DATED 26 April 2010 Thermodynetics, Inc as Seller Execuzen Ltd, Burlington Holdings, Inc and Joseph DeSena as Buyers AGREEMENT for the sale and purchase of 26.5485% of the entire issued share capital of Turbotec Products plcAgreement • April 29th, 2010 • Thermodynetics Inc • Miscellaneous fabricated metal products
Clause Name Page 1 Definitions and Interpretation 3 2 Agreement for Sale 6 3 Purchase Price 6 4 Adjustments to the Purchase Price 7 5 Completion 9 6 Warranties 10 7 Indemnity 11 8 Acting in concert 11 9 Assignment and Succession 12 10 Announcements and Information 12 11 Rights and Remedies of the Buyers 12 12 Waiver 13 13 No merger 13 14 Cumulative Rights 13 15 Contracts (Rights of Third Parties) Act 1999 13 16 Costs 13 17 Set-off, Withholding Tax and Grossing-Up 13 18 Invalidity 14 19 Further assurance 14 20 Counterparts 14 21 Joint and Several Liability 14 22 Communications 14 23 Entire Agreement 15 24 Governing Law and Jurisdiction 15 25 Service of Process 16 Execution Pages 18
