STOCK PURCHASE AGREEMENT BY AND AMONG TMW INTERMEDIATE HOLDINGS CORPORATION, TRIMBLE NAVIGATION LIMITED, TMW SYSTEMS HOLDINGS LLC AND, FOR PURPOSES OF SECTIONS 10.6 AND 10.7 AND ARTICLE XI ONLY, THE MEMBERS NAMED HEREIN Dated as of August 24, 2012Stock Purchase Agreement • August 27th, 2012 • Trimble Navigation LTD /Ca/ • Measuring & controlling devices, nec • Delaware
This STOCK PURCHASE AGREEMENT, dated August 24, 2012 (this “Agreement”), is made and entered into by and among TMW Intermediate Holdings Corporation, a Delaware corporation (the “Company”), Trimble Navigation Limited, a California Corporation (“Buyer”), and TMW Systems Holdings LLC, a Delaware limited liability company and the sole stockholder of the Company (the “Seller”) and, solely for purposes of Sections 10.6 and 10.7 and Article XI, the members of the Seller identified on the signature pages attached hereto on the date hereof and those who execute a counterpart signature page to be bound as a Member for purposes of Sections 10.6 and 10.7 and Article XI after the date hereof (collectively, the “Members”). The Company, Buyer and the Seller, and solely for purposes of Sections 10.6 and 10.7 and Article XI, the Members, are each sometimes individually referred to in this Agreement as a “Party” and are collectively referred to in this Agreement as the “Parties”.
