STOCK PURCHASE AGREEMENT BY AND AMONG HIS COMPANY, INC. DISTRIBUTION SOLUTIONS GROUP, INC., ANDStock Purchase Agreement • March 31st, 2023 • Distribution Solutions Group, Inc. • Wholesale-machinery, equipment & supplies • Delaware
This STOCK PURCHASE AGREEMENT is made as of March 30, 2023, by and among HIS Company, Inc., a Texas corporation (the “Company”), Distribution Solutions Group, Inc., a Delaware corporation (“Purchaser”), HIS Company, Inc. Employee Stock Ownership Trust (“Seller”) which is maintained pursuant to and in connection with the HIS Company, Inc. Employee Stock Ownership Plan (the “Plan” and, together with Seller, the “ESOP”), acting through GreatBanc Trust Company, not in its corporate capacity, but solely in its capacity as trustee (the “Trustee”) of the Seller, and Ellis Moseley, solely in his capacity as the representative of Seller as further set forth herein (the “Seller Representative”). Purchaser, Trustee, Seller, the Company and Seller Representative are each sometimes referred to in this Agreement as a “Party”. Certain capitalized terms used in this Agreement have the meanings set forth in ARTICLE I.
