FIRST AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVERCredit Agreement • December 31st, 2020 • Power Solutions International, Inc. • Engines & turbines • New York
CREDIT AGREEMENT dated as of March 27, 2020 (this “Agreement”) as amended by the First Amendment dated as of December 28, 2020, between POWER SOLUTIONS INTERNATIONAL, INC., a Delaware corporation, the LENDERS party hereto from time to time, and STANDARD CHARTERED BANK, as Administrative Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 5th, 2011 • Power Solutions International, Inc. • Services-computer programming services • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 29th day of April, 2011 by and among Power Solutions International, Inc., a Nevada corporation (the “Company”), the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors and Roth Capital Partners, LLC (the “Placement Agent”) (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT by and amongCredit Agreement • June 30th, 2016 • Power Solutions International, Inc. • Engines & turbines • Illinois
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 28, 2016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Lead Arranger”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), POWER SOLUTIONS INTERNATIONAL, INC., a
GUARANTY AND SECURITY AGREEMENTPatent Security Agreement • July 2nd, 2013 • Power Solutions International, Inc. • Engines & turbines • Illinois
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this day of , 20 , by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
CREDIT AGREEMENT by and among TPG SPECIALTY LENDING, INC. as Administrative Agent and Sole Lead Arranger, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, POWER SOLUTIONS INTERNATIONAL, INC. as Parent, and THE OTHER BORROWERS FROM TIME TO TIME...Credit Agreement • June 30th, 2016 • Power Solutions International, Inc. • Engines & turbines • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 28, 2016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), TPG SPECIALTY LENDING, INC., a Delaware corporation (“TSL”), as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”), TSL, as sole lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Sole Lead Arranger”), POWER SOLUTIONS INTERNATIONAL, INC., a Delaware corporation (“Parent”), PROFESSIONAL POWER PRODUCTS, INC., an Illinois corporation (“PPPI”), POWERTRAIN INTEGRATION ACQUISITION, LLC, an Illinois limited liability company (“PIA”), BI-PHASE TECHNOLOGIES, LLC, a Minnesota limited liability company (“BPT”), and the other Persons from time to time party h
POWER SOLUTIONS INTERNATIONAL, INC., AS ISSUER, THE GUARANTORS PARTY HERETO, AND THE BANK OF NEW YORK MELLON, AS TRUSTEE INDENTURE DATED AS OF APRIL 29, 2015Power Solutions International, Inc. • April 29th, 2015 • Engines & turbines • New York
INDENTURE, dated as of April 29, 2015, among Power Solutions International, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined below) party hereto and The Bank of New York Mellon, as trustee (the “Trustee”).
ContractPower Solutions International, Inc. • October 3rd, 2018 • Engines & turbines • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF OR OTHERWISE ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
SECOND AMENDED AND RESTATED SHAREHOLDER’S LOAN AGREEMENT dated as of March 22, 2024 between POWER SOLUTIONS INTERNATIONAL, INC., as Borrower and WEICHAI AMERICA CORP., as LenderShareholder’s Loan Agreement • March 28th, 2024 • Power Solutions International, Inc. • Engines & turbines • New York
This SECOND AMENDED AND RESTATED SHAREHOLDER’S LOAN AGREEMENT dated as of March 22, 2024 (this “Loan Agreement”), between POWER SOLUTIONS INTERNATIONAL, INC., a Delaware corporation, as Borrower (the “Borrower”), and WEICHAI AMERICA CORP., an Illinois corporation, as Lender (the “Lender”), which amends and restates and replaces that certain First Amended and Restated Shareholder’s Loan Agreement dated as of March 24, 2023 between the Borrower and the Lender (the “Existing Shareholder Loan Agreement”). The loans outstanding under the Existing Shareholder Loan Agreement shall be deemed to be drawn under this Loan Agreement.
CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lead Arranger, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Book Runner, THE LENDERS THAT ARE PARTIES HERETO as the...Credit Agreement • July 2nd, 2013 • Power Solutions International, Inc. • Engines & turbines • Illinois
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 28, 2013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Lead Arranger”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), POWER SOLUTIONS INTERNATIONAL, INC., a Delaware corporation (“Paren
VOTING AGREEMENTVoting Agreement • August 1st, 2011 • Power Solutions International, Inc. • Engines & turbines • Nevada
VOTING AGREEMENT, dated as of April 29, 2011 (the “Agreement”), by and between Power Solutions International, Inc., a Nevada corporation (the “Company”), and Kenneth J. Winemaster (the “Shareholder”).
SECOND AMENDED AND RESTATED SHAREHOLDER’S LOAN AGREEMENT dated as of November 29, 2023 between POWER SOLUTIONS INTERNATIONAL, INC., as Borrower and WEICHAI AMERICA CORP., as LenderLoan Agreement • December 6th, 2023 • Power Solutions International, Inc. • Engines & turbines • New York
This SECOND AMENDED AND RESTATED SHAREHOLDER’S LOAN AGREEMENT dated as of November 29, 2023 (this “Loan Agreement”), between POWER SOLUTIONS INTERNATIONAL, INC., a Delaware corporation, as Borrower (the “Borrower”), and WEICHAI AMERICA CORP., an Illinois corporation, as Lender (the “Lender”), which amends, restates and replaces that certain First Amended and Restated Shareholder’s Loan Agreement dated as of November 29, 2022 between the Borrower and the Lender (the “Existing Shareholder Loan Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 9th, 2014 • Power Solutions International, Inc. • Engines & turbines • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of , 201 , by and between Power Solutions International, Inc., a Delaware corporation (the “Company”), and the [name of Executive Officer/ Director] (“Indemnitee(s)”).
SUPPLY AGREEMENT BY AND BETWEEN DOOSAN INFRACORE CO., LTD AND PSI INTERNATIONAL, LLCSupply Agreement • August 12th, 2011 • Power Solutions International, Inc. • Engines & turbines
This Agreement (the “Agreement”) was made and entered into this 11th day of December, 2007 (the “Effective Date”) by and between DOOSAN Infracore Co., Ltd. having its principal place of business at 7-11, Hwasu-dong, Dong-gu, Incheon, Korea (“SUPPLIER”) and PSI INTERNATIONAL, LLC, an Illinois limited liability company (“PSI”), having its principal place of business at 655 Wheat Lane, Wood Dale, Illinois 60191, United States (PSI and its affiliates shall collectively be referred to herein as “BUYER”).
FOURTH AMENDED AND RESTATED UNCOMMITTED REVOLVING CREDIT AGREEMENT dated as of March 22, 2024 among POWER SOLUTIONS INTERNATIONAL, INC., The LOAN PARTIES Party Hereto, The LENDERS Party Hereto, and STANDARD CHARTERED BANK, as Administrative AgentUncommitted Revolving Credit Agreement • March 28th, 2024 • Power Solutions International, Inc. • Engines & turbines • New York
FOURTH AMENDED AND RESTATED UNCOMMITTED REVOLVING CREDIT AGREEMENT dated as of March 22, 2024 (this “Agreement”), among POWER SOLUTIONS INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the LOAN PARTIES party hereto solely for the purposes of Section 1.06 hereof, the LENDERS party hereto from time to time (each a “Lender” and collectively the “Lenders”), and STANDARD CHARTERED BANK, as administrative agent (the “Administrative Agent”). Capitalized terms used in this Agreement have the meaning set forth in Section 1.01 hereof.
SHAREHOLDERS AGREEMENT dated as of March 20, 2017 by and among POWER SOLUTIONS INTERNATIONAL, INC. WEICHAI AMERICA CORP. and Each of the persons listed on Exhibit A heretoShareholders Agreement • March 27th, 2017 • Power Solutions International, Inc. • Engines & turbines • New York
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of 20, 2017 by and among, each of the individuals listed on Schedule A attached hereto (each a “Founder”, and collectively, the “Founders”), Power Solutions International, Inc., a Delaware corporation (the “Company”) and Weichai America Corp., a company organized under the laws of the State of Illinois (the “Investor”).
Strategic Collaboration Agreement between Weichai Power Co, Ltd. and Power Solutions International, Inc.Strategic Collaboration Agreement • March 27th, 2017 • Power Solutions International, Inc. • Engines & turbines
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • December 5th, 2017 • Power Solutions International, Inc. • Engines & turbines • New York
This Securities Exchange Agreement (this “Agreement”) is made and entered into as of the 30th day of November, 2017 by and among Power Solutions International, Inc., a Delaware corporation (the “Company”), and Weichai America Corp., an Illinois corporation (the “Purchaser”).
INDUSTRIAL BUILDING LEASEIndustrial Building Lease • March 16th, 2012 • Power Solutions International, Inc. • Engines & turbines
This Landlord’s Agreement, executed and delivered as of the day of March, 2012, by CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust, with an address at 1808 Swift Drive, Oak Brook, Illinois 60523, attn: Chief Operating Officer (“Landlord”), and BMO Harris Bank N.A., as agent for certain lenders (together with its successors and assigns, the “Agent”),with an address at 111 West Monroe Street, Chicago, Illinois 60603.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 9th, 2011 • Power Solutions International, Inc. • Services-computer programming services • Illinois
This Purchase and Sale Agreement (this “Agreement”) is made and entered into as of this 28th day of April, 2011, by and between Thomas J. Somodi (“Seller”) and Gary S. Winemaster (“Buyer”) and shall be effective on the Closing Date (as defined in the Merger Agreement (as defined below)) (the “Effective Date”).
SHARE PURCHASE AGREEMENT among POWER SOLUTIONS INTERNATIONAL, INC. and WEICHAI AMERICA CORP. Dated as of March 20, 2017Share Purchase Agreement • March 27th, 2017 • Power Solutions International, Inc. • Engines & turbines • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of March 20, 2017, is among Power Solutions International, Inc., a Delaware corporation (the “Company”), and Weichai America Corp., a company organized under the laws of the State of Illinois (the “Purchaser”).
CONFIDENTIAL TREATMENT – REDACTED COPY **CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST UNDER 17 C.F.R. SECTIONS 24b-2, 200.80...Loan and Security Agreement • April 20th, 2012 • Power Solutions International, Inc. • Engines & turbines • Illinois
This AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March 20, 2012, by and among the Lenders identified on the signature pages hereof (such Lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), BMO HARRIS BANK N.A. (formerly known as Harris N.A.), as administrative agent for the Lenders (in such capacity, “Agent”), POWER SOLUTIONS INTERNATIONAL, INC., a Delaware corporation (“Parent”), THE W GROUP, INC., a Delaware corporation (“Holdings”), POWER SOLUTIONS, INC., an Illinois corporation (“Power Solutions”), POWER GREAT LAKES, INC., an Illinois corporation (“Great Lakes”), AUTO MANUFACTURING, INC., an Illinois corporation (“Auto Manufacturing”), TORQUE POWER SOURCE PARTS, INC., an Illinois corporation (“Torque”), POWER PROPERTIES, L.L.C., an Illinois limited liability company (“Properties”), POWER PRODUCTION, INC., an Illinois corpo
EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2024 • Power Solutions International, Inc. • Engines & turbines • Illinois
This Employment Agreement (“Agreement”) between Randall Lehner (“Lehner” or “Employee”) and Power Solutions International, Inc. (“Company”) is effective as of March 4, 2024 which is Employee’s planned start date with the Company (the “Effective Date”).
PURCHASE AGREEMENTPurchase Agreement • August 1st, 2011 • Power Solutions International, Inc. • Engines & turbines • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 29th day of April, 2011 by and among Format, Inc., a Nevada corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
INVESTOR RIGHTS AGREEMENT dated as of March , 2017 between POWER SOLUTIONS INTERNATIONAL, INC., and WEICHAI AMERICA CORP.Investor Rights Agreement • March 27th, 2017 • Power Solutions International, Inc. • Engines & turbines • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March , 2017 between Power Solutions International, Inc., a Delaware corporation (the “Company”), and Weichai America Corp., a company organized under the laws of State of Illinois (the “Investor”).
COMMERCIAL LEASE AGREEMENT AMB PARTNERS II LOCAL, L.P. Landlord AND POWER GREAT LAKES, INC. TenantLease Agreement • August 19th, 2011 • Power Solutions International, Inc. • Engines & turbines
THIS LEASE AGREEMENT (“Lease”), made and entered into by and between, AMB PARTNERS II LOCAL, L.P., a Delaware limited partnership, or its assigns, hereinafter referred to as “Landlord”, and POWER GREAT LAKES, INC., an Illinois corporation, hereinafter referred to as “Tenant” ;
AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 14th, 2011 • Power Solutions International, Inc. • Engines & turbines • Illinois
This Amendment to Purchase and Sale Agreement (this “Amendment”), dated as of October 31, 2011 (the “Amendment Date”), is made by and between Thomas J. Somodi (“Seller”) and Gary S. Winemaster (“Buyer”). Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms under the Sale Agreement (as hereinafter defined).
CONFIDENTIAL RETIREMENT AGREEMENT AND RELEASEConfidential Retirement Agreement and Release • May 2nd, 2022 • Power Solutions International, Inc. • Engines & turbines • Illinois
This Confidential Retirement Agreement and Release (the “Agreement”) is entered into between Kenneth Winemaster (“Winemaster”) and Power Solutions International, Inc. (the “Company”). This Agreement will be effective upon expiration of the revocation period provided in Section 11 of this Agreement (the “Effective Date”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 2nd, 2014 • Power Solutions International, Inc. • Engines & turbines • Wisconsin
THIS STOCK PURCHASE AGREEMENT is made and entered into as of this 1st day of April, 2014, by and among (i) POWER SOLUTIONS INTERNATIONAL, INC., a Delaware corporation (“PSI”), (ii) CARL L. TRENT and KENNETH C. TRENT, in their individual capacities (each, a “Shareholder” and collectively, the “Shareholders”), (iii) CARL L. TRENT, in his capacity as the Seller Representative, and (iv) CKT HOLDINGS, INC., a Wisconsin corporation (the “Seller”). All capitalized terms used herein but not otherwise defined herein shall have the meaning assigned to such terms in Article X below.
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 29th, 2015 • Power Solutions International, Inc. • Engines & turbines
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of April 29, 2015 by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), POWER SOLUTIONS INTERNATIONAL, INC., a Delaware corporation (“Parent”), and PROFESSIONAL POWER PRODUCTS, INC., an Illinois corporation (“PPPI”; Parent and PPPI, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 6th, 2015 • Power Solutions International, Inc. • Engines & turbines • Illinois
This Executive Employment Agreement (“Agreement”) is made by and between Michael P. Lewis (“Executive”) and Power Solutions International, Inc. (“Company”) this second day of October, 2015.
THIRD AMENDMENT, CONSENT AND WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 6th, 2017 • Power Solutions International, Inc. • Engines & turbines
THIS THIRD AMENDMENT, CONSENT AND WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of March 31, 2017 by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), POWER SOLUTIONS INTERNATIONAL, INC., a Delaware corporation (“Parent”), PROFESSIONAL POWER PRODUCTS, INC., an Illinois corporation (“PPPI”), POWERTRAIN INTEGRATION ACQUISITION, LLC, an Illinois limited liability company (“PIA”), BI-PHASE TECHNOLOGIES, LLC, a Minnesota limited liability company (“Bi-Phase”; Parent, PPPI, PIA and Bi-Phase are referred to hereinafter
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • June 29th, 2022 • Power Solutions International, Inc. • Engines & turbines • Illinois
This Separation Agreement and Release (the “Agreement”) is entered into between Lance M. Arnett (“Arnett”) and Power Solutions International, Inc. (the “Company”). Arnett and the Company are collectively referred to herein as the “Parties.” This Agreement will be effective upon expiration of the revocation period provided in Section 11 of this Agreement (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 16th, 2019 • Power Solutions International, Inc. • Engines & turbines • Illinois
This Employment Agreement (“Agreement”) is dated this 15th day of September, 2017 (“Effective Date”) by and between William A. Buzogany (“Buzogany”) and Power Solutions International, Inc. (“Company”).
INDUSTRIAL LEASEIndustrial Lease • August 15th, 2011 • Power Solutions International, Inc. • Engines & turbines • Illinois
ASSET PURCHASE AGREEMENT by and among POWER SOLUTIONS INTERNATIONAL, INC., POWERTRAIN INTEGRATION ACQUISITON, LLC, POWERTRAIN INTEGRATION, LLC, and THE PRINCIPALS OF POWERTRAIN INTEGRATION, LLC dated as of May 4, 2015Asset Purchase Agreement • May 6th, 2015 • Power Solutions International, Inc. • Engines & turbines • Illinois
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 4, 2015, is by and among Powertrain Integration, LLC, an Indiana limited liability company (the “Seller”), Robert A Pachla (“Pachla”), an individual and a principal of RAP Ventures, LLC (a member of the Seller), Michael Schoeffler (“Schoeffler”), and Bradley Richards (“Richards”), each an individual and a principal of Rigginator LLC (a member of the Seller), Scott A Ronan (“Ronan”), an individual and a member of SR Holdings II, LLC (a member of the Seller), Todd G. Carlson, an individual and a principal of SLC Holdings II, LLC (a member of the Seller) (“Carlson” and together with Pachla, Schoeffler, Ronan and Richards, the “Principals” and the Principals, together with the Seller, the “Selling Parties”), Power Solutions International Inc., a Delaware corporation (the “Parent”), and Powertrain Integration Acquisition, LLC, an Illinois limited liability company (the “Buyer”). Certain capitalized terms used but not otherwis
