than those conditions that by their nature cannot be satisfied other than at the Closing, but which
conditions could be satisfied (and would be satisfied) if the Closing were to occur on such date) and the
Owner fails to consummate the transactions contemplated by this Agreement on the date the Closing should
have occurred pursuant to Section 2.5 and Purchaser stood ready and willing to consummate on that date
the transactions contemplated by this Agreement to occur at the Closing; or
(g) by the Owner, if all of the conditions set forth in Article VIII have een satisfied
(other than those conditions that by their nature cannot be satisfied other than at the Closi but which
conditions could be satisfied (and would be satisfied) if the Closing were to occ on suc date) and
Purchaser fails to consummate the transactions contemplated by this Agreement on date th Closing
should have occurred pursuant to Section 2.5 and the Company and the Owner ood r y an filling to
consummate on that date the transactions contemplated by this Agreement to oche g.
(h) The party desiring to terminate this Agreement r nt ausm , L0, 0, O,
ff) or W of this Section 11.1 shall give written notice of such terminWnto o1jer parties hereto.
11.2 Survival After Termination.
(a) In the event of termination of this
provided in Section 11.1, this Agreement (and the pro
of no further force and effect (other than Section 6. is
Agreement, each of which shall survive the termin n
parties to this Agreement), and there shall be bi c
Company to one another or with respect tot ran ti
no such termination shall relieve any p eto fro li
of its representations, warranties, coil n s gre ent:
such termination and (y) as provid o w pect t
Confidentiality Agreement and t Cle T greemer
this Agreement and shall be o e by t parties to
herein to the contrary, if the tral ct s contemplated by tl
(i) Purchaser shall retun c e and other materia:
and/or any of their res e 'v entatives relating to
respective busine y o the transactions cont(
after the executi of thi ment and (ii) all Confiden
its Affiliates r r resent ves with respect to or relating 1
relating i* any of its Affiliates, any of
by e'Ther Purchaser or the Owner as
e all immediately become void and
c 11.2, Article XII and the Confidentiality
's Veement and shall be enforceable by the
te
fie Zia
of any of Purchaser, the Owner or the
ted by this Agreement, except (x) that
Jity for any Willful Breach by such party of any
set forth in this Agreement prior to the time of
i Section 6.2, this Section 11.2, Article XII, the
each of which shall survive the termination of
vs Agreement. Notwithstanding any provision
is Agreement shall be terminated for any reason,
received from any of the Company, the Owner
.le Company, any of its Affiliates, any of their
mplated hereby, whether so obtained before or
ial Information received by Purchaser or any of
the Owner, and/or any of their representatives
their respective businesses and/or any of the
transact s con n7med hereby snarl be treated as stnctly conncientiat in accordance witn the
Confide 'ality eement. For purposes of this Agreement, "Willful Breach" means a material breach by
a party to s eement of any of its representations, warranties, covenants or other agreements set forth
in this Agre nt that is a consequence of an act or failure to act by such breaching party with the actual
knowledge of such party that the taking of such act or failure to take such act by such party would cause a
material breach by such party of any such representation, warranty, covenant or other agreement of such
party set forth in this Agreement.
(b) For the avoidance of doubt and without limiting the parties' rights under this
Section 11.2, for all purposes of this Article XI, (i) if all of the conditions set forth in Article VIII have been
satisfied (other than those conditions that by their nature cannot be satisfied other than at the Closing, but
which conditions could be satisfied (and would be satisfied) if the Closing were to occur on such date) and
Purchaser fails to consummate the transactions contemplated by this Agreement on the date the Closing
44
1067110.0 6

should have occurred pursuant to Section 2.5 and the Company and the Owner stood ready and willing to
consummate on that date the transactions contemplated by this Agreement to occur at the Closing, such
failure to consummate shall be deemed a material and Willful Breach of this Agreement by Purchaser that
is not capable of cure and that has prevented consummation of the transactions contemplated hereby; and
(ii) if all of the conditions set forth in Article IX have been satisfied (other than those conditions that by
their nature cannot be satisfied other than at the Closing, but which conditions could be satisfied (and would
be satisfied) if the Closing were to occur on such date) and the Owner fails to consummate the transactions
contemplated by this Agreement on the date the Closing should have occurred pursuant to SAction 2.5 and
Purchaser stood ready and willing to consummate on that date the transactions contem ed by this
Agreement to occur at the Closing, such failure to consummate shall be deemed a aterialX Willful
Breach of this Agreement by the Owner that is not capable of cure and that has prev ed comation
of the transactions contemplated hereby. Notwithstanding this Section 11.2 ran ing s in this
Agreement, Purchaser affirms that it is not a condition to the Closing or to any o er ions under
this Agreement that Purchaser obtain financing for or related to any ofj�he contemplated
hereby.
ARTICLE XII
MISCELLANEOUS `
12.1 Press Releases and Communications. The the Owner and Purchaser agree that,
from the date hereof through the Closing Date, no b re or announcement concerning the
transactions contemplated hereby shall be issued o ade y on behalf of any party without the prior
consent of the other parties, unless required by law t le o y securities exchange upon which any
party's common stock may be listed, in which ase d the Owner shall have the right to review
and comment upon such press release or p n t prior to its issuance, making or publication;
provided that, notwithstanding the fore g in he O r d the Company may make announcements from
time to time to their respective emplo e u er enerators and other business relations and otherwise
as the Company or the Owner ma aso 1 ine is necessary or desirable. Notwithstanding the
foregoing, Purchaser and the O er s 11 p rate to prepare a joint press release to be issued on the
Closing Date. The Owner, e pany d Purchaser agree to keep the terms of this Agreement
confidential, except to the exte e ed by applicable law or the rule of any securities exchange on which
any party's common sto is or for financial reporting purposes and except that the parties may
disclose such terms t 'r ive employees, accountants, advisors and other representatives as
necessary in co io i the ordinary conduct of their respective businesses (so long as such Persons
agree to or are b nd by nt t to keep the terms of this Agreement confidential).
1 ns Except as otherwise set forth in this Agreement, each of the parties hereto shall
be solel espon r and shall bear all of its own costs and expenses incident to its obligations under
and in r ect o is Agreement and the transactions contemplated hereby, including any such costs and
expenses u by any party hereto in connection with the negotiation, preparation and performance of
and compli e with the terms of this Agreement (including the fees and expenses of legal counsel,
accountants, investment bankers or other representatives and consultants), regardless of whether the
transactions contemplated hereby are consummated; provided that if the Closing occurs, the Owner shall
be responsible for and shall pay or cause to be paid all of the Company Transaction Expenses that remain
unpaid after the Closing to the extent such Company Transaction Expense was not set forth on the Closing
Payment Statement.
12.3 Governing Law; Jurisdiction; Waiver of Jur�Trial.
45
1067110.06

(a) All matters relating to the interpretation, construction, validity and enforcement of
this Agreement shall be governed by and construed in accordance with the domestic laws of the State of
Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of
Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than
the State of Delaware.
(b) Except as otherwise expressly provided in this Agreement, any suit, action or
Proceeding seeking to enforce any provision of, or based on any matter arising out of or in co ection with,
this Agreement or the transactions contemplated hereby shall be brought in any Delaware St or Federal
court sitting in Wilmington, Delaware, and each of the parties hereby consents to the 'urisd
ctio ic n of such
courts (and of the appropriate appellate courts therefrom) in any such suit , ar Proce ng and
irrevocably waives, to the fullest extent permitted by law, any objection which it ay no or he a er have
to the laying of the venue of any such suit, action or Proceeding in any such c r t such suit,
action or Proceeding which is brought in any such court has been brought in Inc v t rum. Process
in any such suit, action or Proceeding may be served on any party any e 'n t or , whether within
or without the jurisdiction of any such court. Without limiting the for ing, h agrees that service
of process on such party as provided in Section 12.9 shall be dee ectiv ice of process on such
party.
(c) EACH OF THE PARTIES HE BY WAIVES TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW AN Y HAVE TO A TRIAL BY JURY
WITH RESPECT TO ANY LITIGATION DIREC O I IRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMEN E NSACTIONS CONTEMPLATED BY
THIS AGREEMENT. EACH OF THE P E HEREBY (I) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATT E OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THA H O PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE F G G WAIVER AND (II) ACKNOWLEDGES THAT
IT HAS BEEN INDUCED TO E IS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED BY THIS A2ATI
A APPLICABLE, BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND QE S IN THIS SECTION 12.3(c).
12.4 Bindin t si ent• Third Pg1y Beneficiaries. This Agreement and all of the
provisions hereof sh b m on and inure to the benefit of the parties hereto and their respective
successors and p ME ns; provided that no party hereto may assign, delegate or otherwise transfer
(including by op ation a any of such party's rights or obligations under this Agreement without the
prior writte on nt of t Owner and Purchaser; provided that Purchaser shall be entitled to assign, upon
prior wri ti t wrier, its rights and obligations under this Agreement to any Subsidiary thereof
or for c ateral c purposes to any lender providing financing to Purchaser, it being agreed that if
Purchas makes y such assignment, Purchaser shall remain fully liable under this Agreement. Nothing
in this A , express or implied, is intended to or shall confer upon any Person other than the parties
hereto or th respective successors and permitted assigns, any rights, remedies or liabilities under or by
reason of this Agreement, other than the third party beneficiaries enumerated in this Agreement, including
those set forth in Section 10.2 (Indemnification) and Section 12.12 (Attorney -Client Privilege), each of
which is intended to be for the benefit of the Persons covered thereby or to be paid thereunder and may be
enforced by such Persons.
12.5 Amendment and Waiver. Except as otherwise provided herein, any provision of this
Agreement may be amended or waived only in a writing signed by Purchaser and the Owner. No waiver
of any provision hereunder or any breach or default thereof shall extend to or affect in any way any other
provision or prior or subsequent breach or default.
46
1067110.0 6

12.6 Counterparts. This Agreement may be executed in multiple counterparts (including by
means of telecopy or electronic pdf signature pages), any one of which need not contain the signatures of
more than one party, but all such counterparts taken together shall constitute one and the same instrument.
12.7 Complete Agreement. This Agreement, including the schedules (including the Disclosure
Schedule), exhibits and certificates referred to herein, and any documents executed by the parties pursuant
hereto or in connection herewith, and the Confidentiality Agreement, shall constitute the entire
understanding and agreement of the parties hereto with respect to the subject matter hereof d supersede
all other prior agreements and understandings, written or oral, between the parties or any of t respective
Affiliates with respect to such subject matter. In the event of any inconsistency between the s ements in
the body of this Agreement, the schedules (including the Disclosure Schedule), exh 'ts and c j ificates
referred to herein, and any documents executed by the parties pursuant hereto in c ectio 1%rewith,
and the Confidentiality Agreement, other than an exception expressly set forth ch isclosure
Schedule, the statements in the body of this Agreement will control.
12.8 Severability. Whenever possible, each provision of
such manner as to be effective and valid under applicable law, b14
held to be prohibited by or invalid under applicable law, such of
extent of such prohibition or invalidity, without invalidating
remaining provisions of this Agreement. _ 0
12.9 Notices. All notices, demands
or by reason of the provisions of this Agreement
(a) when personally delivered, (b) when trans
recipient if the sender on the same day c
communication by a recognizedAm
it
with Federal Express or simila
communications to Purchaser, twriting, be sent to the addresses
ieA shall be interpreted in
imh of this Agreement is
e ineffective only to the
of such provision or the
(ier unications to be given or delivered under
�e ' rite and shall be deemed to have been given
ectr 'c mail to the address set out below for such
Ong copy of such notice, demand or other
ry a (charges prepaid) or (c) one day after deposit
ervice (charges prepaid). Notices, demands and
Owner shall, unless another address is specified in
the Closing, the Company:
i Brian Weber
ne: [phone]
[e-mail]
'qWFwith a copy (which shall not constitute notice or service of process) to:
c/o Clean Harbors, Inc.
42 Longwater Drive
P.O. Box 9149
Norwell, MA 02061-9149
Attention: Michael McDonald, Esq.
Telephone: [phone]
Email: [e-mail]
47
1067110.0 6

and a copy (which shall not constitute notice or service of process) to:
Davis, Malm & D'Agostine, P.C.
One Boston Place, 37`' Floor
Boston, MA 02108
Attention: Daniel T. Janis, Esq.
Telephone: [phone]
Email: [e-mail]
If to the Owner or, prior to the Closing, the Company:
Noble Oil Services, Inc. / NTS, LLC
c/o Old North State Trust, LLC
605 Lynddale Court, Suite B
Greenville, North Carolina 27858
Attention: Michael Spohn and Spence Evans
Telephone: [phone]
Email: [e-mail]; sevans@trusto com
with a copy (which shall not constitute not11
a ce of process) to:
Nelson Mullins Riley & Scarborou$311-Lp
201 17th Street NW
Atlanta, Georgia 30363
Attention: Billy Ching "6n4O4)
Telephone: [phone]
Email: billy.ching awe; [e-mail]
Notwithstandin e f go%, My party may send any notice, request, demand, claim, or
other communication require ed he under to the intended recipient at the address set forth above
by personal delivery, messen s ice and/or electronic transmission; provide d that no such notice,
request, demand, claim, er innication will be deemed to have been duly given unless and until
it actually is receiv by e ed recipient. Any party may change the address to which notices,
requests, demand a d other communications required or permitted hereunder are to be delivered
by giving the of party s) tice in the manner herein set forth.
I#FMW 51kifiefferformance. The Owner agree that Purchaser shall have the right, in addition to
any oth rights edies existing in its favor, to enforce its rights and the obligations of the Owner
hereund by a ction or actions for specific performance, injunctive and/or other equitable relief.
Furtherm P haser agrees that the Owner shall have the right, in addition to any other rights and
remedies ex ng in its favor, to enforce its rights and the obligations of Purchaser hereunder by an action
or actions for specific performance, injunctive and/or other equitable relief.
12.11 Disclosure Schedule. Unless the context otherwise requires, all capitalized terms used in
the Disclosure Schedules shall have the respective meanings assigned to such terms in this Agreement. All
section headings in the Disclosure Schedules correspond to the sections of this Agreement, but information
provided in any section of the Disclosure Schedules shall constitute disclosure for purposes of each section
of this Agreement where such information is relevant. Unless the context otherwise requires, all capitalized
terms used in the Disclosure Schedules shall have the respective meanings assigned to such terms in this
Agreement. Certain information set forth in the Disclosure Schedules is included solely for informational
48
1067110.v16

purposes, and may not be required to be disclosed pursuant to this Agreement. The inclusion of information
in the Disclosure Schedule shall not be construed as or constitute an admission, agreement or indication
that a violation, right of termination, default, breach, liability or other obligation of any kind exists with
respect to any item, nor shall it be construed as or constitute an admission, agreement or indication that
such information is material to the Company and/or the Owner. Neither the specifications of any dollar
amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any
specific item in the Disclosure Schedule is intended to imply that such amount, or higher or lower amounts,
or the item so included or other items, are or are not material, and no party shall use the fac f the setting
forth of any such amount or the inclusion of any such item in any dispute or controversy betw the parties
as to whether any obligation, item or matter not described herein or included in the Di closure hedule is
or is not material for purposes of this Agreement or otherwise. Further, neither the ecificati jj�� of any
item or matter in any representation, warranty or covenant contained in this Agre ent the ' crusion of
any specific item in the Disclosure Schedule is intended to imply that such item er, er items or
matters, are or are not in the Ordinary Course, and no party shall use the facSS
e n the inclusion
of any such items or matter in any dispute or controversy involving anyp s he to as to whether
any obligation, item or matter not described herein or included in the cloedule is or is not in the
Ordinary Course for purposes of this Agreement. No disclosur n e Dis re Schedules shall be
deemed to create any rights in any third party. A
12.12 Attorney -Client Privilege. Purchaser, fo for'its Affiliates, successors and
assigns, hereby acknowledges that all: (a) attorney—cl' c ons between any of the Company,
the Owner, or their Affiliates (on the one hand) and on u s (on the other hand) but only with respect
to communications related to this Agreement and th ctio ontemplated by this Agreement; (b) the
files of Nelson Mullins related to its engagem t o y but only with respect to the files related
to this Agreement and the transactions c mpl d y; and (c) any document in the files of the
Company or its Affiliates solely to the a to at su d ument directly reflects communications from or
to the Company Counsel related to 's re ent the transactions contemplated hereby (collectively,
"Attorney -Client Communication ' hal d to be attorney --client confidences that belong solely
to the Owner and not to Purch r o t C mpany post -Closing. Neither Purchaser nor any of its
Affiliates (including, followi th sing, e Company) shall have access to any such Attorney -Client
Communications, whether or t Closing shall have occurred. Nelson Mullins shall have no duty
whatsoever to reveal or e y ttorney-Client Communications to Purchaser or the Company by
reason of any atto - n onship between Nelson Mullins and the Company or otherwise.
Notwithstanding o o , in the event that a dispute arises between Purchaser or the Company and a
third party (otheifhan a this Agreement or any of their respective Affiliates) after the Closing, the
Company n the orney-client privilege to prevent disclosure of confidential communications by
Nelson i s t c ird party; provided, however, that the Company may not waive such privilege
without e prior n n consent of the Owner. Nelson Mullins shall have the right to enforce its rights
under th ectiojM2.12. For the avoidance of doubt, nothing herein is intended to make any of the business
or corpor rds or documents of the Company not related to this Agreement or the transactions
contemplate ereby subject to the foregoing.
12.13 No Recourse. Except as provided in Section 7.2(c), this Agreement may only be enforced
against, and any claim, action, suit, or other legal proceeding based upon, arising out of, or related to this
Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against
the entities that are expressly named as parties hereto and then only with respect to the specific obligations
set forth herein with respect to such party. No past, present, or future director, officer, employee,
incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney, or other Representative of
any party hereto or of any Affiliate of any party hereto, or any of their successors or permitted assigns, shall
49
1067110.0 6

have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim,
action, suit, or other legal proceeding based on, in respect of or by reason of the transactions contemplated
hereby.
[signature page follows]
50
1067110.v16

IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to be
executed as of the date first above written.
PURCHASER:
SAFETY-KLEEN SYSTEMS, INC.
By:
Name: Rebecca Underwood
Its: President
[Signature Page to Purchase Agreement]

OWNER:
JAYIES J. NOBLE REVOCABLE TRUST, AMENDED AND
RESTATED JULY 29, 2022
By: Old North State Trust, LLC, its Trustee
By: .
Name: Spe ce A. Evans
Its: Trust Officer
COMPANY:
NOBLE OIL SERVICES, INC.
By:
Name: James Keith
Its: Chief Executive Officer
NTS,LLC
By:
Name: James Keith
Its: Manager
[Signature Page to Purchase Agreement]

OWNER:
JAMES J. NOBLE REVOCABLE TRUST, AMENDED AND
RESTATED JULY 29, 2022
By: Old North State Trust, LLC, its Trustee
By:
Name: Spence A. Evans
Its: Trust Officer
COMPANY:
NOBLE OIL SERVI F S, INC.
By:
Name: Ja eith
Its: Chief Executive Officer
NTS,LLC
By:
Name: James Ke'
Its: Manager
[Signature Page to Purchase Agreement]