STOCK PURCHASE AGREEMENT BY AND AMONG GENERAL OCEANS, INC. KLEIN MARINE SYSTEMS, INC. AND MIND TECHNOLOGY, INC. August 21, 2023Stock Purchase Agreement • August 25th, 2023 • Mind Technology, Inc • Search, detection, navagation, guidance, aeronautical sys • Texas
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 21, 2023, by and among, MIND Technology, Inc., a Delaware corporation (“Seller”), General Oceans, Inc., a Delaware corporation (“Buyer”), for purposes of Section 7.6(c) only, Klein Marine Systems, Inc., a Delaware corporation (the “Company”). Seller and Buyer are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used in this Agreement without definition shall have the meaning given to such terms in Article I hereof.
UNAUDITED PRO FORMA FINANCIAL INFORMATIONStock Purchase Agreement • August 25th, 2023 • Mind Technology, Inc • Search, detection, navagation, guidance, aeronautical sys
The SPA contains certain customary representations, warranties, and covenants. The SPA also contains customary indemnification provisions pursuant to which the parties agree to indemnify each other for certain matters, including, among other things, breaches of certain representations, warranties and covenants in connection with the Sale of Klein, subject to specified caps and limitations. The Company has also agreed to a covenant that would prohibit the Company from engaging in specified activities that would compete with the Klein business, for a period of five years, subject to certain limitations and exceptions. Completion of the Sale of Klein was subject to the satisfaction or waiver of customary closing conditions, including a requirement to terminate any liens, including those imposed under the Company’s Loan and Security Agreement (the “Loan”), dated as of February 2, 2023, with Sachem Capital Corp. Upon closing, the Company utilized a portion of the transaction proceeds to pay
