LEASE AGREEMENTLease Agreement • February 8th, 2011 • Graham Corp • General industrial machinery & equipment • Michigan
THIS LEASE AGREEMENT (“Lease”) is made as of the 14th day of December, 2010, by and between ESSC INVESTMENTS, LLC, a Michigan limited liability company (“Landlord”), and ENERGY STEEL & SUPPLY CO., a Michigan corporation, and GRAHAM CORPORATION, a Delaware corporation, jointly and severally (collectively, the “Tenant”), for use of the land and approximately 60,000 sq. ft. building located at the premises commonly known as 3123 John Conley Drive, Lapeer, Michigan 48446 (such building being herein referred to as the “Building”; and the Building, together with the land upon which it is situated [the “Land”], being herein referred to as the “Premises”). The following Section 1 (the “Schedule”) sets forth certain basic terms of this Lease:
STOCK PURCHASE AGREEMENT by and among GRAHAM CORPORATION, ES ACQUISITION CORP., ENERGY STEEL & SUPPLY CO. and LISA D. RICE, individually and as Trustee of the LISA D. RICE REVOCABLE TRUST DATED JUNE 5, 2003 Dated as of December 14, 2010Stock Purchase Agreement • February 8th, 2011 • Graham Corp • General industrial machinery & equipment • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) has been made as of December 14, 2010 (“Effective Date”), by and among GRAHAM CORPORATION, a Delaware corporation (“Graham”), ES ACQUISITION CORP., a Delaware corporation and a direct wholly-owned Subsidiary of Graham (“Buyer”), ENERGY STEEL & SUPPLY CO., a Michigan corporation (“Energy Steel”), and LISA D. RICE individually (“Rice”) and as sole Trustee of the LISA D. RICE REVOCABLE TRUST DATED JUNE 5, 2003 (the “Trust”, collectively referred to with Rice as the “Seller”). Graham, Buyer, Energy Steel and the Seller are collectively referred to herein as the “parties,” and each is a “party” as described further below.
EARN OUT AGREEMENTEarn Out Agreement • February 8th, 2011 • Graham Corp • General industrial machinery & equipment • New York
THIS EARN OUT AGREEMENT (the “Agreement”), is entered into this 14th day of December, 2010 by and between ENERGY STEEL ACQUISITION CORP., a Delaware corporation (“ESAC”), Graham Corporation, a Delaware corporation (“Graham” in its capacity of Guarantor under Section 2.3 and otherwise as expressly provided herein as a direct party to this Agreement), and LISA D. RICE, individually and as the Trustee of the Lisa D. Rice Revocable Trust dated June 5, 2003 (“Seller”). Capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to them in that certain Stock Purchase Agreement by and among Graham, ESAC, Energy Steel & Supply Co., a Michigan corporation (“Energy Steel”) and the Seller dated on even date herewith (the “Stock Purchase Agreement”).
ESCROW AGREEMENTEscrow Agreement • February 8th, 2011 • Graham Corp • General industrial machinery & equipment
The specimen signatures shown below is the specimen signature of LISA D. RICE, who is authorized to initiate and approve transactions of all types for the escrow account or accounts established under the Escrow Agreement to which this Exhibit C-2 is attached, on behalf of Seller.
