ContractStock Purchase Agreement • May 5th, 2020 • Virginia
Contract Type FiledMay 5th, 2020 JurisdictionExhibit 2.1 Execution Version STOCK PURCHASE AGREEMENT Dated as of April 14, 2008 by and among VSE CORPORATION, LINDA KAY BERDINE REVOCABLE TRUST, LINDA K. BERDINE AND G&B SOLUTIONS, INC. ARTICLE 1. CERTAIN MATTERS OF CONSTRUCTION AND DEFINITIONS 1 ARTICLE 2. THE PURCHASE AND SALE OF THE SHARES 1 2.1 Purchase of the Shares 1 2.2 Purchase Price 2 2.2.1 General 2 2.2.2 Payment of Purchase Price 2 2.2.3 Estimated Closing Statement; Adjustment of Initial Purchase Price 2 2.2.4 Adjustments to Purchase Price 2 2.3 The Closing 4 ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER 4 3.1 Corporate Status of the Company 4 3.2 Capital Stock of the Company 4 3.2.1 Authorized Stock and Ownership 4 3.2.2 Options and Convertible Securities of the Company 5 3.3 No Subsidiaries 5 3.4 Authority for Agreement; Noncontravention 5 3.4.1 Authority 5 3.4.2 No Conflict 5 3.5 Financial Statements 6 3.6 Absence of Material Adverse Changes 6 3.7 Absence of Undisclosed Liabilities 6 3.8 Books and