STOCK PURCHASE AGREEMENT by and among MEI CONLUX HOLDINGS (US), INC., MEI CONLUX HOLDINGS (JAPAN), INC., THE SELLERS SPECIFIED HEREIN, CRANE CO., MONDAIS HOLDINGS B.V., and THE SELLERS’ REPRESENTATIVES Dated as of December 20, 2012Stock Purchase Agreement • December 24th, 2012 • Crane Co /De/ • Miscellaneous fabricated metal products • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 20th day of December, 2012, by and among MEI Conlux Holdings (US), Inc., a Delaware corporation (the “US Holdco”), MEI Conlux Holdings (Japan), Inc., a Japanese corporation (the “Japan Holdco” and, together with the US Holdco, the “Acquired Companies” and each an “Acquired Company”), the securityholders of the Acquired Companies who are party hereto with the designation of “Seller” on the signature pages hereto (the “Sellers”), Crane Co., a Delaware corporation (“Crane”), Mondais Holdings B.V., a private company with limited liability organized and existing under the laws of the Netherlands (the “Japan Buyer” and, together with Crane, the “Buyers”) and, solely for purposes of Sections 8.3.3, 8.5, 8.8, 8.9, 8.11, 11.4, 11.7 and 11.19 and Articles 2, 9 and 10, Bain Capital MEI (H.K.) Limited and APM Co. Ltd. as Sellers’ Representatives hereunder.
