STOCK PURCHASE AGREEMENT executed on February 1, 2016 by, between and among Balchem Corporation (as Purchaser), Albion International, Inc. (the Company), H. DeWayne Ashmead (as a Seller), The H. DeWayne & Eugele Ashmead Children’s Trust (as a Seller),...Stock Purchase Agreement • February 4th, 2016 • Balchem Corp • Chemicals & allied products • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of February 1, 2016 , by, between and among (a) Balchem Corporation, a Maryland corporation (“Purchaser”), (b) Albion International, Inc., a Nevada corporation (the “Company”), (c) H. DeWayne Ashmead, an individual residing in the State of Utah (“DeWayne”), (d) The H. DeWayne & Eugele Ashmead Children’s Trust, a Utah trust (the “Children’s Trust”), (e) The H. DeWayne & Eugele Ashmead Descendants Trust, a Utah trust (the “Descendants Trust”), (f) Fidelity Investments Charitable Gift Fund, a Massachusetts trust (“Fidelity Charitable”, and, together with DeWayne, the Children’s Trust, and the Descendants Trust, “Sellers”), (g) Stephen D. Ashmead, an individual and solely in his capacity as the Sellers’ Representative (the “Sellers’ Representative”), and (h) solely for purposes of Sections 5.3 (Non‑Solicitation of Employees), 5.4 (Non‑Competition), 5.5 (Confidentiality) and 5.6 (Unenforceability; Severability; Specific Performance
