Membership Interest Purchase Agreement, dated May 18, 2021, by and between ConnectM Babione LLC, Absolutely Cool Air Conditioning LLC and Douglas Pence

Exhibit 10.29

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MEMBERSHIP INTEREST PURCHASE AGREEMENT

by and among

CONNECTM BABIONE, LLC,

a Florida limited liability company

ABSOLUTELY COOL AIR CONDITIONING, LLC,

a Florida limited liability company

and

Douglas Pence,

an individual resident of Florida

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Dated as of May 18, 2021

(Effective as of April 1, 2021)

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MEMBERSHIP INTEREST PURCHASE AGREEMENT

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May 18, 2021

This MEMBERSHIP INTEREST PURCHASE AGREEMENT is made as of the date first above written, by and among ConnectM Babione, LLC, a Florida limited liability company (the “Purchaser”), Absolutely Cool Air Conditioning, LLC, a Florida limited liability company (the “Company”), and Douglas Pence, an individual resident of Florida (“Seller”). Certain capitalized terms used herein shall have the meanings ascribed to them in Section 12.2.

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WHEREAS, the Company is engaged in the business of Servicing Residential and Commercial HVAC systems (the “Business”);

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WHEREAS, the Seller owns 95% of the issued and outstanding membership interests in of the Company;

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WHEREAS, Michael Babione owns 5% of the issued and outstanding membership interests in the Company;

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WHEREAS, such membership interests constitute all of the issued and outstanding capital securities of any class of the Company; and

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WHEREAS, Purchaser desires to purchase the 90% of the issued and outstanding membership interests in the Company (the “Acquired Interests”) from Seller, and Seller desires to sell such Acquired Interests to Purchaser, all upon the terms and conditions set forth in this Agreement, such that after such purchase and sale the Buyer will own a 90% membership interest in the Company.

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NOW, THEREFORE, in consideration of the mutual covenants herein set forth and for the benefits to be derived from the consummation of the transactions contemplated hereby, the parties agree as follows:

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Section 1. Purchase and Sale of Acquired Interest. Subject to the terms and conditions, and based upon the representations and warranties, hereinafter set forth, Purchaser agrees to purchase, accept and pay for, and Seller agrees to sell, assign and deliver all of the Acquired Interests at the Closing (as hereinafter defined) for the Purchase Price set forth in Section 2.1.

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Section 2. Consideration and Manner of Payment.

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2.1. Purchase Price.

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minus (iii) the positive amount, if any, by which Target Net Working Capital exceeds Closing Net Working Capital, minus (iv) the amount of Closing Transaction Expenses. In determining the amount of the Company’s current assets for purposes of calculating Closing Net Working Capital, the Company’s current assets shall include, without limitation, all cash, cash equivalents, marketable securities held by the Company as of 11:59 p.m. on the Effective Date, determined in accordance with the Agreed Accounting Principles. For avoidance of doubt, the Company’s cash shall (1) be calculated net of issued but uncleared checks and drafts and (2) include checks and drafts deposited or available for deposit for the account of the Company.

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2.2. Purchase Price Adjustments.

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between the Latest Balance Sheet, the Preliminary Closing Statement or any other balance sheet referenced in Section 4.6 and GAAP. After delivery of the Preliminary Closing Statement, the Purchaser shall give the Seller and its representatives reasonable access to review the Purchaser’s and the Company’s and its Subsidiaries’ books and records and work papers related to the preparation of the Preliminary Closing Statement. The Seller and its representatives may make inquiries of the Purchaser, the Company and its Subsidiaries and their respective accountants regarding questions concerning or disagreements with the Preliminary Closing Statement arising in the course of its review thereof, and the Purchaser shall use its, and shall cause the Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants to cooperate with and respond to such inquiries. If the Seller has any objections to the Preliminary Closing Statement, the Seller shall deliver to the Purchaser a statement setting forth its objections thereto (an “Objections Statement”). If an Objections Statement is not delivered to the Purchaser within 45 days after delivery of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto; provided that, in the event the Purchaser, the Company or any of its Subsidiaries does not provide any papers or documents reasonably requested by the Seller or any of its representatives within five days of request therefor (or such shorter period as may remain in such 45-day period), such 45-day period will be extended by one day for each additional day required for the Purchaser and the Company or any of its Subsidiaries to fully respond to such request; provided, further, that such 45-day period will be extended a minimum of 10 days following the date on which the Purchaser, the Company and its Subsidiaries have fully responded to such request. The Seller and the Purchaser shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 30 days after the delivery of the Objections Statement, The Seller and the Purchaser shall submit such dispute to a reputable and mutually acceptable independent dispute ^-resolution firm (the “Dispute Resolution Firm”). Any further submissions to the Dispute Resolution Firm must be written and delivered to each party to the dispute. The Dispute Resolution Firm shall consider only those items and amounts which are identified in the Objections Statement as being items which the Seller and the Purchaser are unable to resolve. The Dispute Resolution Firm’s determination will be based solely on the definitions of Closing Net Working Capital, Closing Transaction Expenses and the Purchase Price, as applicable, contained herein. The Seller and the Purchaser shall use their

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commercially reasonable efforts to cause the Dispute Resolution Firm to resolve all disagreements as soon as practicable and in any event within 45 days after the submission of any dispute. The resolution of the dispute by the Dispute Resolution Firm shall be final, binding and non-appealable on the parties hereto, absent manifest error. The costs and expenses of the Dispute Resolution Firm shall be allocated based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party in the presentation to the Dispute Resolution Firm. For example, if the Seller submits an Objections Statement for $1,000, and if the Purchaser contests only $500 of the amount claimed by the Seller, and if the Dispute Resolution Firm ultimately resolves the dispute by awarding the Sellers $300 of the $500 contested, then the costs and expenses of the Dispute Resolution Firm will be allocated 60% (i.e., 300/500) to the Purchaser and 40% (i.e., 200/500) to the Sellers. The Preliminary Closing Statement shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.2(a), and, as so revised, such Preliminary Closing Statement shall be deemed to be the “Final Closing Statement,” setting forth the Closing Net Working Capital, Closing Transaction Expenses and the Purchase Price, in each case, for all purposes hereunder. Anything to the contrary notwithstanding, the amount of the aggregate purchase price adjustment pursuant to this Section 2, as evidenced by the Final Closing Statement shall not exceed ten percent (10%) of the Base Purchase Price, whether in favor of Seller or Purchaser.

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(b)Payment of the Purchase Price Adjustment.

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pursuant to this Section 2.2(b) to be due by the Purchaser by wire transfer of immediately available funds to an account or accounts designated by the Seller. Other than any adjustment to the principal amount of the Note, which Seller shall acknowledge in writing promptly (but in any event within five business days), the Seller shall promptly (but in any event within five business days) deliver to the Purchaser any amounts determined pursuant to this Section 2.2(b) to be due by the Seller by wire transfer of immediately available funds to an account or accounts designated by the Purchaser.

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2.3. Transactions to be Affected at the Closing.

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(a)The Purchaser shall deliver to the Seller:

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(b)At the Closing, the Seller shall deliver to the Purchaser:

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Section 3. Closing. Subject to the conditions precedent set forth herein, the closing hereunder (the “Closing”) shall take place as of 11:59 pm on the date of this Agreement, or on such other date, as the parties may mutually determine (the “Closing Date”), but shall be effective as of 11:59 pm on April 1, 2021 (the “Effective Date”).

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Section 4. Representations and Warranties Concerning the Company. The Seller severally represents and warrants to the Purchaser as follows, as of the date hereof and as of the Effective Date:

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4.1. Organization and Existence. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida. The Company has the power to own or lease its property and to carry on its business in the manner and at such locations as that business is currently being conducted. The books and records of the Company as will be delivered at the Closing by the Company to the Purchaser are complete and correct in all respects. The Company does not have any subsidiaries, nor does it own, directly or indirectly, beneficially or of record, any interest in any corporation, association, partnership or other entity.

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4.2. Capitalization. Schedule 4.2 sets forth the Company’s issued and outstanding membership interests as of the date hereof. The Seller is the record owner of the Acquired Interests and owns such Acquired Interests free and clear of all Liens other than restrictions imposed by state and federal securities laws. All of the Acquired Interests have been duly authorized and are validly issued, fully paid and nonassessable. Except as set forth on Schedule 4.2, the Company does not have any other equity securities or securities containing any equity features authorized, issued or outstanding, and there are no agreements, options, warrants or other rights or arrangements existing or outstanding which provide for the sale or issuance of any of the foregoing by the Company_ Except as set forth on Schedule 4.2, there are no outstanding (a) membership interests, equity interests or voting securities of the Company, (b) securities convertible or exchangeable into equity interests of the Company, (c) any options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other contracts that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem equity interests of the Company or (d) stock appreciation, phantom stock, profit participation or similar rights with respect to the Company.

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4.3. Authorization of Transaction. The Company has full power and authority to execute and deliver this Agreement and each of the other documents to be executed by it as required under this Agreement, and to perform its obligations hereunder and thereunder. The Company has taken such action, including obtaining approval by its managers, as may be necessary for the Company to execute, deliver and perform this Agreement and each such other documents.

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4.4. Binding Obligations. This Agreement and the other Transaction Documents constitute, and upon execution by the Company of this Agreement and such other Transaction Documents, will constitute, the valid and legally binding obligations of the Company, enforceable in accordance with their respective terms.

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4.5. Approvals; No Violation. No consent, approval, authorization or order of any court or governmental agency or body is required to be obtained by the Company for the consummation of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereunder will (i) violate any statute, regulation, injunction, judgment, order, decree or ruling to which the Company is subject, nor will it require the authorization or approval of, or the filing of any notice with any governmental agency or authority; or (ii) result in a violation or breach of any term or provision of, or constitute a default under, the Company’s Articles of Organization or Bylaws or any Contract to which the Company is a party or by which it is bound; or (iii) result in any lien, charge, pledge, encumbrance or limitation on alienability of any kind upon the Acquired Interests.

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4.6. Financial Statements. Attached hereto as Schedule 4.6, are the following consolidated financial statements of the Company (collectively, the “Financial Statements”): (i) the management-prepared balance sheet, statement of income, statement of changes in stockholder’s equity, and statements of cash flows for the periods ended December 31, 2020, December 31, 2019 and December 31, 2018 (the “Annual Financial Statements”), and (ii) a management-prepared balance sheet for the three-month period ending March 31, 2021 (the “Latest Balance Sheet”) and income statement of the Company for the three-month period ending March 31, 2021’ (together with the Latest Balance Sheet, the “Interim Financial Statements”). The Annual Financial Statements, other than the exclusion of any explanatory footnotes and other presentation items thereon, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, present fairly the financial condition of the Company as of such dates and the results of operations of the Company for such periods, are correct and complete in all material respects, and arc consistent with the books and records of the Company. The Interim Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, present fairly the financial condition of the Company as of such dates and the results of operations of the Company for such periods, are correct and complete in all material respects and are consistent with the books and records of the Company.

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4.7. Title to Assets. The Company has good and marketable title to all of the assets reflected in the balance sheet in the Interim Financial Statements (the “Interim Balance Sheet”) (except for those assets that have been sold in the ordinary and usual course of the Company’s business subsequent to the date thereof), free and clear of any and all liens, claims, mortgages, charges, exceptions or encumbrances. Such assets shown in the Interim Balance Sheet constitute all of the assets necessary for the Company’s business in the manner in which that business is currently being conducted

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4.8. Quality of Assets.

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4.9. Trade Names and Other Intellectual Property.

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To the Company’s Knowledge, there exists no unexpired patent or patent application which includes claims that would be infringed by or otherwise adversely affect the products, activities or business of the Company.

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4.10. No Undisclosed Liabilities. Except as set forth in Schedule 4.10, to the Company’s Knowledge, the Company has no indebtedness, obligations, commitments or liabilities, accrued, absolute, contingent, threatened or otherwise (collectively, the “Liabilities”), of the nature required to be disclosed in a balance sheet prepared in accordance with GAAP, except for Liabilities reflected in the Interim Balance Sheet and Liabilities arising in the ordinary course of business since the date of the Interim Balance Sheet.

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4.11. Absence of Certain Changes. Except as set forth in Schedule 4.11, since December 31, 2019, there has not been any fact, event, change, circumstance or occurrence that has a material adverse effect on the business, assets, liabilities, financial condition, or results of operations, of the Company, except to the extent resulting from (A) changes in general local, domestic, foreign, or international economic conditions, (B) changes affecting generally the industries or markets in which the Company operates, (C) acts of war, sabotage or terrorism, military actions or the escalation thereof, (D) any changes in applicable laws or accounting rules or principles, including changes in GAAP, (E) any other action required by this Agreement, or (F) the announcement of the Transactions. Without limiting the generality of the foregoing, except as set forth in Schedule 4.11, since that date:

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4.12. Litigation. Except as set forth in Schedule 4.12 hereto, there are no actions, suits, claims, arbitration proceedings, or other proceedings or investigations (whether or not purportedly on behalf of or against the Company) pending, or, to the Company’s Knowledge, threatened at law or in equity, or before any federal, state, municipal or other governmental court, department, commission, board, bureau, agency or instrumentality, against or affecting the Company, properties, assets or business or against the Parent. Except as provided in Schedule 4.12, no such action, suit, proceeding or investigation has been filed against or^-affecting the Company, its properties, assets or business at any time from or after January 1, 2017. Except as provided in Schedule 4.12, there is no order, writ, injunction or decree of any federal, state, municipal court or other governmental department, commission, board, bureau, agency or instrumentality pending against the Company, its properties, assets or business.

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4.13. Legal Compliance.

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its business in compliance in all material respects with such Licenses.

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4.14. Tax Matters.

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4.15. Contracts, Leases, etc.

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(b)The Company has delivered copies of all Material Contracts to the Purchaser and each of such Material Contracts is true, complete and correct in all material respects. With respect to each Material Contract: (i) the Material Contract is legal, valid, binding, enforceable and in full force and effect; (ii) subject to obtaining any landlord or other third party consents required under such Material Contract in connection with a transfer of the Stock as described in Schedule 4.15, the Material Contract will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated by this Agreement; and (iii) to the Company’s Knowledge, no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification or acceleration, under the Contract. Neither the Company nor the Purchaser will be subject to any penalty or liquidated damages by reason of the,of Acquired Interests contemplated by this Agreement.

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4.16. Insurance. The Company currently maintains the insurance policies (including property, casualty, combined general liability and workers’ compensation insurance) listed in Schedule 4.16 hereto, each of which is in full force and effect. Each such policy is adequate and customary for the business engaged in by the Company and is sufficient for the Company to comply with all requirements of law and with all requirements imposed by any Contract to which it is a party, and the premiums with respect to each such policy have been paid in full.

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4.17. Employees.

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4.18. Employee Benefit Plans.

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which the Company has a liability. Each of the arrangements set forth in Schedule 4.18 is hereinafter referred to as an “Employee Benefit Plan”.

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meaning of Section 414 of the Code or Section 4001 of ERISA (“ERISA Affiliate”).

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becoming payable by the Company to any current or former director, officer, consultant, independent contractor or employee of the Company or result in the vesting, acceleration of payment, or increases in the amount of any benefit payable to or in respect of any such current or former director, officer, consultant, independent contractor or employee.

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4.19. Brokers. The Company has not employed any broker, finder or agent, nor has the Company otherwise dealt with or become in any way obligated for any consultant’s, broker’s, finder’s, agent’s or similar fee with respect to the transactions contemplated by this Agreement.

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4.20. Full Disclosure. No representation or warranty by the Seller in this Agreement and no statement contained in the schedules to this Agreement or any certificate or other document furnished or to be furnished to the Purchaser pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

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Section 5. Representations and Warranties Concerning the Transaction.

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5.1. Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser that the statements contained in this Section 5.1 are correct and complete as of the date of this Agreement and will be correct and complete as of the Effective Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 5.1) with respect to itself

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the Seller to execute, deliver and perform this Agreement and each such other documents.

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5.2. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Seller as follows, as of the date hereof and as of the Effective Date:

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be obtained by the Purchaser for the consummation of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereunder will (i) violate any statute, regulation, injunction, judgment, order, decree or ruling to which the Purchaser is subject, nor will it require the authorization or approval of, or the filing of any notice with any governmental agency or authority; or (ii) result in a violation or breach of any term or provision of, or constitute a default under, the Purchaser’s organizational documents, operating agreement or any Contract to which the Purchaser is a party or by which it is bound; or (iii) result in any lien, charge, pledge, encumbrance or limitation on alienability of any kind upon the Acquired Interests.

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Investment Intent. The Purchaser is acquiring the Acquired Interests for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the “Securities Act”) thereof The Purchaser understands that the Acquired Interests has not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

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Brokers. The Purchaser has not employed any broker, finder or agent, nor has the Purchaser become in any way obligated for any consultant’s, broker’s, finder’s, agent’s or similar fee with respect to the transactions contemplated by this Agreement. The Purchaser has not otherwise dealt with any broker, finder or agent, with respect to the transactions contemplated by this Agreement.

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Section 6. Covenants Which Survive the Closing.

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6.1. Non-Competition and Non-Solicitation Covenants.

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(each, a “Restricted Party”) shall not (except on behalf of the Company):

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for temporary or permanent injunctive relief for the breach by such Restricted Party of any such provision.

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6.2. Confidentiality. From and after the Closing, the Restricted Parties shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Company, except to the extent that the Restricted Party can show that such information (a) is generally available to and known by the public through no fault of the Restricted Party, any of its Affiliates or their respective Representatives; or (b) is lawfully acquired by the Restricted Party, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If a Restricted Party or any of its Affiliates or their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of law, such Restricted Party shall promptly notify the Purchaser in writing and shall disclose only that portion of such information which such Restricted Party is advised by its counsel in writing is legally required to be disclosed, provided that such Restricted Party shall use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.

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6.3. Blue-Pencil Doctrine. Each Restricted Party acknowledges that the restrictions contained in this Section 6 are necessary to protect the legitimate interests of the Purchaser and constitute a material inducement to the Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. The covenants contained in this Section 6 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

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6.4. Use of Trade Names. From and after the Closing, neither Restricted Party shall use the names “Absolutely Cool Air,” “Martin County Air,” or any other trade name or logo currently used by the Company in the Business or any variation thereof for any purpose.

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6.5. Public Announcements. Unless otherwise required by applicable law (based upon the reasonable advice of counsel), Seller shall not make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the Purchaser.

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6.6. Further Assurances. Each of the parties hereto, both before and after the Closing, shall take such further actions and execute such additional documents as may be necessary or reasonably requested from time to time by the other Party to consummate the transactions contemplated hereby.

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Section 7. Tax Matters.

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7.1. Tax Covenants.

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Purchaser and the Seller shall negotiate in good faith and use their reasonable best efforts to resolve such items. If the Purchaser and the Seller are unable to reach such agreement within ten days after receipt by the Purchaser of such notice, the disputed items shall be resolved by an impartial nationally recognized firm of independent certified public accountants, other than the Seller’s accountants or the Purchaser’s accountants, appointed by mutual agreement of the Purchaser and the Seller (the “Independent Accountant”) and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by the Purchaser and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by the Purchaser and the Seller. The preparation and filing of any Tax Return of the Company that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of the Purchaser.

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7.2. Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Effective Date. After such date neither the Company, the Seller nor any of the Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.

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7.3. Tax Indemnification. The Seller shall indemnify the Company, the Purchaser, and each Purchaser Indemnitee and hold them harmless from and against (a) any Losses (as hereinafter defined) attributable to any breach of or inaccuracy in any representation or warranty made in Section 4.14; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Section 6; (c) all Taxes of the Company or relating to the business of the Company for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Effective Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Effective Date. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith. The Seller shall reimburse the Purchaser for any Taxes of the Company that are the responsibility of the Seller pursuant to this Section 7 within ten Business Days after payment of such Taxes by the Purchaser or the Company.

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7.4. Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Effective Date (each such period, a

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“Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:

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7.5. Contests. The Purchaser agrees to give written notice to the Seller of the receipt of any written notice by the Company, the Purchaser or any of the Purchaser’s Affiliates which involves the assertion of any claim, or the commencement of any Action, in respect of which an indemnity may be sought by the Purchaser pursuant to this Section 7 (a “Tax Claim”); provided, that failure to comply with this provision shall not affect the Purchaser’s right to indemnification hereunder. The Purchaser shall control the contest or resolution of any Tax Claim; provided, however, that the Purchaser shall obtain the prior written consent of the Seller (which consent shall not be unreasonably withheld or delayed) before entering into any settlement of a claim or ceasing to defend such claim; and, provided further, that the Seller shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by the Seller.

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7.6. Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this Section 7 or in connection with any audit or other proceeding in respect of Taxes of the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of the Seller and the Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Effective Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Effective Date, the Seller or the Purchaser (as the case may be) shall provide the other party with reasonable written notice and offer the other party the opportunity to take custody of such materials.

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7.7. Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

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7.8. Survival. Notwithstanding anything in this Agreement to the contrary, the provisions of Section 4.14 and this Section 7 shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus 60 days.

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7.9. Overlap. To the extent that any obligation or responsibility pursuant to Section 10 may overlap with an obligation or responsibility pursuant to this Section 7, the provisions of this Section 7 shall govern.

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Section 8. Conditions Precedent to Closing by Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by it at or subsequent to the Closing under this Agreement is subject to the fulfillment prior to or at the Closing of each and every one of the following conditions:

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8.1. Representations and Warranties. All representations of the Company set forth in Section 4 above and the Sellers set forth in Section 5.1 above shall have been true and correct on the Effective Date and shall be true and correct in all material respects as of the Closing Date.

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8.2. Delivery of Evidence of Transfer. The Seller shall have tendered to the Purchaser evidence of the transfer of the Acquired Interests, together with an endorsement thereof, and if then required by law, transfer stamps, each in proper form to transfer valid and unencumbered title to the Acquired Interests to the Purchaser.

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8.3. Corporate Records. The Seller shall have caused to be delivered to the Purchaser, originals of the capitalization table, financial records and all other corporate records and documents relating to the Company (except for such original financial records, if any, that the Seller or the Company may be required to retain to comply with the Code or any other applicable tax law, in which case the Seller shall give the Purchaser copies of all such documents that it so retains).

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8.4. Consents. The Purchaser shall have received third-party consents in form and substance satisfactory to the Purchaser and its counsel, to the consummation of the sale of the Acquired Interests to the Purchaser from each party to any Contract of the Company under which such sale would constitute a default, would accelerate obligations of the Company or would permit cancellation of such Contract.

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8.5. Closing Certificates.

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performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and

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Section 9. Conditions Precedent to Closing by Seller. The obligation of the Seller to consummate the transactions to be performed by it at or subsequent to the Closing under this Agreement is subject to the fulfillment prior to or at the Closing of each and every one of the following conditions:

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9.1. Representations and Warranties. All representations and warranties of the Purchaser set forth in Section 5.2 above shall have been true and correct in all material respects as of the Effective Date and shall be true and correct in all material respects as of the Closing Date.

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9.2. Closing Certificate.

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adopted in connection with the transactions contemplated hereby and thereby; and

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Section 10. Indemnification.

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10.1. Survival of Representations and Warranties. Except for the Fundamental Representations, which shall survive indefinitely, all representations and warranties contained in the Transaction Documents shall survive the execution and delivery of this Agreement and the Closing hereunder until the date which is eighteen (18) months after the Effective Date (the “Expiration Date”); provided, however, that if written notice of an action or claim for Losses related to a third party claim or circumstances existing as of the Expiration Date has been given prior to the Expiration Date, then the representations and warranties shall survive as to such action or claim until such action or claim has been fully resolved;.

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10.2. Purchaser’s Right to Indemnification. Subject to the other terms and conditions of this Section 10, the Seller shall defend, indemnify and hold harmless the Purchaser and its Affiliates and their respective directors and officers (the “Purchaser Indemnitees”) from and against (i) any and all losses, obligations, liabilities, damages, claims, deficiencies, costs and expenses (including, but not limited to, the amount of any settlement and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of the matter) (collectively, “Losses”), which may be asserted against or sustained or incurred by the Purchaser Indemnitees in connection with, arising out of, or relating to any inaccuracy in, misrepresentation, breach or alleged breach of any of the representations, warranties, agreements and covenants made by the Seller in the Transaction Documents; and (ii) any and all costs and expenses (including, but not limited to, reasonable legal expenses) incurred by the Purchaser Indemnitees in connection with the enforcement of their rights under the Transaction Documents.

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10.3. Seller’s Rights to Indemnification. The Purchaser shall defend, indemnify and hold harmless the Seller and their Affiliates and their respective directors and officers, as applicable (the “Seller Indemnitees”), from and against (i) any and all Losses, which may be asserted against or sustained or incurred by the Seller Indemnitees in connection with, arising out of, or relating to any inaccuracy in, misrepresentation, breach or alleged breach of any of the representations, warranties, agreements and covenants made by Purchaser in the Transaction Documents, and (ii) any and all costs and expenses (including, but not limited to, reasonable legal expenses) incurred by the Seller in connection with the enforcement of its rights under the Transaction Documents.

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10.4. Limitations of Liability.

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which the Indemnified Parties would otherwise be entitled to indemnification pursuant to this Section 10 exceeds an amount equal to $5,000.00 (the “Basket”), at which time the Indemnifying Party shall only be obligated to indemnify the Indemnified Parties for the entire amount of such Losses. Notwithstanding anything to the contrary in this Section 10.4, the Basket shall not apply to any Losses arising out of or in connection with fraud or intentional misrepresentation.

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10.5. Indemnification Procedures.

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10.6. Sole Remedy. Notwithstanding anything to the contrary contained in this Agreement and notwithstanding any otherwise available right or remedy of the Parties, at law or in equity, the Parties agree that the sole and exclusive remedy for any breach of this Agreement by the other Party, including any misrepresentation, breach of covenant or warranty, or for any other Loss, cost damage or expense relating to, arising out of or otherwise connected with this Agreement or the transactions contemplated hereunder shall be the right of indemnification as and to the extent set forth in this Section 10, and invocation of Seller’s rights under the Pledge Agreement upon an event of default under the Note, each of which documents and the remedies contained therein shall remain fully enforceable in accordance with their terms, and in all events subject to all of the limitations herein, the Parties waiving all and each other remedy available to it at law or in equity. This provision is not intended and will not be construed as limiting in any fashion the right of any of the Parties to assert and pursue any claims based on fraud or willful misrepresentations.

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Section 11. Miscellaneous.

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11.1. Expenses.

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11.2. Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered by hand, one day after transmittal by an internationally recognized overnight courier service, or three days after being sent by registered o certified mail, return receipt requested, postage prepaid, in each case addressed as follows:

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or to such other address as either Party may designate from time to time by notice in the manner set forth above.

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11.3. Entire Agreement. This Agreement (including the schedules and exhibits hereto), together with all other Transaction Documents executed by the parties, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior memoranda, correspondence, conversations and negotiations.

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11.4. Counterparts. This Agreement may be executed in any number of counterparts and, as so executed, shall constitute one agreement binding on all the parties hereto, notwithstanding that the parties may not have executed the same counterpart. Facsimile transmissions, or electronic transmissions in .pdf format, of any executed original document and/or retransmission of any executed facsimile or .pdf transmission shall be deemed to be the same as the delivery of an executed original.

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11.5. Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective heirs, successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party.

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11.6. Headings. The headings of the sections of this Agreement have been assigned for convenience only and shall not be construed as limiting, defining or affecting the substantive terms of this Agreement.

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11.7. Amendments. This Agreement may be amended or waived only by a writing executed by the parties hereto. No waiver of any breach of this Agreement shall be deemed to be a waiver of any subsequent breach of a similar or like nature.

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11.8. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of

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the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

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11.9. Arbitration. Any dispute or claim arising out of or in connection with this Agreement between the Purchaser, on the one hand, and the Seller, on the other hand, shall be determined by binding arbitration conducted in accordance with the commercial arbitration rules of JAMS before a single arbitrator in Boston, Massachusetts appointed in accordance with said rules. All parties shall abide by the arbitrator’s decision, which shall be binding and non-appealable, and judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this Section 11.9, without breaching this arbitration provision. The non-prevailing party in any arbitration proceeding hereunder shall pay the attorneys’ fees and costs of the prevailing party.

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11.10. Governing Law. All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the exhibits and schedules hereto (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to agreements executed and performed entirely within such State, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

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Section 12. Interpretation; Definitions.

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12.1. Rules of Interpretation. The words “hereby,” “herein,” “hereof;” “hereunder” and words of similar import refer to this Agreement as a whole (including any Exhibits and Schedules hereto) and not merely to the specific section, paragraph or clause in which such word appears. All references herein to Sections, Exhibits and Schedules shall be deemed references to Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The definitions given for terms in Section 12.2 and elsewhere in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Except as otherwise expressly provided herein, all references to “dollars” or “$” shall be deemed references to the lawful money of the United States of America. The use of “or” is not intended to be exclusive unless expressly indicated otherwise.

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12.2. Certain Defined Terms. For the purposes of this Agreement, the following terms have the meaning set forth below:

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“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under

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common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through owners of voting securities, by contract or otherwise.

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“Agreed Accounting Principles” means (i) other than with respect to the calculation of Closing Net Working Capital, GAAP using the same accounting methods, policies, practices, procedures, classifications, judgments or estimation methodologies used in the Latest Balance Sheet, and (ii) with respect to the calculation of Closing Net Working Capital, using the same accounting methods, policies, practices, procedures, classifications, judgments or estimation methodologies used in the calculation of the Target Net Working Capital.

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“Base Purchase Price” means $387,000.00.

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“Business Day” means any day of the year on which national banking institutions in New York are open to the public for conducting business and are not required or authorized to close.

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“Closing Net Working Capital” means, with respect to the Company, as of 11:59 p.m. on the Effective Date, net working capital of the Company calculated in accordance with the Agreed Accounting Principles. Further to the preceding sentence, the determination of the Estimated Purchase Price and the Purchase Price will be in accordance with the Agreed Accounting Principles (and without any change in or introduction of any new reserves), and without duplication to any items counted in such determination. The parties agree that the purpose of preparing and calculating the Closing Net Working Capital hereunder is to measure changes in Closing Net Working Capital without the introduction of new or different accounting methods, policies, practices, procedures, classifications, judgments or estimation methodologies from the Agreed Accounting Principles.

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“Closing Transaction Expenses” means the aggregate amount of fees and expenses of the Company relating to the transactions contemplated hereby (1) for investment banking services for the Company, (ii) for accounting and tax services for the Company and (iii) for legal services to the Company, in each case for clauses (i), (ii) and (iii) above to the extent unpaid at the time of determination (which, unless otherwise expressly indicated herein, will be the Closing) and to the extent related to the transactions contemplated hereby.

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“Code” shall mean the Internal Revenue Code of 1986, as amended.

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“Company’s Knowledge” or “Knowledge of the Company” means the actual knowledge of the any of the executive officers of the Company or Bhaskar Panigrahi.

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“Contract” means any contract, agreement, indenture, note, bond, loan, instrument, lease, commitment or other arrangement or agreement.

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“Fundamental Representations” shall mean (i) as applied to the Company, any representations or warranties contained in Sections 4.1 through 4.5, 4.7, 4.14, 4.18 and/or 4.19, (ii) as applied to any Seller, any representations or warranties of such Seller contained in Sections 5.1(a) through (e) and/or 5.1(g).

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“GAAP” means generally accepted United States accounting principles as of the date hereof.

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“Indebtedness” means (i) the unpaid principal amount of, and accrued interest on, all indebtedness for borrowed money of the Company, (ii) any obligations under capitalized leases with respect to which the Company is liable, determined on a consolidated basis in accordance with GAAP, (iii) breakage costs payable upon termination on the Effective Date of any obligations of the Company under interest rate swap, currency swap, forward currency or interest rate contracts or other interest rate or currency hedging arrangements, and (iv) all outstanding reimbursement obligations in respect of drawn letters of credit issued for the account of the Company.

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“IRS” means the United States Internal Revenue Service. “Latest Balance Sheet” has the meaning set forth in Section 4.6. “Lien” means any and all encumbrances, liens, charges, security interests, options, claims, mortgages, deeds of trust, pledges, proxies, equitable interests, rights of way, easements, encroachments, servitudes, adverse claims, exceptions, reservations, rights of occupation, any matter capable of registration against title, voting trusts, rights of preemption, rights of first refusal, first offer or first negotiation or similar restrictions, or other restrictions on title, transfer, use, voting, or other attributes of ownership of any nature whatsoever, including any conditional sale Contracts, title retention Contracts or other Contracts to give or create any of the foregoing.

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“Material Adverse Effect” means “ any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise) or assets of the Company, or (b) the ability of Seller to consummate the transactions contemplated hereby on a timely basis; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Company operates; (iii) any changes in financial or securities markets in general; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement, except pursuant to Section 4.05 (vi) any changes in applicable laws or accounting rules, including GAAP; or (vii) the public announcement, pendency or completion of the transactions contemplated by this Agreement; provided further, however, that any event, occurrence, fact, condition or change referred to in clauses (i) through (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Company compared to other participants in the industries in which the Company conducts its businesses.

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“Party” means the Purchaser or the Seller. hit

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“Person” means any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, governmental body or subdivision, or regulatory agency or other entity.

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“Preliminary Closing Statement” has the meaning set forth in Section 2.2(a).

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“Seller’s Knowledge” or “Knowledge of Seller” means the actual knowledge of such Seller after due inquiry, and the knowledge that the Seller would have reasonably obtained in the performance of his duties for the Company in the capacity of Managing Member.

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“Target Net Working Capital” means $8,813.40.

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“Tax” or “Taxes” means any federal, state, local, or foreign, income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, severance, stamp, withholding, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, net worth, intangibles, social security, unemployment, payroll, license, employee, or other tax or similar levy, of any kind whatsoever imposed by a governmental authority, whether computed on a separate or consolidated, unitary or combined basis, including any interest, penalties, or additions to tax in respect of the foregoing, whether disputed or not.

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“Tax Return” means any return, declaration, report, information return, or other document (including any related elections, schedules, statements, or information or any amendment thereof) filed or required to be filed in connection with the determination, assessment, or collection of any Tax.

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“Taxing Authority” means any governmental agency or regulatory authority with the legal authority to collect or impose Taxes.

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[Remainder of page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the day, month and year first above written.

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