CONDITIONAL PURCHASE AND SALES AGREEMENT

CONDITIONAL PURCHASE AND SALES AGREEMENT

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Exhibit 10.1

Conditional Purchase and Sales Agreement

CONDITIONAL PURCHASE AND SALES AGREEMENT

This Conditional Purchase and Sales Agreement (the “Agreement”) is entered into by and between Lexmark Internacional, S.A. de C.V., represented herein by Xxxxxxx Xxxxxx Xxxxx, in his capacity as Attorney in Fact (hereinafter referred to as “Seller”), and Aligntech de Mexico, S. de X.X. de C.V., represented herein by Xxxxx X. Xxxxxx, in his capacity as Attorney in Fact (hereinafter referred to as “Buyer”), pursuant to the following recitals and clauses.

Recitals

1. Seller hereby states, through its Attorney in Fact, that:

(a)

It is a corporation duly incorporated and existing pursuant to the laws of the United Mexican States, as evidenced in Public Deed number 2067, Volume 87, from the records of Notary Public number 18 in and for Bravos District, Ciudad Xxxxxx, State of Chihuahua, United Mexican States and recorded with the Public Registry of Property and Commerce under Entry number 1144 in Book First, Tenth in Order, in the Commerce Section in the Public Records of Property of Xxxxxx Xxxxxxxx, Xxxxx xx Xxxxxxxxx, Xxxxxx Xxxxxxx Xxxxxx (henceforth, the “Public Registry”); a copy of which is attached hereto as Exhibit “A”;

Conditional Purchase and Sales Agreement

It is the owner in absolute fee simple manner of: (A) a certain Tract of Land identified as Tract of Land number 3 in Block A of the Salvarcar Industrial Park of the City of Xxxxxx, State of Chihuahua, United Mexican States with a total surface area of 22,114.5852 square meters (approximately 238,039.18 square feet) (the “Tract of Land No 3”) with the following metes and bounds: From point one to point two, bearing SE 39°37’36” with a distance of ninety-eight meters, two hundred one tenths of a millimeter (98.0201 m); from that point two to point three, a radius of fifty-one meters, fifty centimeters (51.50 m), an angle bearing SE 49°01’29”, curve of sixteen meters, eight thousand eight hundred ninety-two tenths of a millimeter (16.8892 m), the prior two metes bound with Circuito Interior; from that point three to point four, a radius of sixteen meters, eighty-one centimeters (16.81 m), an angle bearing NW 87°38’10”, a curve of sixteen meters, four thousand eighty-five tenths of a millimeter (16.4085 m), and a curved line of seventeen meters, one thousand four hundred sixteen tenths of a millimeter (17.1416 m), bounds with the corner of Circuito Interior and Libramiento Aeropuerto; from that point four to point five, a radius of fifty-one meters, fifty centimeters (51.50 m), an angle bearing NE 53°45’10”, a curve of sixteen meters, eight thousand one hundred ninety-two tenths of a millimeter (16.8192 m) and a curved line of sixteen meters, eight thousand nine hundred forty-nine tenths of a millimeter (16.8949 m); from this point five to point six, bearing NE 47°13’02”, with a distance often meters, one hundred twenty-five tenths of a millimeter (10.0125 m); from this point six to point seven, bearing NE 44°21’17”, with a distance of fifty-two meters, seventy-five tenths of a millimeter (52.0075 m); from this point seven to point eight, a radius of sixty-two meters, fifty centimeters (62.50 m), angle bearing NE 47°12’36”, a curve of six meters, two thousand two hundred sixty-seven tenths of a millimeter (6.2267 m) and a curved line of six meters, two thousand two hundred ninety-three tenths of a millimeter (6.2293 m); from this point eight to point nine, bearing NE 50°03’55”, with a distance of twenty-nine meters, one thousand eight hundred ninety-five tenths of a millimeter (29.1895 m); from this point nine to point ten, a radius of fifty-seven meters, fifty centimeters (57.50 m), an angle bearing NE 47°12’36”, curve of five meters, seven thousand two hundred eighty-six tenths of a millimeters (5.7286 m) and a curved line of five meters, seven thousand three hundred nine tenths of a millimeter (5.7309 m); from this point ten to point eleven, bearing NE 44°21’17”, with a distance of forty-two meters, four hundred twenty-three tenths of a millimeter (42.0423 m), the prior metes bound with Libramiento Aeropuerto; from this point eleven to point twelve, bearing NW 45°38’43”, with a distance of one hundred thirty-three meters, two thousand one hundred nineteen tenths of a millimeter (133.2119 m) bounds with tract of land number one; from this point twelve to the starting point one to close the figure, bearing SW 44°21’17”, with a distance of one hundred sixty-three meters, three thousand one hundred ninety-six tenths of a millimeter (163.3196 m), bounds with tract of land number four; of which a blue print is attached as Exhibit B; and (b) a certain Tract of Land identified as Tract of Land number 4 in Block A of the Salvarcar Industrial Park of Ciudad Xxxxxx, State of Chihuahua, United Mexican States with a total surface area of 19,170.4567 square meters (approximately 206,348.88 square feet) (the “ Tract of Land No 4”) with the following metes and bounds: From point one to point two, bearing SE 39°37’36” with a distance of one hundred twenty-two meters, eight thousand seven hundred seventy-three tenths of a millimeter (122.8773 m), bounds with Circuito Interior; from point two to point three, bearing NE 44°21’17” with a distance of one hundred sixty-three meters, three thousand one hundred ninety-six tenths of a millimeter (163.3196 m), bounds with Tract of Land number 3; from point three to point four, bearing NW 45°38’43” with a distance of one hundred twenty-two meters, twenty centimeters (122.20 m), bounds with tract of land number two; from point four to point one to close the figure, bearing SW 44°21’17” with a distance of one hundred fifty meters, four thousand three hundred fifty-eight tenths of a millimeter (150.4358 m), bounds with tract of land number six; of which a blue print is attached as Exhibit “C”; and (c) an industrial building constructed thereon with a total surface area of approximately 13,599.42 square meters (approximately 146,383 square feet) (the “Building”), more particularly described in Exhibit “D” attached and by this reference made a part hereof located at Blvd. Independencia number 1951, at Parque Industrial Salvarcar, in Ciudad Xxxxxx, State of Chihuahua, United Mexican States. The tracks of Land, the Building and all other appurtenance thereto, together with all and singular rights, title, interests, benefits, privileges, easements, tenements and appurtenances thereunto, belonging or appertaining thereto; and rights, easements and other interests, if any, in and to adjacent streets, alleys and rights-of-way, development rights or other property abutting such real properties, water and sewer taps, riparian, sanitary or storm sewer capacity or reservations and rights under utility agreements with any entities or agencies with respect to the providing of utility services to such real properties, all the buildings and other improvements, if any (including infrastructure and utilities) erected on the Land, including the Building with all rights, title and interest (including warranties, guaranties, bonds) in those fixtures, machinery, equipment, furnitures and cubicles and other Building Inventory referenced in Exhibit H, clean rooms and articles of personal property and permanent improvements in the nature of personal property attached, located in, or appurtenant to the Land and improvements, including, but not limited to, the property described on Exhibit H (collectively, the “Personal Property”). All of the property, rights, and interests described in this paragraph are hereinafter being referred to collectively as the “Property”.

(b)

It acquired the Property through Public Deed number 5,838, dated June 25, 1999, from the records of Notary Public number 18 in and for Ciudad Xxxxxx, State of Chihuahua, United Mexican States, recorded with the Public Registry with respect to Track of Land No. 3 under Entry number 59, Page 61, Book 2722, in the First Section of the Public Registry of Property of Bravos District, in Ciudad Xxxxxx, State of Chihuahua, dated 30 September, 1999, and with respect to Track of Land No. 4 under Entry number 60, Page 62, Book 2722, in the First Section of the Public Registry of Property of Bravos District, in Ciudad Xxxxxx, State of Chihuahua, dated 30 September, 1999.

Conditional Purchase and Sales Agreement

(c)

It has the legal capacity required to execute this Agreement as provided in its by-laws and has obtained the necessary approvals from its appropriate corporate bodies to enter into this Agreement and be bound by the terms and conditions hereof and its Attorney in Fact has full authority and power to execute this Agreement on its behalf which authority has not been limited, suspended nor revoked in any manner whatsoever as evidenced through Public Deed number 45,033, Volume 1841, from the records of Notary Public number 28 in and for Bravos District, Ciudad Xxxxxx, State of Chihuahua, United Mexican States;

(d)

Up to this date the Property is free of liens, encumbrances, encroachments or limitations of domain, expropriation, easements, leases and rights or options of use, occupancy or purchase (collectively, the “Liens”) as indicated in the certificate of lack of liens issued by the Public Registry same which is attached as Exhibits “E” and “F”;

(e)	As of the date hereof, there is no pending or to Seller’s knowledge threatened litigation or condemnation or similar proceeding affecting any part of the Property;

(f)	As of the date hereof, it is not prohibited from consummating the transactions contemplated by this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment;

(g)

As of the date hereof and to Seller’s knowledge, the Property is in compliance with all applicable laws, except for such failures to comply, if any, which have been remedied, and that it has not entered into any commitments or agreements with any governmental authorities or agencies affecting the Property that are not a matter of public record at the Public Registry;

(h)	The Property is suitable to be used for industrial purposes, as evidenced in the Zoning Certificate (Xxxxxxxxxx de Zonificación) issued by the Urban Development Office, copy of which is attached as Exhibit “G”; and

(i)

It desires to enter into this Agreement with Buyer to eventually transfer perfect absolute fee simple title of the Property to Buyer (or its designee) on the Closing Date free and clear of all Liens, as defined above, through a public deed (or other applicable document required by law) (the “Deed Transferring Title”), pursuant to the terms contained herein, in order to transfer, subject to the applicable terms of this Agreement and the Deed Transferring Title to the Buyer or its designee, the domain, title and ownership of the Property, and all its associated rights and interests, if any under the terms and conditions provided in Exhibit “I”.

2. Buyer hereby states, through its Attorney in Fact, that:

(a)

It is a corporation duly incorporated and existing pursuant to the laws of the United Mexican States, as evidenced in Public Deed number 7,136, Volume 336, from the records of Notary Public number 14 in and for Xxxxxx Xxxxxx, Xxxxx xx Xxxxxxxxx, Xxxxxx Xxxxxxx Xxxxxx dated November 3, 2008 and recorded with the Public Registry under Electronic Entry number 24400*3, on November 19, 2008.

Conditional Purchase and Sales Agreement

(b)

Its Attorney in Fact has full authority and power to execute this Agreement on its behalf, which authority has not been limited, suspended nor revoked in any manner whatsoever as evidenced through Public Deed number 7,136, Volume 336 from the records of Notary Public number 14 in and for Bravos District, Ciudad Xxxxxx, State of Chihuahua, United Mexican States dated November 3, 2008;

(c)	It desires to enter into this Agreement for purposes of acquiring full, perfect and irrevocable ownership title and domain over the Property pursuant to the terms and conditions of this Agreement and of that certain Deed Transferring Title as provided herein and therein; and

(d)	Pursuant to the terms and conditions of this Agreement. It desires to be able to designate any corporation, company or entity to acquire the Property.

3. Both Parties state, through their Attorneys in Fact, that:

(a)	In the execution of this Agreement there has been no known error, bad faith, violence nor duress between them; and

(b)	They mutually acknowledge the authority with which each of their Attorneys in Fact appear to the execution hereof.

Having stated the foregoing, the parties hereto agree on the following:

Clauses

First. Purpose. Seller hereby promises, agrees and accepts to transfer in fee simple title over the Property, subject to the full and complete payment of the Purchase Price (as such term is defined below) and subject to the terms and conditions of this Agreement, to Buyer or its designee on or before the Closing Date, through the execution of the Deed Transferring Title (as such term is defined above) in absolute fee simple title over the Property in the terms of this Agreement. Seller is obligated to sell and Buyer is obligated to purchase the Property provided that the Conditions Precedent herein below set forth have been duly and timely met or waived by Buyer as of Closing Date. All construction warranties are to be transferred to Buyer also at Closing.

Seller and Buyer hereby agree that this Agreement is enforceable to the parties as of the date of signature hereof (henceforth, the “Effective Date”).

The Property is and shall be transferred free of Liens of any nature whatsoever, subject only to real estate taxes not yet due and payable and other matters of record in the Public Records of Property in and for Xxxxxx Xxxxxx, Xxxxx xx Xxxxxxxxx, Xxxxxx Xxxxxxx Xxxxxx.

The title transfer over the Property shall comply with any and all formalities provided by applicable law in order to perfect such a transfer in fee simple for all legal purposes whatsoever. Title transfer over the Property shall be performed through the Deed Transferring Title with a Notary Public selected by the Buyer in the terms hereinafter set forth.

Conditional Purchase and Sales Agreement

Notwithstanding anything to the contrary in this Agreement, Buyer may terminate this Agreement for any reason, or no reason, whatsoever by giving written notice of termination to Seller on or before the last day of the Due Diligence Period (as defined below) and obtain the reimbursement of any Security Deposit; provided however that US$25,000 of the Security Deposit shall in such event be paid to Seller as the sole and entire cost to Buyer for such termination. If the Buyer does not give such termination notice to Seller on or before the last day of the Due Diligence Period, this Agreement shall continue in full force and effect, and Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this paragraph, in which event and considering that Buyer does not proceed with the acquisition of the Property within the agreed period (provided all Conditions Precedent have been met), Seller will have the right to receive the full Security Deposit as the sole contractual penalty.

Second. Conditions Precedent. The parties hereto agree that the obligation of Buyer to purchase the Property is subject to the fulfillment of Seller of the following conditions precedent or specifically defined as “Conditions Precedent” in this Agreement:

(a)

That the Property be free of Liens as of Closing and that Seller delivers to Buyer an updated certificate of lack of liens.

(b)

That the Property is within the zone classified as industrial under the current urban development plan. That Seller secures from the competent authorities and delivers to Buyer an Industrial Zoning Certificate (Xxxxxxxxxx de Zonificación) issued by the corresponding Municipal authority.

(c)

That Seller delivers to Buyer copy of the Site Abandonment Inspection Minutes conducted by inspectors of PROFEPA (Procuraduría Federal de Protectión al Ambiente) stating that all environmental issues are complete and correct.

(d)

Delivery by seller of title to the Property on the Closing Date free and clear from (i) any Lien of any nature whatsoever, as provided under Mexican Law; and (ii) any tenancy, possession or occupation.

(e)

Performance by Seller in all material respects of the material obligations and covenants hereby agreed to.

(f)

That Seller hereby also agrees to deliver to Buyer the following documentation:

(i)

The latest Property Tax payment receipt, and Certificates of Non-Indebtedness issued by the local Municipal Cadastral Department; and

(ii)

Last payment receipts, copies of the contracts and the deposits for utility services (i.e. water, sewer, electricity, gas), issued by the corresponding offices;

Conditional Purchase and Sales Agreement

(g)

That the documents and information described under Clause Fourth below are duly delivered by Seller to Buyer.

(h)

That the representations of each of the parties contained herein shall be true and correct as of the date of this Agreement and the Closing Date.

(i)

That there be no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, pending against the Property that would materially and adversely affect the operation or value of the Property.

(j)

That the property tax corresponding to the Property be current.

(k)

The Property shall be in the same condition as is in the date of this Agreement subject only to ordinary wear and tear and in good housekeeping condition by the Closing Date and will include the “clean rooms” and the equipment, furniture, fixtures and equipment described in Exhibit “H” existing to date in same and be free of garbage and all of the same will be in good working condition.

(l)

That Buyer obtains access to the Water Tower that feeds water to the fire protection sprinkler system of the Property and secures such service to the Property in terms to be reasonably acceptable to the Buyer for a minimum term of 180 days after the Closing Date and Seller shall assign to Buyer all rights under the agreements providing such service.

If a stated Condition Precedent is not satisfied, Buyer shall have the right to waive that Condition Precedent and proceed to Closing, or to terminate this Agreement in which event the Security Deposit, as defined below shall be reimbursed to Buyer.

Third. Price and form of payment. The price agreed between the parties for the purchase of the Property is US$3,200,000 (Three Million Two Hundred Thousand 00/100 dollars, legal currency of the United State of America) (henceforth, the “Purchase Price”), of which US$640,000 corresponds to the Land and US$2,560,000 corresponds to the Building, therefore; the transfer of the Building shall cause Value Added Tax (VAT) in the amount of US$409,600, approximately.

Seller shall pay the Income Tax derived from the transfer of the Property and Buyer shall pay all other taxes and expenses derived there from, including but not limited to Real Estate Transfer Tax, Value Added Tax, notary fees, appraisal and recording charges, and the escrow fee of the Escrow Agent, as defined below.

At the execution of this Agreement, Buyer shall deposit via wire transfer in an account of First American Fund Control Inc. (“Escrow Agent”) 000 Xxxxxxxx, Xxxxxx, XX 00000, a security deposit in the amount of US$160,000.00 (One Hundred and Sixty Thousand 00/100 dollars, legal currency of the United States of America) (the “Security Deposit”), which shall be held in escrow pursuant to this Agreement and shall only be disbursed in accordance to this Agreement.

Payment of the Purchase Price shall be made via wire transfer at Closing upon the execution of the Deed Transferring Title and fee simple title over the Property has been duly transferred to Buyer, in which event the Security Deposit shall be paid by Seller as part of the Purchase Price.

Conditional Purchase and Sales Agreement

If the sale of the Property is performed in accordance with the terms and conditions of this Agreement, the Security Deposit shall be applied to the Purchase Price to be paid by Buyer at Closing. Without limiting and notwithstanding any of Buyer’s other rights or remedies under this Agreement, in the event that the Agreement is terminated and the acquisition herein contemplated is not consummated because the Conditions Precedent are not met or otherwise as provided herein, the Security Deposit shall be returned to Buyer as provided by the terms of this Agreement. If all Conditions Precedent are met and Buyer does not proceed with the acquisition of the Property, Seller shall have the right to receive the Security Deposit as Seller’s sole remedy.

Payment of the Purchase Price, including the Security Deposit shall be made by Buyer and Escrow Agent through wire transfer.

Conveyance of title of the Property shall be effective together with all adhesions appurtenant thereto either by law or in fact, with the location, area, metes and bounds provided in Recital 1, paragraph (a) above, which description is considered and deemed as literally inserted in this clause for all legal purposes.

Fourth. Due Diligence Period. Buyer will have a due diligence period (the “Due Diligence Period”), that will allow Buyer to determine the feasibility of Buyer’s purchase of the Property, which shall equal sixty (60) calendar days commencing on the Effective Date, within which all Conditions Precedent shall be duly and timely met, unless otherwise agreed by the parties herein. Buyer will have the right to verify that title, deed of record, survey, environmental conditions, structure and feasibility are in compliance with all applicable laws and regulations and that the Property is otherwise suitable for Buyer’s purchase and use. The following information shall be provided by Seller to Buyer within five (5) business days as of the date hereof, unless otherwise mutually agreed by the parties in writing (which includes e-mail communications) or unless otherwise provided in this Agreement:

(a)

a copy of the 2011 property tax payment receipts regarding the Property;

(b)

a survey of the Property, indicating the area, metes and bounds, and a point of reference to verify the precise dimension of the Property, if available;

(c)

a copy of Seller’s title to the Property;

(d)

a copy of the Abandonment (Abandano de Sitio) Inspection Minutes. Seller shall also provide to Buyer when issued and delivered by the respective authority, the resolution from the Ministry of Environment (Acuerdo de Archivo) regarding the environmental condition of the Property; and

(e)

copies and/or originals of any and all documents, blueprints, authorizations, permits and licenses, including but not limited to all construction, subdivision and environmental permits issued by federal, state or local authorities described on Exhibit “J”, and copies of such further documents and materials as are reasonably requested by Buyer and are in Seller’s possession or reasonably available to Seller.

Conditional Purchase and Sales Agreement

Current insurance policies over the Property will be maintained through the term of this Agreement for not less than USD$3,500,00 (three million five hundred thousand dollars, legal currency of the United States of America) and be provided to Buyer within five business days. All property insurance shall be in “all-risk” form.

If the above mentioned documents and/or information are not duly and timely provided by Seller to Buyer the Due Diligence Period may be extended for each additional day required by Seller, prior written consent given by Buyer, in order to furnish the applicable items referred to in this Clause Fourth, except for those items that, as agreed by the parties, are not material to Buyer’s due diligence or strictly necessary to be reviewed by Buyer before that term.

Buyer shall provide Seller within five (5) days after the expiration of the Due Diligence Period and provided no Termination Notice has been given by Buyer to Seller pursuant to the terms under this Agreement, with a copy of the proposed Deed Transferring Title, which shall incorporate the terms and conditions of this Agreement, among the other provisions normally contained in deed instruments and reasonably satisfactory to Buyer and Seller substantially in the form set forth in Exhibit “I”.

Fifth. Access to the Property. Buyer and Buyer’s employees, agents and contractors shall have the right to enter upon and fully inspect the Property, including but not limited to performing surveys and environmental studies, all of which shall be at Buyer’s sole cost and expense. Seller shall give Buyer access to the Property during normal business hours. All information obtained as a result of such investigations shall be maintained by Buyer on a confidential basis and shall not be disclosed to any third party (other than Buyer’s attorneys, accountants and lender) without the prior written consent of Seller. Tests may include soil borings and concrete samples, to the extent that no damage is caused to the Property. Upon completion of any such inspection or test, Buyer shall use its due and diligent efforts to restore the Property to its condition prior to such inspection or test. Buyer shall indemnify, hold harmless and defend Seller from any physical damage or bodily injury arising out of or resulting from Buyer’s actions under this clause.

In the course of its investigations regarding the Property, Buyer may perform inquiries to third parties including, without limitation, lenders, contractors, and municipal, local, and other government officials and representatives. Buyer shall keep as confidential all information obtained or secured from those third parties.

Sixth. Liens or encumbrances. Seller represents that at the execution hereof, the Property is not subject to any Liens or encumbrances, and that from the date of execution of this Agreement until the date of execution of the Deed Transferring Title (said date included) the Property will not be subject to any Liens or encumbrances, in the terms hereof and of the Deed Transferring Title.

Seventh. Environmental liability. Seller agrees to indemnify, and hold Buyer, its successors, and assignees, harmless against claims, demands, administrative proceedings, fines, losses and damages, paid or incurred by Buyer, its successors or assignees, as a result of claims brought by third parties alleging any violations by Seller or its agents or contractors of Environmental Laws or the presence of any Hazardous Materials originating at the Property or at the adjoining property during the periods of Seller’s ownership thereof (collectively, the “Indemnified Losses”).

Conditional Purchase and Sales Agreement

Seller hereby represents and warrants to Buyer that the Property is and shall be as of the Closing Date free of any type and kind of Hazardous Material as defined below, on, under or above the Property, affecting the surface and subsurface soil and ground-water in violation of Environmental Laws as defined below.

Seller shall be responsible for the remediation of any Hazardous Materials originating at the Property or at the adjoining property during the periods of Seller’s ownership thereof, which may be present prior to the Closing Date in violation of Environmental Laws as defined below.

“Hazardous Materials” for the purposes of this Agreement, shall be defined as any hazardous, toxic, or chemical substance, wastes or other regulated materials by the applicable Environmental Laws (as such concept is defined below) including but not limited to electrical equipment and equipment of any kind containing polychlorated biphenyls (“PCBs”), oils, lubricants and other type of oils or hydrocarbon, asbestos products, underground tanks, chemicals and other substances which are known to be hazardous to person, property or the natural resources as well as any other material or substance which composition or physical or chemical state may be corrosive, reactive, toxic, explosive, flammable or biologically infectious; as well as explosives, guns or any other type of movables and substances regulated by the Ministry of Defense (SEDENA).

“Environmental Laws” for the purpose of this Agreement shall be defined as any law, regulation, rule or order regarding environment, safety and health, which is currently in effect by any governmental authority authorized in Mexico, of either federal, state or local level including but not limited to, the Law of Ecological Equilibrium and Protection of the Environment, General Law for the Prevention and Integral Management Waste its Regulations and any applicable Mexican Official Standards (NOMs).

Eighth. Other negotiations. Upon the execution hereof, Seller represents and warrants that it shall not enter into any leases or any other kind of agreements granting the use or enjoyment to the Property or transferring title to the Property, without Buyer’s prior written consent. Seller will not actively market or advertise the Property for sale unless and after this Agreement is terminated as contemplated herein. Additionally, Seller shall not, without the prior written approval of Buyer:

(a)

make any alterations or additions to the Property except as required for maintenance and repair, or required by this Agreement;

(b)

change or attempt to change, directly or indirectly, the current industrial zoning of the Property; or

(c)

cancel, amend or modify any license or permit held by Seller with respect to the Property or any part thereof which would be binding upon Buyer after the Closing.

Conditional Purchase and Sales Agreement

(d)

from the date of this agreement through the Closing date, Seller shall maintain the property in its current condition, shall comply with all laws in connection with the Property.

Ninth. Eviction and hidden title defects. Upon execution of the Transferring Title Deed, Seller shall guarantee absolute fee simple title over the Property in the event of eviction pursuant to Article 2003 of the Civil Code for the State of Chihuahua.

The sale of the Property shall be conducted “AS IS,” “WHERE IS,” “WITH ALL FAULTS” and in its current condition. Except for Seller’s warranty of title to the Property and any other express warranty or unless otherwise stated herein, Seller makes no other representations or warranties with respect to, and shall have no liability for: (1) the condition of the Property or any building, structure, or improvements thereon or the suitability, habitability, merchantability or fitness of the Property for Buyer’s intended use or for any use whatsoever; (2) compliance with any building, zoning or fire laws or regulations or with respect to the existence of or compliance with any required permits, if any, of any governmental agency; (3) the availability or adequacy of any water, sewer, or utility rights and (4) the accuracy of any plans and specifications, reports, or other materials provided to Buyer that were not prepared by Seller (provided, however, that Seller has disclosed in writing to Buyer any inaccuracies in such documents and materials that are known to Seller).

Buyer hereby waives any and all claims which Buyer has or may have against Seller with respect to the condition of the Property, except for breach by Seller of the representations, warranties or covenants under this Agreement or the negligence or willful misconduct of Seller or its agents.

Notwithstanding anything to the contrary herein, subsequent to the Closing, (i) the Purchase Price shall be the cap on Seller’s liability for breaching its representations and warranties under this Agreement and the same shall survive the Closing for a period of one (1) year; and (ii) Seller’s liability for breaching its indemnities under this Agreement shall not exceed the Purchase Price, and the same shall survive the Closing for a period of three (3) years.

Tenth. Representations. As a material inducement to Buyer to execute this Agreement and consummate this transaction, Seller, in addition to the recitals of this Agreement and other representations herein set forth, represents to Buyer that:

(a)

Seller has the full right and authority and has obtained any and all consents required to enter into this Agreement. This Agreement has been, and the documents to be executed by Seller pursuant to this Agreement shall be, authorized and properly executed and do and shall constitute the valid and binding obligations of Seller in accordance with their terms;

(b)

There is no agreement to which Seller is a party or, to Seller’s knowledge, binding on Seller, which is in conflict with this Agreement. To the best of Seller’s knowledge, there is no action or proceeding pending against or relating to the Property, which challenges or impairs Seller’s ability to execute or perform its obligations under this Agreement;

Conditional Purchase and Sales Agreement

(c)

To the best of Seller’s knowledge, the Property and the use thereof does not violate any governmental law or regulation;

(d)

Seller has not entered into, and has no knowledge of, any agreement with or application to any governmental authority not mentioned herein with respect to any zoning modification, variance, exception, platting or other matter. Seller nor the Property are in violation or non-compliance with any restriction or covenant affecting the Property;

(e)

no legal proceedings, actions, condemnation, eminent domain or similar proceedings are pending with regard to the Property;

(f)

Seller has not received any notice and has no knowledge of any pending liens, special assessments, condemnations, impositions or increases in assessed valuations to be made against the Property by any governmental authority;

(g)

Any obligation, debt, tax or charge arisen out of the Property before the Closing, even if notified after the Closing, shall be the sole responsibility of Seller;

(h)

There are no contracts or agreements regarding any of the Property other than those that Seller has disclosed to Buyer and that Seller will deliver to Buyer hereunder;

(i)

The Seller has no knowledge of any condition or fact which could have a material adverse effect on the Property or its value and

(j)

To Seller’s best knowledge, there are no material defects in the Property, the roof is in good condition, and the Personal Property and the operating systems serving the Property are in good working order.

As a material inducement to Seller to execute this Agreement and consummate this transaction, Buyer, in addition to the recitals of this Agreement and other representations herein set forth, represents to Seller that Buyer has the full right and authority and has obtained any and all consents required to enter into this Agreement. This Agreement has been, and the documents to be executed by Buyer pursuant to this Agreement shall be, authorized and properly executed and do and shall constitute the valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms.

All representations of the parties contained in this Agreement shall survive the Closing hereunder and continue in full force and effect through and until the Deed Transferring Title has been duly recorded with the Public Registry. All covenants contained herein shall survive the Closing and continue in full force and effect for 1 (one) year after Closing.

Eleventh. Closing. The Closing shall take place within 15 (fifteen) days after the expiration of the Due Diligence Period (as defined in Clause Second hereof). The parties hereof hereby agree that the Deed Transferring Title shall be executed by both parties on such date (henceforth indistinctively “Closing” or “Closing Date”).

Closing of the transaction as contemplated by this Agreement shall be the execution of the Deed Transferring Title, substantially in the form of Exhibit “I”, and shall take place on or before the Closing Date. Closing may take place at such earlier time after the execution of this Agreement as Buyer may designate, but with no less than five (5) calendar days’ prior written notice to Seller.

Conditional Purchase and Sales Agreement

If Buyer determines prior to the Closing that the Property is subject to any Lien or defect of title (“Defect”), Buyer may give notice of such Defect to Seller, and Seller shall promptly cure such Defect in a manner reasonably acceptable to Buyer and at Seller’s sole cost prior to the Closing Date. If Seller fails so to cure such Defect, Buyer shall have the right either (i) to terminate this Agreement, in which event the Security Deposit shall immediately be refunded to Buyer, and Buyer shall have all other rights available to Buyer upon a default by Seller, or (ii) to proceed to Closing, in which event Seller shall indemnify Buyer against all losses, costs, claims, liabilities and damages arising from such Defect (including, but not limited to, all reasonable costs incurred by Buyer to cure such Defect).

In the event that there are no Defects found on the Property or the remediation thereof is waived by Buyer, the parties shall execute the Deed Transferring Title no later than on the Closing Date. Seller acknowledges that Buyer may elect to obtain a title insurance policy on the Property and Seller shall cooperate reasonably with Buyer and Buyer’s title company to facilitate the issuance of such policy, including Seller’s execution of a customary form of seller’s affidavit.

The parties agree to execute the Deed Transferring Title and perform all acts necessary to complete the transaction agreed upon herein, no later than the Closing Date.

The Closing Date shall be mandatory for the parties hereunder, and may only be extended by the parties through a written agreement therefore.

Seller hereby agrees that, if in the absence of Buyer’s express written consent therefor, Seller fails to execute the Deed Transferring Title and/or meet its other obligations hereunder in accordance with the terms set forth herein, Buyer shall then be entitled to (i) at its sole discretion, extend the Closing Date; or (ii) rescind this Agreement or demand specific performance of the Seller’s obligations hereunder; and (iii) assert any other right to which the Buyer may be entitled to under this Agreement or the laws applicable hereto. Seller shall indemnify, defend and hold harmless Buyer and Buyer’s affiliates, designees, agents and representatives from and against any and all loss, damage, claim, cost and expense and any other liability whatsoever incurred by Buyer by reason of any breach or default under this Agreement by Seller. If, in the absence of Seller’s express written consent therefor, Buyer fails to execute the Deed Transferring Title in accordance with the terms set forth herein Seller shall be entitled to receive the Security Deposit as Seller’s sole remedy for Buyer’s breach or default under this Agreement.

Closing shall take place on the Closing Date on the location mutually agreeable to both Buyer and Seller.

Upon execution of Deed Transferring Title by Seller, Buyer shall pay Seller the remaining Purchase Price of the Property subject to the terms and conditions set forth in this Agreement, through wire transfer. After said payment, Buyer will sign the Deed Transferring Title.

Conditional Purchase and Sales Agreement

Upon Closing, Seller shall deliver legal and physical possession of the Property to Buyer. The Notary Public fees for the preparation of the Deed Transferring Title Public Instrument at Closing, fees for the recording of such instrument with the Public Registry of Property and Commerce in Ciudad Xxxxxx, State of Chihuahua, as well as the fees for the preparation of the commercial appraisal required for the Closing, will be paid by Buyer. At this juncture Seller shall also deliver to the Buyer the Xxxx of Sale of the Personnel Property that is described in Exhibit “H”.

Twelfth. Commissions and Fees. Notwithstanding any other agreement between the parties provided under this instrument, each party will be responsible for its own expenses, and those of its agents, auditors, attorneys and consultants incurred in connection with this Agreement, except for brokerage fees which the parties hereby agree that same shall be paid by Seller. Seller will pay 3% of the purchase price to Viva Real Estate Group, LLC in El Paso, Texas who is the broker designated in writing by the Buyer as their broker and 3% to Best/White de Mexico, S. de X.X. de C.V. Both Parties agree to indemnify and hold each other harmless from and against any claims by any broker, agent or other person claiming a commission or other form of compensation by virtue of this transaction. Buyer and Seller acknowledge and agree that there is no other broker, finder or intermediary with whom they have dealt in connection with this transaction.

Thirteenth. Notices. All notices required or permitted hereunder shall be in writing and shall be served on the parties at the addresses set forth herein below. Any such notices shall be either (a) sent by overnight delivery using a internationally recognized overnight courier, in which case notice shall be deemed delivered one business day after deposit with such courier, or (b) sent by telefax, in which case notice shall be deemed delivered upon confirmation of its transmission is received, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. A party’s address may be changed by written notice to the other party; provided, however, that no notice of a change of address shall be effective until actual receipt of such notice.


Seller:		Lexmark Internacional, S.A. de C.V.
		000 Xxxx Xxx Xxxxxx Xxxx Xxxxxxxxx, XX 00000 Xxxxxx Xxxxxx of America

		Tel.: (000) 000-0000 Attention: Xxxxxxx X. Xxxxx

With copy to (without constituting notification to Seller):

		LexCorp Xxxxxx, X.X.
		Xxxxx Xxx Xxxxxxxx # 0000-0
		Xxx. Xxxxx Xxxxxxx Xx Xxxx
		Xxxxx. Xxx Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxx, 00000 Tel 00(000) 000-0000 fax 00(000) 000-0000 Attention: Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx

Conditional Purchase and Sales Agreement



Buyer:		Aligntech de Mexico, S. de X.X. de C.V.
		C/o Align Technology, Inc. 0000 Xxxxxxx Xxxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx X. Xxxxxx, Esq.

With copy to (without constituting notification to Buyer):

		Xxxxx, Xxxxxxxx Xxxxxx & Xxxxxxxx Xxx, S.C.
		Ejercito Nacional 6515
		Col. El Marques
		00000 Xxxxxx Xxxxxx, Xxxxxxxxx
		Xxxxxx Xxxxxxx Xxxxxx
		Attention: Xx. Xxxxxxxxx Xxxxxxxx-Baz

Fourteenth. Miscellaneous. Buyer may assign this Agreement to any of its subsidiaries, affiliates, holdings or any other company that is a part of its corporate group, with prior written notice to Seller.

The Clauses and paragraph headings of this Agreement are for convenience only and in no way limit or enlarge the scope or meaning, construction or interpretation of the language hereof.

If any portion of this Agreement is held invalid or inoperative by a competent court, then so far as is reasonable and possible the remainder of this Agreement shall be deemed valid and operative, and effect shall be given to the intent manifested by the portion held invalid or inoperative. The failure by either party to enforce against the other any term or provision of this Agreement shall be deemed not to be a waiver of such party’s right to enforce against the other party the same or any other such term or provision.

This Agreement embodies the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings relating to the Property. This Agreement may be amended or supplemented only by an instrument in writing executed by both parties. Time is of the essence. The Seller shall not solicit, entertain nor grant any offer on the Property during the term of this Agreement.

The parties shall make no public announcement or disclosure of this Agreement or any terms herein, However, both parties may comply with any disclosure requirements pursuant to United States Federal and/or State Securities laws to which they and/or their parent companies are committed to comply with.

Should either party employ attorneys to enforce any of the provisions hereof, the party losing in any final judgment agrees to pay the prevailing party all reasonable costs, charges and expenses, including reasonable attorneys’ fees, expended or incurred in connection therewith.

Unless otherwise specified, in computing any period of time described herein, the day of the act or event on which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is a Saturday, Sunday or legal holiday under Mexican labor law, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday, or legal holiday. The last day of any period of time described herein shall be deemed to end at 6 p.m. Mountain Standard Time.

Conditional Purchase and Sales Agreement

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one and the same Agreement.

The parties hereto agree that this Agreement and all of its terms and conditions shall be binding and enforceable against their respective successors or assigns.

The documents attached to this Agreement form an integral part hereof and are executed by the parties as evidence of same.

In the event any controversy arises derived from this Agreement, the parties expressly submit themselves to the laws applicable in the United Mexican States, specifically to the laws of the State of Chihuahua. Likewise, they submit themselves to the jurisdiction of the competent courts of Ciudad Xxxxxx, State of Chihuahua, expressly waiving any other venue that they have or may have by virtue of the present or future domiciles or by any other reason whatsoever.

This Agreement is executed in English and Spanish versions, both of which are one and the same Agreement, nevertheless, the parties agree that in the event of discrepancy between the English and Spanish version: (i) for all purposes other than the use hereof in a Mexican Court, the English version shall prevail; and (ii) for the use hereof in a Mexican Court, the Spanish version shall prevail; however, if there is any dispute regarding the meaning of any provision of this Agreement, then the English version of such provision shall govern.

Having read the foregoing Agreement, the parties hereto signed same in the city of El Paso, State of Texas, this 4th day of August, 2011 before the attesting witnesses.


Seller		Buyer
Lexmark Internacional, S.A. de C.V.		Aligntech de Mexico, S. de X.X. de C.V.

	/s/ Xxxxxxx Xxxxxx Xxxxx		/s/ Xxxxx X. Xxxxxx
	By: Xxxxxxx Xxxxxx Xxxxx Title: Attorney-in-fact		By: Xxxxx X. Xxxxxx Title: Attorney-in-fact

	Witness		Witness

	/s/ Xxxxxxx Xxxxx Xxxxxxxx		/s/ Xxxxxxxxx Xxxxxxxx Baz
	Name: Xxxxxxx Xxxxx Xxxxxxxx		Name: Xxxxxxxxx Xxxxxxxx Baz

Conditional Purchase and Sales Agreement

LIST OF EXHIBITS

Exhibit “A” Incorporation of Lexmark

Exhibit “B” Blueprint of Tract of Land No. 3

Exhibit “C” Blueprint of Tract of Land No. 4

Exhibits “D” Blueprint of Building

Exhibit “E” Certificate of Lack of Liens of Tract of Land No. 3

Exhibit “F” Certificate of Lack of Liens of Tract of Land No, 4

Exhibit “G” Zoning Certificate

Exhibit “H” Building Inventory

Exhibit “I” Deed Transferring Title

Exhibit “J” Seller’s Due Diligence Documentation

Exhibit F


		DIRECCION DEL REGISTRO PUBLICO DE LA PROPIEDAD Y DEL NOTARIADO		950224
				HOJA 1 DE 1

CERTIFICADO DE LIBERTAD DE GRAVAMEN

EL C. ENCARGADO DE LA OFICINA DEL REGISTRO PUBLICO DE LA PROPIEDAD PARA EL DISTRITO JUDICIAL BRAVOS ESTADO DE CHIHUAHUA.

CERTIFICA:

TIPO DE INMUEBLE: TERRENO XXXXXX

XXXX 4 MANZANA A

DENOMINACION: PARQUE INDUSTRIAL SALVARCAR

MUNICIPIO: XXXXXX

SUPERFICIE: 19,170.4567 METROS CUADRADOS

MEDIDAS Y COLINDANCIAS:

1 AL 2 122.8770 METROS CON CIRCUITO INTERIOR

2 AL 3 163.3190 METROS CON LOTE 3

3 AL 4 122.2000 METROS CON LOTE 2

4 AL 1 150.4350 METROS CON LOTE 6

CLAVE CATASTRAL: 000-00-00

USOS Y DESTINO:

I1 INDUSTRIAL MAQUILADORA

DERECHOS QUE AMPARA: 100.00% DE PROPIEDAD

REGISTRADO (A) CON FECHA 30 DE SEPTIEMBRE DE 1999 A NOMBRE DE:

LEXMARK INTERNACIONAL SOCIEDAD ANONIMA DE CAPITAL VARIABLE,, .

BAJO LOS SIGUIENTES DATOS: INSCRIPCION 60 FOLIO 62 LIBRO 2722 DE SECCION PRIMERA.

NO REPORTA INSCRIPCION O ANOTACION ALGUNA QUE IMPONGA GRAVAMENES SOBRE EL BIEN INMUEBLE DETALLADO EN LA PARTE SUPERIOR.

-----FIN DEL CERTIFICADO-----

XXXXXXXX EN CIUDAD XXXXXX, CHIHUAHUA EL DIA 8 DE XXXXX DE 2011 10:31

CONTROL DE CERTIFICADO 08/07/2011 158 CERTIFICADO DE INGRESOS 2586993 ID:1161387H31

PAGADO POR: BUFETE JURIDICO Y ADMINISTRATIVO SC IMPORTE 150.00

* * *CIENTO CINCUENTA PESOS 0/100 M.N.* * *

COTEJO: XXXXX XXXX

Exhibit G

LOGO

PRESIDENCIA MUNICIPAL

CD. XXXXXX, XXXX.

Dependencia:

Depto:

Num. de Oficio:

DIR. DE DESARROLLO

XXXXXX

ADMINISTRACION DEL

DESARROLLO XXXXXX

DDU/CZ-730/99

ASUNTO:

XXXXXXXXXX DE ZONIFICACION

DDU/CZ-730/99

LA DIRECCION DE DESARROLLO XXXXXX, DEL MUNICIPIO XX XXXXXX, ESTADO DE CHIHUAHUA, CON FUNDAMENTO EN LO DISPUESTO EN EL ARTICULO 112, PARRAFO PRIMERO DE XX XXX DE DESARROLLO XXXXXX, VIGENTE EN EL ESTADO; HACE CONSTAR QUE EL PREDIO CUYOS DATOS OBRAN EN EL PLANO CATASTRAL QUE A CONTINUACION SE DESCRIBE:


Superficie total:	41,285.0419 Mts².	Colind. al sur:	CALLE CIRCUITO INTERIOR
		Colind. al norte:	PROPIEDAD PARTICULAR
Clave Catastral:	2-717-13-70 Y 72	Colind. al oriente:	LIBRAMIENTO AEROPUERTO
		Colind. al poniente:	PROPIEDAD PARTICULAR

Y SEGUN LOS LINEAMIENTOS ESTABLECIDOS EN EL PLAN DIRECTOR DE DESARROLLO XXXXXX /95, Y POR LA UBICACION DEL PREDIO, SE CONSIDERA CON UNA ZONIFICACION PERMITIDA DE:

INDUSTRIA EN PARQUE (IP 0.50)

Y EN VIRTUD DE LA SOLICITUD PARA EL APROVECHAMIENTO EN EL DESARROLLO DE INSTALACIONES DEDICADAS A:

INDUSTRIA DE BAJO RIESGO. INDUSTRIA MAQUlLADORA

ESTA DIRECCION CONSIDERA FACTIBLE EL DESARROLLO DE DICHO PREDIO, TODA VEZ QUE NO VA EN CONTRA DE LO ESTABLECIDO EN LA TABLA DE COMPATIBILIDADES QUE MARCA EL PLAN DIRECTOR DE DESARROLLO XXXXXX; DEBIENDO CUMPLIR CON LAS OBSERVA CIONES QUE A CONTINUACION SE MENCIONAN:

¨ EDIFICACION -

RESPETAR LOS COEFICIENTES DE: OCUPACION DEL 0.50 Y DE UTILIZACION DEL 0.50

RESOLVER EL ESCURRIMIENTO PLUVIAL DENTRO DEL PREDIO

CONTAR CON BANQUETAS DE PROTECCION PEATONAL

RESPETAR UN LOTE MINIMO DE 18,000.00 MTS.², CON UN FRENTE MINIMO DE 85.00 METROS

EL 30% DE LOS ESPACIOS LIBRES DE CONSTRUCCION DEBERAN CUBRIRSE DE MATERIAL PERMEABLE

CONTAR CON ESTACIONAMIENTO, AREA DE CARGA O DESCARGA Y PATIO DE MANIOBRAS, DENTRO DEL PREDIO

RESPETAR LAS NORMAS ESTABLECIDAS EN LOS REGLAMENTOS VIGENTES DE CONSTRUCCION Y ECOLOGIA.

¨ VIALIDADES -

RESPETAR EL DERECHO DE VIA DEL LIBRAMIENTO AEROPUERTO CON UNA SECCION DE 65.00 METROS

RESPETAR EL DERECHO DE VIA DE LA CALLE CIRCUITO INTERIOR

RESPETAR UN RADIO DE GIRO DE 16.00 METROS EN LA INTERSECCION DE LAS VIALIDADES

RESPETAR EL CARRIL DE INCORPORACION AL PREDIO CON UNA SECCION DE 3.50 METROS POR EL LIBRAMIENTO AEROPUERTO

EL ACCESO AL PREDIO XXXXXX REALIZARSE POR LA CALLE CIRCUITO INTERIOR NO XXXXXX REALIZAR

MANIOBRAS DE ESTACIONAMIENTO Y/O CARGA O DESCARGA SOBRE LA VIA PUBLICA.

¨ DICTAMENES -

TRAMITAR Y CUMPLIR CON EL DICTAMEN DE PROTECCION CIVIL

TRAMITAR Y CUMPLIR CON EL INFORME PREVENTIVO

CUMPLIR CON TODAS LAS MEDIDAS MARCADAS EN EL DICTAMEN DE LA JMAS

TRAMITAR EL CERTIFICADO DE OCUPACION

¨ RESTRICCIONES GENERALES -

RESPETAR UNA RESTRICCION AL FRENTE DE 10.00 METROS Y LATERALES Y DE FONDO DE 5.00 METROS

CONTAR CON LOS ELEMENTOS ARQUITECTONICOS NECESARIOS PARA MEJORAR LA IMAGEN URBANA DEL SECTOR

LA PRESENTE XXXXXXXXXX NO EXIME DE AFECTACIONES, DERECHOS DE VIA Y/O PASOS DE SERVIDUMBRE POR INFRAESTRUCTURA —

(LINEAS DE C.F.E., J.M.A.S., GASODUCTO Y OTROS)

RESPETAR LOS LINEAMIENTOS PARA LA COLOCACION DE ANUNCIOS

NO PODRA CAMBIAR A OTRO USO PRODUCTIVO, SIN AUTORIZACION EXPRESA DE ESTA DIRECCION.

Se extlende la presente xxxxxxxxxx a petición de LEXMAR INTERNACIONAL, S.A. DE C.V., parte interesada; para los

fines legales convenlentes, a los 30 xxxx del mes de Septiembre de 1999, en Cd. Xxxxxx, Municipio xx Xxxxxx, Estado de Chihuahua.


ATENTAMENTE:
“SUFRAGIO EFECTIVO: NO REELECCION”

C. ARQ. XXXX XXXXXX XXXXX XXXX
CONTRALOR DE DESARROLLO XXXXXX

Foto 42

c.c.p. Ventanilla Unica

Archivo

A’JASD/A’EMC

Exhibit H

Lexmark Asset Listing

XXXXX 27, 2011


No.		Qty	Equipment	Area	Comments
	1	43	Tables for 4 people	Cafeteria
	2	2	Walk through food heaters	Cafeteria
	3	5	Patio tables for 4 people	Cafeteria
	4	1	Ice machine	Cafeteria
	5	3	Food Heaters “Xxxxx Xxxxx”	Cafeteria
	6	3	Cold Tables	Cafeteria
	7	1	Food Service Bar	Cafeteria
	8	7	Stainless steel work tables	Cafeteria
	9	4	Quick Xxxx Stove	Cafeteria
	10	1	Frying Machine	Cafeteria
	11	2	Grill Pans	Cafeteria
	12	2	Cold Rooms	Cafeteria
	13	3	Double Zinc	Cafeteria
	14	2	Pre Heat Ovens	Cafeteria
	15	1	Quick Xxxx Perol	Cafeteria
	16	2	85 Gal Water Heater	Cafeteria, Production Restroom
	17	1	Xxxxx xx xxxxxx de tres tinas	Cafeteria
	18	1	Dish Washer	Cafeteria
	19	1	Temperature Controlled Dish Washer	Cafeteria
	20	2	Air Curtains	Cafeteria
	21	1	Monitoring System for 32 cameras, only 7 are connected	Security Room
	22	1	Access System with WinPack	Security Room
	23	5	camillas	Seguridad
	24	3	Electric Water dispensers	Plant
	25	1	Dover Elevator	Reception	Model: EP06020 SN: EL2501
	26	1	Evacuation System	Plant	As shown in photos
	27	2	Measurement Equipment	Maintenance	Ardata Multimiter Model:M07134 APC, Airborne Particle Counter Model:94200S, SN: C0904-13330/
	28	2	Cubicles Set	Maintenance & Training Room	As shown in photos
	29	5	Manual Docks	warehouse	As shown in photos
	30	1	Warehouse Electric Dock	Warehouse	As shown in photos
	31	30	Cubicles	Administrative Areas
	32	12	Ofices with Cucibles	Admon, Warehouse, Maintenance
	34	1	Compressor IR	Compressor Room	As shown in photos with electric power connection
	35	1	Oil Separator System	Compressor Room	As shown in photos
	36	1	IR Dryer	Compressor Room	As shown in photos
	37	1	Compressor Filters	Compressor Room	As shown in photos
	38	1	Compressed Room tank	Compressor Room	As shown in photos
	39	1	Compressed Room monitoring system	Compressor Room	As shown in photos
	40	1	DI/RO System	DI Room	As shown in photos

	41	1	Potable Water Treatment	Potable Water treatment Room	As shown in photos
	42	1	Evacuation System	Plant	As shown in photos. Including Alarms, warning light and strobes
	43	2	Electric Rooms	Plant	As shown in photos (TD1, TD2, TD3 & TD4)
	44	2	Power Generators	Plant	SN LM-233536-0899 & LM-233627-0899
	45	1	Chiller	HVAC Room	Model 19XR
	46	1	Fire System	Plant	As shown in photos, including hoses, water flow monitoring systems
	47	1	Reception Furniture	Reception	As shown in photos
	48	Several	Restrooms	Reception, Offices, Production,	containing toilets, sinks, faucets, accessories as shown in photos
	49	1	Set of fire extinguishers	All building	as shown in photos
	50	Several	Electrical Panels	Plant	Wired with breakers as shown in photos and electric diagrams
	51	1	Clean Room	Manufacturing Areas	With HEPA filters, fume/air extraction system, lexfil walls, hunter ceiling and portafab walls as shown in photos
	52	1	Set of HVAC Equipment	HVAC Room	Containing pumps, dosing pumps, cooling towers with recirculation pumps, electric control system, VFDs, etc as shown in photos
	53	55	AHUs	Roof & Production Area	Complete units with motors, belts, control system and valves
	54	1	AHUs	Roof	Missing motor and disassembled
	55	15	XXXx	Roof	Complete units with motors, belts, control system and valves
	56	3	Mini Split	Roof	As shown in photos
	57	1	Evaporative Cooler	Roof	As shown in photos
	58	8	UP (Package Units)	Roof and racketball rooms	As shown in photos
	59	4	Cooling tower	Roof	As shown in photos
	60	14	Exhaust units	Roof	As shown in photos
	61	1	10,000 Kva Substation	Outside	As shown in photos

Exhibit “I” of the Conditional Purchase and Sales Agreement

Exhibit “I”

Draft Deed Transferring Title.

PUBLIC INSTRUMENT NUMBER _____ (______________________________ )

VOLUME ____ (_________________________ )

In Ciudad Xxxxxx, State of Chihuahua, United Mexican States, on ___________, 2011, before me, Mr. ________________, Notary Public Number __________, in and for this Bravos Judicial District (Ciudad Xxxxxx), appear Lexmark Internacional, S.A. de C.V. (henceforth “Seller”) herein represented by ________ in his/her capacity as Attorney in Fact and Aligntech de Mexico, S. de X.X. de C.V., represented herein by Mr. __________ in his/her capacity as Attorney in Fact (henceforth “Buyer”), to execute a Real Estate Purchase and Sale Agreement, pursuant to the following recitals and clauses:

RECITALS:

FIRST. Seller hereby, through its Attorney in Fact, states that:

(a)

It is the owner in absolute fee simple of: (A) a certain tract of land identified as Tract of Land number 3 (three) in Block “A” (letter A) of the Salvarcar Industrial Park of the City of Xxxxxx, State of Chihuahua, United Mexican States with a total surface area of 22,114.5852 square meters (twenty-two thousand one hundred fourteen square meters, five thousand, eight hundred fifty-two square tenths of millimeters) (approximately 238,039.18 square feet) (henceforth, “Tract of Land number 3”) with the following metes and bounds: from point one to point two, bearing SE 39°37’36” with a distance of ninety-eight meters, two hundred one tenths of a millimeter (98.0201 m); from that point two to point three, a radius of fifty-one meters, fifty centimeters (51.50 m), an angle bearing SE 49°01’29”, curve of sixteen meters, eight thousand eight hundred ninety-two tenths of a millimeter (16.8892 m), the prior two metes bound with Circuito Interior; from that point three to point four, a radius of sixteen meters, eighty-one centimeters (16.81 m), an angle bearing NW 87°38’10”, a curve of sixteen meters, four thousand eighty-five tenths of a millimeter (16.4085 m), and a curved line of seventeen meters, one thousand four hundred sixteen tenths of a millimeter (17.1416 m), bounds with the corner of Circuito Interior and Libramiento Aeropuerto; from that point four to point five, a radius of fifty-one meters, fifty centimeters (51.50 m), an angle bearing NE 53°45’10”, a curve of sixteen meters, eight thousand one hundred ninety-two tenths of a millimeter (16.8192 m) and a curved line of sixteen meters, eight thousand nine hundred forty-nine tenths of a millimeter (16.8949 m); from this point five to point six, bearing NE 47°13’02”, with a distance of ten meters, one hundred twenty-five tenths of a millimeter (10.0125 m); from this point six to point seven, bearing NE 44°21’17”, with a distance of fifty-two meters, seventy-five tenths of a millimeter (52.0075 m); from this point seven to point eight, a radius of sixty-two meters, fifty centimeters (62.50 m), angle bearing NE 47°12’36”, a curve of six meters, two thousand two hundred sixty-seven tenths of a millimeter (6.2267 m) and a curved line of six meters, two thousand two hundred ninety-three tenths of a millimeter (6.2293 m); from this point eight to point nine, bearing NE 50°03’55”, with a distance of twenty-nine meters, one thousand eight hundred ninety-five tenths of a millimeter (29.1895 m); from this point nine to point ten, a radius of fifty-seven meters, fifty centimeters (57.50 m), an angle bearing NE 47°12’36”, curve of

Exhibit “I” of the Conditional Purchase and Sales Agreement

five meters, seven thousand two hundred eighty-six tenths of a millimeters (5.7286 m) and a curved line of five meters, seven thousand three hundred nine tenths of a millimeter (5.7309 m); from this point ten to point eleven, bearing NE 44°21’17”, with a distance of forty-two meters, four hundred twenty-three tenths of a millimeter (42.0423 m), the prior metes bound with Libramiento Aeropuerto; from this point eleven to point twelve, bearing NW 45°38’43”, with a distance of one hundred thirty-three meters, two thousand one hundred nineteen tenths of a millimeter (133.2119 m) bounds with tract of land number one; from this point twelve to the starting point one to close the figure, bearing SW 44°21’17”, with a distance of one hundred sixty-three meters, three thousand one hundred ninety-six tenths of a millimeter (163.3196 m), bounds with tract of land number four, of which a blue print is attached as Exhibit “ONE”; and (B) a certain tract of land identified as Tract of Land number 4 (four) in Block “A” (letter A) of the Salvarcar Industrial Park of Ciudad Xxxxxx, State of Chihuahua, United Mexican States with a total surface area of 19,170.4567 square meters (nineteen thousand one hundred seventy square meters, four thousand five hundred sixty-seven square tenths of millimeters) (approximately 206,348.88 square feet) (henceforth, “Tract of Land number 4”) with the following metes and bounds: from point one to point two, bearing SE 39°37’36” with a distance of one hundred twenty-two meters, eight thousand seven hundred seventy-three tenths of a millimeter (122.8773 m), bounds with Circuito Interior; from point two to point three, bearing NE 44°21’17” with a distance of one hundred sixty-three meters, three thousand one hundred ninety-six tenths of a millimeter (163.3196 m), bounds with Tract of Land number 3; from point three to point four, bearing NW 45°38’43” with a distance of one hundred twenty-two meters, twenty centimeters (122.20 m), bounds with tract of land number two; from point four to point one to close the figure, bearing SW 44°21’17” with a distance of one hundred fifty meters, four thousand three hundred fifty-eight tenths of a millimeter (150.4358 m), bounds with tract of land number six, of which a blue print is attached as Exhibit “TWO” (Tract of Land number 3 and Tract of Land number 4 will be henceforth collectively referred to as the “Land”); and (C) an industrial building thereon constructed with a total surface area of approximately 13,599.42 square meters (thirteen thousand five hundred ninety-nine square meters, forty-two square centimeters) (approximately 146,383 square feet) (henceforth, the “Building”), more particularly described in Exhibit “THREE” attached and by this reference made a part hereof, located at Blvd. Independencia 1951, Parque Industrial Salvacar, in Ciudad Xxxxxx, State of Chihuahua, United Mexican States. Tract of Land number 3, Tract of Land number 4, the Building and all other appurtenance thereto, together with all and singular rights, title, interests, benefits, privileges, easements, tenements and appurtenances thereunto, belonging or appertaining thereto; and rights, easements and other interests, if any, in and to adjacent streets, alleys and rights-of-way, development rights or other property abutting such real properties, water and sewer taps, riparian, sanitary or storm sewer capacity or reservations and rights under utility agreements with any entities or agencies with respect to the providing of utility services to such real properties, all the buildings and other improvements, if any (including infrastructure and utilities) erected on the Land, including the Building, all rights, title and interest including warranties, guaranties, bonds regarding those fixtures, machinery, equipment, furnitures and cubicles, clean rooms and articles of personal property and permanent improvements in the nature of personal property attached, located in, or appurtenant to the Land and its improvements, including, but not limited to, the property described on Exhibit “FOUR” (collectively, the “Personal Property”). All of the property, rights, and interests described in this paragraph are hereinafter referred to collectively as the “Property”;

Exhibit “I” of the Conditional Purchase and Sales Agreement

(b)

It acquired the Property through Public Deed number 5,838, dated June 25, 1999, from the records of Notary Public number 18 in and for Ciudad Xxxxxx, State of Chihuahua, United Mexican States, recorded with the Public Registry with respect to Tract of Land No. 3 under Entry number 59, Page 61, Book 2722, in the First Section of the Public Registry of Property of Bravos District, in Ciudad Xxxxxx, State of Chihuahua, dated 30 September, 1999 and with respect to Tract of Land No. 4 under Entry number 60, Page 62, Book 2722, in the First Section of the Public Registry of Property of Bravos District, in Ciudad Xxxxxx, State of Chihuahua, dated 30 September, 1999;

(c)

Up to this date the Property is free of liens, liability, encumbrances, encroachments or limitations of domain, expropriation, easements, leases and rights or options of use, occupancy or purchase (collectively referred to as “Liens”) as evidenced in the certificate(s) of lack of liens issued by the Public Registry for Bravos District, State of Chihuahua, same which are attached to this Instrument as Exhibits “FIVE” and “SIX”;

(d)	It has paid all due property taxes related to the Property, as evidenced by the receipts issued by Juarez Cadastral Office on _________, copy of which is attached to this Instrument as Exhibit “SEVEN”;

(e)

The Property is suitable to be used for industrial purposes, as evidenced in the Zoning Certificate (Xxxxxxxxxx de Zonificacion) issued by the Urban Development Office, copy of which is attached to this Instrument as Exhibit “EIGHT” and the Property and use thereof does not violate any governmental law or regulation;

(f)	The Property has all utility lines available in its perimeter and has been used for industrial purposes and has access to drinking water, sanitary sewer, and electricity lines;

(g)	The Property has not been delivered in possession, leasing, use or usufruct to any person, therefore the title of property, domain, use and derivative and absolute peaceful possession of the Property is hereby fully transferred in favor of Buyer;

(h)	The Property is free of any type and kind of Hazardous Materials on, under or above the Property affecting the surface, subsurface, soil and ground water in violation of Environmental Laws;

(i)

The Property is in compliance with all applicable laws, except for failures to comply, if any, which have been remedied, and that it has not entered into any commitments or agreements with any governmental authorities or agencies affecting the Property that are not a matter of public record at the Public Registry;

(j)	There are no contracts or agreements regarding any of the Property other than those that Seller has disclosed to Buyer;

(k)	To the best of their knowledge, there is no pending procedure, suit or expropriation, arbitrations, claims, attachments, assignments for the benefit of creditors, threatened litigation, eminent domain, or condemnation or any similar proceeding affecting the Property or any portion thereof;

Exhibit “I” of the Conditional Purchase and Sales Agreement

(I)	To the best of Seller’s knowledge, neither Seller nor the Property are in violation or non-compliance with any restriction or covenant affecting the Property;

(m)	Seller has no knowledge of any condition or fact that could have a material adverse effect on the Property or its value;

(n)	As of the date hereof and to the best of its knowledge, it is not prohibited to execute this Agreement by any law, regulation, agreement, deed, restriction, order or court decision;

(o)	Its Attorney in Fact has full authority and power to execute this Agreement on its behalf which authority has not been limited, suspended nor revoked in any manner whatsoever;

(p)	There is no agreement to which Seller is a party or, to Seller’s knowledge, binding on Seller, which is in conflict with this Agreement;

(q)

It has not entered into, and has no knowledge of, any agreement with or application to any governmental authority not mentioned herein with respect to any zoning modification, variance, exception, platting or other matter. Neither Seller nor the Property are in violation or non-compliance with any restriction or covenant affecting the Property;

(r)	It has not received any notice and has no knowledge of any pending liens, special assessments, condemnations, impositions or increases in assessed valuations to be made against the Property by any governmental authority;

(s)	Any obligation, debt, tax or charge arisen out of the Property before the execution hereof, even if notified after the date of execution hereof, shall be the sole responsibility of Seller;

(t)	To its best knowledge, there are no material defects in the Property, the roof is in good condition, and the Personal Property and the operating systems serving the Property are in good working order.

(u)	It desires to execute this Purchase and Sale Agreement with the Buyer in order to transfer the ownership of the Property free of any Lien and limitation of domain of any nature.

SECOND. Buyer, through its Attorney in fact, hereby states that:

(a)

It is a corporation duly incorporated and existing pursuant to the laws of Mexico, as evidenced in Public Deed number 7,136, Volume 336, from the records of Notary Public number 14 in and for Bravos Judicial District, Ciudad Xxxxxx, State of Chihuahua, United Mexican States, and recorded in Public Registry for Bravos District, State of Chihuahua, on November 19^th, 2008, under Electronic Entry number 24400*3;

Exhibit “I” of the Conditional Purchase and Sales Agreement

(b)	Its Attorney in Fact has full authority and power to execute this Agreement on its behalf which authority has not been limited, suspended nor revoked in any manner whatsoever; and

(c)	It desires to enter into this Purchase and Sale Agreement with Seller in order to receive the ownership over the Property free of any lien, liability, encumbrance and limitation of domain.

THIRD. Both parties hereby state, through their respective Attorneys in Fact, that:

(a)	In the execution of this Agreement there has been no known error, bad faith, violence nor duress between them; and

(b)	They mutually acknowledge the authority with which each of their Attorneys in Fact appear to the execution hereof,

HAVING STATED THE ABOVE, the parties agree on the following:

CLAUSES:

FIRST. CONVEYANCE OF TITLE TO THE PROPERTY.

Seller hereby sells the Property to Buyer and Buyer hereby acquires from Seller, absolute fee simple title over the Property, free of Liens, and with adhesions appurtenant thereto either by law or in fact, in exchange for the purchase price set forth in Clause Second below, including specifically but no limited to, a building of approximately 13,599.42 (thirteen thousand five hundred ninety-nine square meters, forty-two square centimeters) (approximately 146,383 square feet) constructed on the Land, the electrical availability contracted by Seller for the Property fire protection sprinkler system and all existing offices currently located in the Building. The Land, improvements and all other appurtenance thereto, together with all and singular Seller’s rights, benefits, privileges, easements, tenements, and appurtenances thereunto, belonging or appertaining thereto, and Seller’s rights, easements and other interests, if any, in and to adjacent streets, alleys and rights-of-way, or other property abutting the Property, water and sweeper taps, sanitary or storm sewer capacity or reservations and rights under utility services to the Property.

SECOND. PRICE.

The price agreed between the parties for the purchase of the Property is Three Million Two Hundred Thousand 00/100 dollars, legal currency of the United States of America ($3,200,000) (henceforth, the “Purchase Price”), of which 00/100 dollars, legal currency of the United States of America ($ ) corresponds to the Land and 00/100 dollars, legal currency of the United States of America ($ ) corresponds to the Building; therefore the transfer of the Building shall cause Value Added Tax (VAT) in the amount of 00/100 dollars, legal currency of the United States of America ($ ) approximately, that the Seller hereby expressly transfers to the Buyer. Seller hereby expressly acknowledges receiving from Buyer the Purchase Price to its complete satisfaction hereby issuing the full and final release available under law.

Exhibit “I” of the Conditional Purchase and Sales Agreement

THIRD. POSSESSION OF THE PROPERTY.

Seller hereby delivers legal and physical possession of the Property to Buyer. Buyer hereby receives legal and physical possession of the Property.

FOURTH. EVICTION.

Seller hereby guarantees clear title and possession to the Property in the event of eviction as set forth by the Civil Code for the State of Chihuahua.

FIFTH. ENVIRONMENTAL LIABILITY.

Seller agrees to indemnify, and hold Buyer, its successors, and assignees, harmless against claims, demands, administrative proceedings, fines, losses and damages, paid or incurred by Buyer, its successors or assignees, as a result of claims brought by third parties alleging any violations by Seller or its agents or contractors of Environmental Laws or the presence of any Hazardous Materials originating at the Property or at the adjoining property during the periods of Seller’s ownership thereof (collectively, the “Indemnified Losses”).

Seller hereby represents and warrants to Buyer that the Property is and shall be as of the date of execution hereof free of any type and kind of Hazardous Material as defined below, on, under or above the Property, affecting the surface and subsurface soil and ground-water in violation of Environmental Laws as defined below.

Seller shall be responsible for the remediation of any Hazardous Materials originating at the Property or at the adjoining property during the periods of Seller’s ownership thereof, which may be present prior to the date of execution hereof in violation of Environmental Laws as defined below.

SIXTH. Eviction and hidden title defects. Upon execution hereof, Seller shall guarantee absolute fee simple title over the Property in the event of eviction pursuant to Article 2003 of the Civil Code for the State of Chihuahua.

Exhibit “I” of the Conditional Purchase and Sales Agreement

The sale of the Property shall be conducted “AS IS,” “WHERE IS,” “WITH ALL FAULTS” and in its current condition.

Except for Seller’s warranty of title to the Property and any other express warranty or unless otherwise stated herein, Seller makes no other representations or warranties with respect to, and shall have no liability for: (1) the condition of the Property or any building, structure, or improvements thereon or the suitability, habitability, merchantability or fitness of the Property for Buyer’s intended use or for any use whatsoever; (2) compliance with any building, zoning or fire laws or regulations or with respect to the existence of or compliance with any required permits, if any, of any governmental agency; (3) the availability or adequacy of any water, sewer, or utility rights and (4) the accuracy of any plans and specifications, reports, or other materials provided to Buyer that were not prepared by Seller (provided, however, that Seller has disclosed in writing to Buyer any inaccuracies in such documents and materials that are known to Seller).

Notwithstanding anything to the contrary herein, subsequent to the date of execution hereof, (i) the Purchase Price shall be the cap on Seller’s liability for breaching its representations and warranties under this Agreement and the same shall survive the execution hereof for a period of one (1) year; and (ii) Seller’s liability for breaching its indemnities under this Agreement shall not exceed the Purchase Price, and the same shall survive the execution hereof for a period of three (3) years

SEVENTH. TAXES, COSTS AND EXPENSES.

Seller shall pay the Income Tax derived from the transfer of the Property and Buyer shall pay all others taxes and expenses derived therefrom, including but not limited to Value Added Tax derived from the price of the Building, Transfer Tax, notary fees and recording charges. Notwithstanding any other provision hereof, each party will be responsible for its own expenses, and those of its agents, auditors, attorneys and consultants incurred in connection with this Agreement, except for brokerage fees which the parties hereby agree that same shall be paid by Seller in the following way: 3% (three percent) of the purchase price to Viva Real Estate Group, LLC and 3% (three percent) of the purchase price to Best White.

EIGHTH. APPLICABLE LAW AND JURISDICTION.

This Purchase and Sale Agreement shall be construed and enforced in accordance with the provisions of the Civil Code for the State of Chihuahua. For the interpretation, compliance and enforcement of the present instrument, the parties hereby submit themselves to the jurisdiction of the competent courts in and for Ciudad Xxxxxx, State of Chihuahua, United Mexican States, expressly waiving any other venue that may correspond due to their present or future domicile or due to any other reason whatsoever.

Exhibit “I” of the Conditional Purchase and Sales Agreement

NINTH. DOMICILES.

All notices, demands and requests required under this Agreement shall be in writing and shall be deemed as properly given if served personally or by registered or certified mail, return receipt request, addressed to Seller or Buyer as the case may be, at its respective

address last designated by notice to the other party for that purposes. Until Buyer and Seller shall designate other addresses, their addresses shall be as follows:


Seller:		Lexmark Internacional, S.A. de C.V.
		000 Xxxx Xxx Xxxxxx Xxxx
		Xxxxxxxxx, XX 00000
		Xxxxxx Xxxxxx of America
		Attention: Xxxxxxx X. Xxxxx

Buyer:		Aligntech de Mexico, S. de X.X. de C.V.
		C/o Align Technology, Inc.
		0000 Xxxxxxx Xxxxxxx
		Xxx Xxxx, XX 00000
		Xxxxxx Xxxxxx of America
		Attention: Xx. Xxxxx X. Xxxxxx

TENTH. HEADINGS.

The Clauses and paragraph headings of this Agreement are for convenience only and in no way limit or enlarge the scope or meaning, construction or interpretation of the language hereof.

NOTARIAL RATIFICATION

Exhibit J

CHECKLIST OF INFORMATION AND DOCUMENTS FOR ALIGN’S DUE DILLIGENCE


1		Copy of Powers of Attorney of Lexmark’s legal representative
2		Deed
3		Profepa’s closure document (environmental certificate)
4		Copy of current Property Tax payment receipts or Certificates of Indebtedness duly issued by the local cadastral office
5		Updated certificate of Lack of Liens issued by the Public Registry of Property
6		Copy of Zoning Certificate
7		Copy of all Municipal Construction Permits *
8		Copy of Municipal Occupancy/Acceptance Certificate(s) * or Copy of Notice of Construction given to Cadastral Office
9		Copies of all Construction Blueprints *
10		Copy of approvals granted by the Water Board (if any) in regards to the water and sewer services *
00		Xxxxxxxxxx Xxxx’s rules and covenants or Letter specifying there isn’t any
14		Maintenance Service Contracts or Contacts (trash, security, etc)
15		Environmental Permits
16		All documents related to the rights of use of the Water Tower

*	Lexmark will provide requested documents only if they find those in their files.

A SOLICITUD DE LA PARTE INTERESADA EXPIDO EL PRESENTE, DOY FE

LIC. XXXXXXXXX XXXXXXX XXXXXXXX