Common use of Purchase and Sale of the Membership Interests Clause in Contracts

Purchase and Sale of the Membership Interests. (a) At the Closing (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement, Sellers agree to sell, transfer, assign and deliver to Buyer, and Buyer agrees to purchase from Sellers, the Membership Interests free and clear of all Liens. (b) Subject to the terms and conditions set forth herein, the aggregate purchase price to be paid to the Sellers for the Membership Interests is $30,000,000 (the “Purchase Price”), which shall consist of the following: (i) $20,000,000 in cash (the “Cash Consideration”); and (ii) 1,315,789 shares of common stock of Buyer, par value $0.0001 per share (“Buyer Common Stock”), which shall equal approximately $10,000,000, calculated based on a fixed price of $7.60 per share (as equitably adjusted to appropriately reflect the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Buyer Common Stock occurring on or after the date hereof and prior to the Closing Date) (the “Stock Consideration”), of which 394,736 shares shall be placed in escrow as provided in Section 1.7. The Purchase Price shall be paid as provided in Section 1.3 and shall be subject to adjustment as provided below and in Section 1.6. (c) The Cash Consideration shall be reduced on a dollar for dollar basis to account for any Indebtedness of the Company existing at the time of the Closing. (d) The parties acknowledge the Razor Business Strategy Consultants, LLC Bonus Plan (“Razor Bonus Plan”), to be adopted by the Company prior to Closing, pursuant to which certain employees of the Company are entitled to receive bonus compensation aggregating 65,790 shares of Buyer Common Stock and $265,000 in cash. At the Closing, Buyer shall deliver stock and cash to such employees in satisfaction of the Company’s obligation under said Plan. Correspondingly, the Stock Consideration otherwise payable at Closing for the Membership Interests shall be reduced by 65,790 shares and the Cash Consideration otherwise payable at Closing shall be reduced by $265,000, said reductions apportioned among the Sellers as set forth in the Plan. Any withholding taxes required to be withheld from payments made to employees shall reduce the cash payable to the respective employees and shall be retained by Buyer for use in satisfying the Company’s withholding obligations.

Purchase and Sale of the Membership Interests. (a) At Upon the Closing (as defined in Section 1.2) terms and subject to and upon the terms and conditions of this Agreement, Sellers the Members agree to sell, transfer, assign and deliver sell to the Buyer, and the Buyer agrees to purchase from Sellersthe Members, all of the Membership Interests free and clear of all Liens. at the Closing (b) Subject to the terms and conditions set forth herein, the “Membership Interest Purchase”). The aggregate purchase price to be paid to the Sellers for the Membership Interests is $30,000,000 (the “Purchase Price”), which shall consist of the following: (i) $20,000,000 in cash (the “Cash Consideration”); and (ii) 1,315,789 shares of common stock of Buyer, par value $0.0001 per share (“Buyer Common Stock”), which shall equal approximately $10,000,000, calculated based on a fixed price of $7.60 per share (as equitably adjusted to appropriately reflect the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Buyer Common Stock occurring on or after the date hereof and prior to the Closing Date) (the “Stock Consideration”), of which 394,736 shares shall be placed in escrow as provided in Section 1.7. The Purchase Price shall be paid as provided in Section 1.3 and shall be subject to adjustment as provided below and in Section 1.6. (c) The Cash Consideration shall be reduced on a dollar for dollar basis to account for any Indebtedness of the Company existing at the time of the Closing. (d) The parties acknowledge the Razor Business Strategy Consultants, LLC Bonus Plan (“Razor Bonus Plan”), to be adopted by the Company prior to Closing, pursuant to which certain employees of the Company are entitled to receive bonus compensation aggregating 65,790 shares of Buyer Common Stock and $265,000 in cash. At the Closing, Buyer shall deliver stock and cash to such employees in satisfaction of the Company’s obligation under said Plan. Correspondingly, the Stock Consideration otherwise payable at Closing for the Membership Interests shall be reduced by 65,790 shares payable, and is subject to offset as provided in Section 8.4, as follows: (a) The Buyer shall deliver to the Cash Consideration otherwise payable Members at Closing shall be reduced by $265,000, said reductions apportioned among (in accordance with the Sellers as allocation set forth in Section 1.1(a) of the PlanCompany Disclosure Schedule) a cash payment in the aggregate amount of $3,000,000, minus all principal, interest and other charges outstanding on the Closing Date in respect of the Company’s indebtedness, which indebtedness is to be paid by the Company at Closing (the “Closing Cash Payment”). Payment of the Closing Cash Payment shall be made by wire transfer of immediately available funds to one or more accounts designated in writing by the Members prior to the Closing Date. (b) 1,600,000 restricted shares of common stock, par value $0.01 per share, of the Buyer (the “Buyer Common Stock”, and together with the Closing Cash Payment, the “Total Consideration”) shall be issued and delivered to the Members in accordance with the allocation set forth in Section 1.1(b) of the Company Disclosure Schedule (the “Stock Issuance”). The Stock Issuance will be made and the Buyer Common Stock delivered to the Members upon the earlier to occur of (i) the second anniversary of the Closing Date or (ii) the sale of the Buyer, whether through a stock purchase or merger; provided that any Member may delay the Stock Issuance as it relates to that Member to a later date in their sole discretion. At or prior to the time of the original scheduled date of the Stock Issuance, each Member may elect to receive cash consideration of $2.40 per share in lieu of receiving that number of shares of Buyer Common Stock otherwise due to that Member by giving written notice of such election to the Buyer. In the event any Member so elects to receive cash consideration in lieu of such Member’s shares of Buyer Common Stock, Buyer shall pay such cash consideration to such Member within sixty (60) days following the original scheduled date of the Stock Issuance. In the event that either of Xxxx Xxxxxxx or Xxxxxxxx “Dev” Devanur seeks to sell any shares of Buyer common stock beneficially owned by him after the Closing Date through the one-year period following the Stock Issuance date, each of the Members shall be entitled to participate in such sale pursuant to the Tag-Along Right. Should either of Xxxx Xxxxxxx or Xxxxxxxx “Dev” Devanur seek to effect such as a sale prior to the Stock Issuance date, and any Member desires to exercise his or its Tag-Along Right, the Buyer shall cause the Buyer Common Stock to be issued and delivered to the applicable Member prior to the second anniversary of the Closing Date. (c) Until the Buyer Common Stock is issued pursuant to the Stock Issuance, no shares of the Buyer Common Stock may be sold, transferred, assigned, hypothecated, pledged, encumbered or otherwise disposed of, whether voluntarily or by operation of law, except that, transfers of the right to receive the Buyer Common Stock pursuant to the Stock Issuance upon the death of a Member will be permitted under the laws of descent and distribution. The Company shall not be required to transfer any Buyer Common Stock on its books or to treat as the owner of such Buyer Common Stock or to accord the right to vote or to pay dividends in respect of the Buyer Common Stock prior to the Stock Issuance. (d) At the time of the Stock Issuance, the Members shall receive the following registration rights: (i) At any time on or after the Stock Issuance, the Members may make a written demand (a “Demand Registration”) for the filing of a registration statement (“Registration Statement”) under the Securities Act of, for resale of all or part of 533,333 shares of Buyer Common Stock received by them (the “Registrable Securities”) to the extent such securities were not previously included in a Registration Statement. Any withholding taxes demand for a Demand Registration shall specify the number of shares of Registrable Securities to be registered. Subject to the conditions of this definition, the Buyer shall use its commercially reasonable efforts to file such Registration Statement under the Securities Act within 90 days after the date any such request is received by the Buyer, use its commercially reasonable efforts to cause such Registration Statement to be declared effective and maintain the effectiveness of the Registration Statement from the date of the effectiveness of the Registration Statement until the earlier of (A) 12 months after the date such Registration Statement is declared effective by the SEC, or (B) the date on which all of the Registrable Securities included in such Registration Statement have been sold; provided, however, that, if at any time or from time to time after the date of effectiveness of the Registration Statement, the Buyer notifies the Members in writing of the existence of a Disadvantageous Condition (as defined below), no Member shall offer or sell any of the Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Disadvantageous Condition until the Buyer notifies the Members that such Disadvantageous Condition either has been disclosed to the public or no longer constitutes a Disadvantageous Condition. The Buyer shall notify the Members promptly when any such Registration Statement has been declared effective. Buyer shall not be obligated to effect more than one (1) Demand Registration in respect of the Registrable Securities, unless the Members requesting such registration are unable to register all of the Registrable Securities identified in the demand to be included in such registration by reason of the Buyer’s compliance with the SEC Restrictions set forth in Section 1.1(d)(iv) or otherwise. Buyer shall not be obligated to file a Registration Statement relating to a Demand Registration request pursuant to this section at any time the Buyer’s Board of Directors determines, in its good faith judgment, that Buyer (A) should not file any Registration statement otherwise required to be withheld from payments made filed pursuant to this section or (B) should withdraw any such previously filed Registration Statement, in either case solely because the Board of Directors determines, after consultation with legal counsel, that the Buyer is in the possession of material nonpublic information required to be disclosed in such Registration Statement or an amendment or supplement thereto, the disclosure of which in such Registration Statement would be materially disadvantageous to the Buyer (a “Disadvantageous Condition”). In such case the Buyer shall be entitled to postpone for a reasonable period of time the filing of such Registration Statement (but in no event more than 90 days) or, if such Registration Statement has already been filed, may suspend or withdraw such Registration Statement and shall promptly give the Members written notice of such determination and an approximation of the anticipated delay. Upon the receipt of any such notice, such Members shall forthwith discontinue use of the prospectus contained in such Registration Statement and, if so directed by the Buyer, shall deliver to the Buyer all copies of the prospectus then covering such Registrable Securities current at the time of receipt of such notice (or, if no Registration Statement has yet been filed, all drafts of the prospectus covering such Registrable Securities). If any Disadvantageous Condition shall cease to exist, the Buyer shall promptly notify the Members to such effect. If any Registration Statement shall have been withdrawn, the Buyer shall, at such time as it is possible file a new Registration Statement covering the Registrable Securities that were covered by such withdrawn Registration Statement. (ii) The Buyer shall notify the Members at any time when a prospectus relating to the Registration Statement is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. At the request of any Member, the Buyer shall also prepare, file and furnish to the Members a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Each Member agrees not to offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment. (iii) In addition to the Demand Registration, if at any time after the Stock Issuance the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (A) pursuant to a registration statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (B) pursuant to a registration statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (C) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement (a "Piggyback Registration Statement") to be used may be used for any registration of securities of the Buyer, the Buyer shall reduce the cash payable give prompt written notice (in any event no later than 30 days prior to the respective employees filing of such registration statement) to the holders of Registrable Securities of its intention to effect such a registration and, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within 20 days after the Company's notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. A Piggyback Registration shall not be considered a Demand Registration. (iv) Notwithstanding the registration obligations set forth in this section, if at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act, the Buyer shall use its commercially reasonable efforts to advocate with the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415. In the event that, despite the Buyer’s commercially reasonable efforts and compliance with the terms of this section, the SEC refuses to alter its position, the Buyer shall (A) remove from the Registration Statement such portion of the Registrable Securities and other securities (“Other Registrable Securities”) that were included in the initial Registration Statement filing (“Cut-back Shares”) and/or (B) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Buyer’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). Any cut-back imposed on the Members pursuant to this section shall be retained allocated among the Members and the holders of Other Registrable Securities on a ratable basis in proportion to the number of Registrable Securities and Other Registrable Securities held by such Members and holders. From and after the date on which the Buyer is able to effectuate registration of such Cut-back Shares in accordance with any SEC Restriction, all of the provisions of this section shall again be applicable to such Cut-back Shares. (v) Each Member shall furnish to the Buyer or the underwriter(s) (if any) in respect of the offering pursuant to the subject Registration Statement, as applicable, such information regarding the Member and the distribution proposed by it as the Buyer may reasonably request in connection with any registration or offering referred to in this section . Each Member shall cooperate as reasonably requested by the Buyer in connection with the preparation of the Registration Statement with respect to such registration, and for so long as the Buyer is obligated to file and keep effective such Registration Statement, shall provide to the Buyer, in writing, for use in satisfying the Company’s withholding obligationsRegistration Statement, all such information regarding the Member and its plan of distribution of shares of Buyer Common Stock included in such Registration Statement as may be reasonably necessary to enable the Buyer to prepare such Registration Statement, to maintain the currency and effectiveness thereof and otherwise to comply with all applicable requirements of law in connection therewith. (vi) All fees and expenses incident to the performance of or compliance with this section by the Buyer shall be borne by the Buyer whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (A) all registration and filing fees (including, without limitation, fees and expenses (1) with respect to filings required to be made with the trading market on which the Buyer Common Stock is then listed for trading, and (2) in compliance with applicable state securities or Blue Sky laws, (B) printing expenses, (C) messenger, telephone and delivery expenses, and (D) fees and disbursements of counsel and independent registered public accountants for the Buyer. (vii) Notwithstanding anything herein to the contrary, as to the Registrable Securities, such securities shall cease to be Registrable Securities and the provisions of this section shall terminate when: (A) a Registration Statement and/or a Piggyback Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement and/or Piggyback Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Buyer and subsequent public distribution of them shall not require registration under the Securities Act; or (C) such securities shall have ceased to be outstanding.

Purchase and Sale of the Membership Interests. (a) At On the Closing (as defined in Section 1.2) terms and subject to and upon the terms and conditions of this Agreement, Sellers agree to shall sell, transfer, assign transfer and deliver or cause to be sold, transferred and delivered to Buyer, and Buyer agrees to shall purchase from Sellers, the Membership Interests free and clear of all Liens. (b) Subject to the terms and conditions set forth herein, the for an aggregate purchase price to be paid equal to the Sellers for the Membership Interests is $30,000,000 (the “Purchase Price”), which shall consist sum of the following: (i) $20,000,000 39,500,000 (the "Purchase Price"), $26,250,000 of which shall be payable in cash (the “"Cash Consideration”"); and , $4,500,000 of which shall be payable through the issuance to Accredited Sellers (iias hereinafter defined) 1,315,789 by W-H of its 9% Convertible Subordinated Notes due December 31, 2003 (individually, a "Note" and collectively, the "Notes") in the form attached hereto as Exhibit A (the "Note Consideration") and $8,750,000 of which shall be payable in 372,340 shares of common stock of Buyerstock, par value $0.0001 per share (“Buyer Common Stock”the "Shares"), which shall equal approximately $10,000,000of W-H (the "Stock Consideration"), calculated based (unless the average of the closing price for the W-H Common Stock on a fixed price of $7.60 per share The Nasdaq National Market over the 20 trading days immediately preceding the second business day before the Closing Date (as equitably adjusted hereinafter defined) (the "Average Stock Price") is less than $23.50 per share, in which case, the number of Shares to appropriately reflect be delivered in respect of the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange Stock Consideration will be the number of shares or other like change with respect to Buyer of W-H Common Stock occurring obtained by dividing (I) the Average Stock Price into (II) the Stock Consideration) and (ii) the payments (the "Equipment Payments") made to purchase the coil tubing equipment and accessory assets and other assets described on Schedule I hereto (the "Recently Acquired Assets") placed in service during 2001, which payments are set forth on Schedule I hereto, payable in cash at Closing in the respective amounts and to the Sellers listed on Schedule I hereto. The "Conversion Rate" to be included in each Note shall be the number obtained by dividing one by the greater of (i) $30.00 or after (ii) the date hereof and prior to closing price for the W-H Common Stock on The Nasdaq National Market on the last trading day immediately preceding the Closing Date) (the “Stock Consideration”), of which 394,736 shares shall be placed in escrow as provided in Section 1.7. The Purchase Price shall be paid as provided in Section 1.3 and shall be subject to adjustment as provided below and in Section 1.6. (c) The Cash Consideration shall be reduced on a dollar for dollar basis to account for any Indebtedness of the Company existing at the time of the Closing. (d) The parties acknowledge the Razor Business Strategy Consultants, LLC Bonus Plan (“Razor Bonus Plan”), to be adopted by the Company prior to Closing, pursuant to which certain employees of the Company are entitled to receive bonus compensation aggregating 65,790 shares of Buyer Common Stock and $265,000 in cash. At the Closing, Buyer shall deliver stock and cash to such employees in satisfaction of the Company’s obligation under said Plan. Correspondingly, the Stock Consideration otherwise payable at Closing for the Membership Interests shall be reduced by 65,790 shares and the Cash Consideration otherwise payable at Closing shall be reduced by $265,000, said reductions apportioned among the Sellers as set forth in the Plan. Any withholding taxes required to be withheld from payments made to employees shall reduce the cash payable to the respective employees and shall be retained by Buyer for use in satisfying the Company’s withholding obligations.