{"id":43615,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/share-purchase-agreement-spx-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"share-purchase-agreement-spx-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/share-purchase-agreement-spx-corp.html","title":{"rendered":"Share Purchase Agreement – SPX Corp."},"content":{"rendered":"

This Agreement has been prepared by Dundas & Wilson CS LLP
\n(“D&W”) in the course of its acting for Clyde Blowers Capital S. r.l,
\nSCF-VI Offshore L.P and the Management (as defined herein) (together “Our
\nClients”). D&W is not responsible to anyone other than Our Clients for
\nproviding the protections afforded to our clients generally or for providing
\nadvice in relation to the Agreement. You are advised that the signature of the
\nAgreement may have legal consequences and that you should consider taking
\nindependent legal advice before signing it.<\/strong><\/p>\n

SHARE PURCHASE AGREEMENT<\/strong><\/p>\n

between<\/p>\n

(1) CLYDE BLOWERS CAPITAL S. R.L.<\/strong><\/p>\n

(2) SCF-VI OFFSHORE L.P.<\/strong><\/p>\n

(3) APPLEBY NOMINEES (JERSEY) LIMITED<\/strong><\/p>\n

(4) THE MANAGEMENT<\/strong><\/p>\n

(5) SPX CORPORATION<\/strong><\/p>\n

and<\/p>\n

(6) THE RESTRICTED PERSONS<\/strong><\/p>\n

Relating to the sale and purchase of the whole of the issued
\nshare capital of<\/p>\n

CLYDE UNION (HOLDINGS) S. R.L.<\/strong><\/p>\n

Dated:<\/strong><\/p>\n

24 August 2011<\/p>\n

Ref: OM\/GMB\/CLY039.0002<\/p>\n\n\n\n\n\n\n\n
\n

Northwest Wing<\/p>\n<\/td>\n

<\/td>\n\n

Saltire Court<\/p>\n<\/td>\n

<\/td>\n\n

191 West George Street<\/p>\n<\/td>\n<\/tr>\n

\n

Bush House, Aldwych<\/p>\n<\/td>\n

<\/td>\n\n

20 Castle Terrace<\/p>\n<\/td>\n

<\/td>\n\n

Glasgow<\/p>\n<\/td>\n<\/tr>\n

\n

London WC2B 4EZ<\/p>\n<\/td>\n

<\/td>\n\n

Edinburgh EH1 2EN<\/p>\n<\/td>\n

<\/td>\n\n

G2 2LD<\/p>\n<\/td>\n<\/tr>\n

\n

Tel:+44(0)20 7240 2401<\/p>\n<\/td>\n

<\/td>\n\n

Tel:+44(0)131 228 8000<\/p>\n<\/td>\n

<\/td>\n\n

Tel:+44(0)141 222 2200<\/p>\n<\/td>\n<\/tr>\n

\n

Fax:+44(0)20 7240 2448<\/p>\n<\/td>\n

<\/td>\n\n

Fax:+44(0)131 228 8888<\/p>\n<\/td>\n

<\/td>\n\n

Fax:+44(0)141 222 2201<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

\n

<\/p>\n

INDEX<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

1.<\/em><\/p>\n<\/td>\n

\n

Definitions and Interpretation<\/em><\/p>\n<\/td>\n

\n

5<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

2.<\/em><\/p>\n<\/td>\n

\n

Sale and Purchase of Shares<\/em><\/p>\n<\/td>\n

\n

14<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

3.<\/em><\/p>\n<\/td>\n

\n

Consideration<\/em><\/p>\n<\/td>\n

\n

14<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

4.<\/em><\/p>\n<\/td>\n

\n

Conditions<\/em><\/p>\n<\/td>\n

\n

16<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

5.<\/em><\/p>\n<\/td>\n

\n

Interim Period<\/em><\/p>\n<\/td>\n

\n

17<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

6.<\/em><\/p>\n<\/td>\n

\n

Completion<\/em><\/p>\n<\/td>\n

\n

17<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

7.<\/em><\/p>\n<\/td>\n

\n

Warranties<\/em><\/p>\n<\/td>\n

\n

18<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

8.<\/em><\/p>\n<\/td>\n

\n

Purchaser153s Undertakings<\/em><\/p>\n<\/td>\n

\n

20<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

9.<\/em><\/p>\n<\/td>\n

\n

Change of Name<\/em><\/p>\n<\/td>\n

\n

23<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

10.<\/em><\/p>\n<\/td>\n

\n

Pensions<\/em><\/p>\n<\/td>\n

\n

24<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

11.<\/em><\/p>\n<\/td>\n

\n

Release of Letters of Credit<\/em><\/p>\n<\/td>\n

\n

24<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

12.<\/em><\/p>\n<\/td>\n

\n

Confidentiality<\/em><\/p>\n<\/td>\n

\n

24<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

13.<\/em><\/p>\n<\/td>\n

\n

Announcements<\/em><\/p>\n<\/td>\n

\n

25<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

14.<\/em><\/p>\n<\/td>\n

\n

Further Assurance<\/em><\/p>\n<\/td>\n

\n

25<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

15.<\/em><\/p>\n<\/td>\n

\n

Time of the Essence<\/em><\/p>\n<\/td>\n

\n

25<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

16.<\/em><\/p>\n<\/td>\n

\n

Notices<\/em><\/p>\n<\/td>\n

\n

25<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

17.<\/em><\/p>\n<\/td>\n

\n

Assignment<\/em><\/p>\n<\/td>\n

\n

28<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

18.<\/em><\/p>\n<\/td>\n

\n

Costs<\/em><\/p>\n<\/td>\n

\n

29<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

19.<\/em><\/p>\n<\/td>\n

\n

Entire Agreement<\/em><\/p>\n<\/td>\n

\n

29<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

20.<\/em><\/p>\n<\/td>\n

\n

Variation<\/em><\/p>\n<\/td>\n

\n

29<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

21.<\/em><\/p>\n<\/td>\n

\n

Survival of Provisions<\/em><\/p>\n<\/td>\n

\n

29<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

22.<\/em><\/p>\n<\/td>\n

\n

Invalidity<\/em><\/p>\n<\/td>\n

\n

30<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

23.<\/em><\/p>\n<\/td>\n

\n

Waivers<\/em><\/p>\n<\/td>\n

\n

30<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

24.<\/em><\/p>\n<\/td>\n

\n

No Set Off<\/em><\/p>\n<\/td>\n

\n

30<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

25.<\/em><\/p>\n<\/td>\n

\n

Counterparts<\/em><\/p>\n<\/td>\n

\n

30<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

26.<\/em><\/p>\n<\/td>\n

\n

Governing Law and Jurisdiction<\/em><\/p>\n<\/td>\n

\n

30<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

27.<\/em><\/p>\n<\/td>\n

\n

Rights of Third Parties<\/em><\/p>\n<\/td>\n

\n

30<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

28.<\/em><\/p>\n<\/td>\n

\n

Service of Process<\/em><\/p>\n<\/td>\n

\n

31<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

29.<\/em><\/p>\n<\/td>\n

\n

Execution<\/em><\/p>\n<\/td>\n

\n

31<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

Schedule 1<\/em><\/p>\n<\/td>\n

\n

32<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

Section 1 The Sellers<\/p>\n<\/td>\n

\n

34<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2 The Management<\/p>\n<\/td>\n

\n

37<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3 The Restricted Persons<\/p>\n<\/td>\n

\n

38<\/p>\n<\/td>\n<\/tr>\n

\n

Schedule 2 Particulars of the Company and Subsidiaries<\/p>\n<\/td>\n

\n

40<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1 Particulars of the Company<\/p>\n<\/td>\n

\n

40<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2 Particulars of the Subsidiaries<\/p>\n<\/td>\n

\n

42<\/p>\n<\/td>\n<\/tr>\n

\n

Schedule 3 Completion<\/p>\n<\/td>\n

\n

84<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1 Completion Documents<\/p>\n<\/td>\n

\n

84<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/p>\n

Section 2 Board Meetings<\/p>\n<\/td>\n

\n

87<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3 Purchaser153s Documents<\/p>\n<\/td>\n

\n

88<\/p>\n<\/td>\n<\/tr>\n

\n

Schedule 4 The Seller Warranties<\/p>\n<\/td>\n

\n

89<\/p>\n<\/td>\n<\/tr>\n

\n

Schedule 5 The Management Warranties<\/p>\n<\/td>\n

\n

91<\/p>\n<\/td>\n<\/tr>\n

\n

Schedule 6 Purchaser153s Warranties<\/p>\n<\/td>\n

\n

106<\/p>\n<\/td>\n<\/tr>\n

\n

Schedule 7 The Pension Provisions<\/p>\n<\/td>\n

\n

107<\/p>\n<\/td>\n<\/tr>\n

\n

Schedule 8 Limitations on Liability<\/p>\n<\/td>\n

\n

122<\/p>\n<\/td>\n<\/tr>\n

\n

Schedule 9 Conditions<\/p>\n<\/td>\n

\n

127<\/p>\n<\/td>\n<\/tr>\n

\n

Schedule 10 Interim Period<\/p>\n<\/td>\n

\n

128<\/p>\n<\/td>\n<\/tr>\n

\n

Schedule 11 Net Debt Calculation<\/p>\n<\/td>\n

\n

132<\/p>\n<\/td>\n<\/tr>\n

\n

Schedule 12 Letters of Credit and Foreign Exchange Contracts<\/p>\n<\/td>\n

\n

133<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1 Letters of Credit<\/p>\n<\/td>\n

\n

133<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2 Foreign Exchange Contracts<\/p>\n<\/td>\n

\n

145<\/p>\n<\/td>\n<\/tr>\n

\n

Schedule 13 Expert<\/p>\n<\/td>\n

\n

147<\/p>\n<\/td>\n<\/tr>\n

\n

Schedule 14 Capital Expenditure Plan<\/p>\n<\/td>\n

\n

148<\/p>\n<\/td>\n<\/tr>\n

\n

Schedule 15<\/p>\n<\/td>\n

\n

149<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1 Earn Out<\/p>\n<\/td>\n

\n

149<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2 Covenants<\/p>\n<\/td>\n

\n

152<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

<\/p>\n

THIS AGREEMENT is made on 24 August 2011<\/strong><\/p>\n

AMONG<\/p>\n

(1) CLYDE BLOWERS CAPITAL S. R.L<\/strong> a private limited
\nliability company (“soci t a responsibilit limit e<\/strong>“)
\nincorporated in Luxembourg (registered number B141248) and having its registered
\naddress at 37 Rue d153Anvers L-1130, Luxembourg (“Clyde<\/strong>“);<\/p>\n

(2) SCF-VI OFFSHORE L.P.<\/strong> a limited partnership registered in
\nthe Cayman Islands and having its registered office at Maples Corporate Services
\nLimited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
\n(“SCF<\/strong>“);<\/p>\n

(3) APPLEBY NOMINEES (JERSEY) LIMITED<\/strong> a company incorporated
\nin Jersey (registered number 3051), whose registered office is at PO Box 207,
\n13-14 Esplanade, St Helier, Jersey, JE1 1BD (“Appleby<\/strong>“);<\/p>\n

Clyde<\/strong>, SCF<\/strong> and Appleby<\/strong>
\nare hereinafter collectively referred to as the “Sellers<\/strong>“<\/p>\n

(4) THE PERSONS<\/strong> whose names and addresses are set out in
\nSection 2 of Schedule 1 (the “Management<\/strong>“);<\/p>\n

(5) SPX CORPORATION<\/strong> a company incorporated in Delaware, USA
\nand having its principal place of business at 13515 Ballantyne Corporate Place,
\nCharlotte, North Carolina 28277, United States (the
\n“Purchaser<\/strong>“); and<\/p>\n

(6) THE PERSONS <\/strong>whose names and addresses are set out in
\nSection 3 of Schedule 1 (the “Restricted Persons<\/strong>“).<\/p>\n

INTRODUCTION<\/strong><\/p>\n

A. CLYDE UNION (HOLDINGS) S. R.L<\/strong> is a private limited
\nliability company (“soci t a responsibilit limit e<\/strong>“)
\nincorporated in Luxembourg (registered number B140256), (the
\n“Company<\/strong>“) details of which are set out in Section 1
\n(Particulars of the Company) <\/em>of Schedule 2.<\/p>\n

B. Clyde and SCF are the legal and beneficial owners of approximately 96.89
\nper cent of the issued share capital of the Company and, as such, have the
\nright, power and authority to sell and transfer the Shares shown adjacent to
\ntheir names in column 2 of Section 1 (The Sellers)<\/em> of Schedule 1 in the
\nmanner contemplated by this Agreement.<\/p>\n

C. Appleby is the legal owner of approximately 3.11 per cent of the issued
\nshare capital of the Company and, as such, has the right, power and authority to
\nsell and transfer the ownership of the Shares shown adjacent to its name in
\ncolumn 2 of Section 1 (The Sellers<\/em>) of Schedule 1 in the manner
\ncontemplated by this Agreement.<\/p>\n

D. The Sellers have agreed to sell and the Purchaser has agreed to purchase
\nthe Shares on the terms and subject to the conditions of this Agreement.<\/p>\n

4<\/p>\n

\n

<\/p>\n

E. The Management are joining in this Agreement, inter alia<\/em> to give
\nthe restrictive covenants set out in Clause 8.4.2, the warranties set out in
\nSchedule 5 (The Management Warranties)<\/em> and the undertakings set out in
\nSchedule 10 (Interim Period)<\/em>.<\/p>\n

F. The Restricted Persons are joining in this Agreement to give the
\nrestrictive covenants set out in Clause 8.4.3.<\/p>\n

NOW IT IS AGREED as follows:<\/strong><\/p>\n

1. DEFINITIONS AND INTERPRETATION<\/strong><\/p>\n

1.1 In this Agreement, unless the context otherwise requires, the following
\nwords and phrases have the meanings stated:<\/p>\n

Additional Period<\/strong> has the meaning ascribed to it in Clause
\n7.9.<\/p>\n

Affiliate<\/strong> means, in relation to any body corporate (whether
\nor not registered in the United Kingdom), any holding company or subsidiary of
\nsuch body corporate or any subsidiary of a holding company of such body
\ncorporate;<\/p>\n

Appleby Assigned Amount <\/strong>shall have the meaning ascribed to
\nit in paragraph 2.1.3(a)(i) of Schedule 8 (Limitations on Liability)<\/em>;\n<\/p>\n

Appleby Warranties<\/strong> means the warranties contained in
\nSchedule 4 (except paragraphs 2.1.1 and 2.2);<\/p>\n

Applicable Law<\/strong> means, with respect to any Person, property,
\ntransaction, event or other matter, (a) any foreign or domestic constitution,
\ntreaty, law, statute, regulation, code, ordinance, principle of common law or
\nequity, rule, municipal by-law, Order or other requirement having the force of
\nlaw; or (b) any policy, practice, protocol, standard or guideline of any
\nGovernmental Authority which, although not necessarily having the force of law,
\nis regarded by such Governmental Authority as requiring compliance as if it had
\nthe force of law (collectively, the “Law<\/strong>“) relating or
\napplicable to such Person, property, transaction, event or other matter and also
\nincludes, where appropriate, any interpretation of the Law (or any part thereof)
\nby any Person having jurisdiction over it, or charged with its administration or
\ninterpretation;<\/p>\n

Asbestos Liabilities<\/strong> means any Liabilities, claim, demand,
\ndebt, liability, obligation or litigation asserted against any member of the
\nGroup, whether in negligence, strict liability, tort, products liability, breach
\nof warranty or any other legal or equitable theory, arising out of or resulting
\nfrom death, bodily injury, sickness, disease or other personal injury or health
\ncondition of or to individuals caused, or alleged to have been caused, by: (a)
\nexposure prior to the Completion Date to asbestos-containing products,
\ncomponents or parts that were engineered, designed, manufactured or sold by such
\nGroup Company prior to the Completion Date; or (b) exposure prior to the
\nCompletion Date of employees, independent contractors or former employees or
\nindependent contractors of any Group Company to asbestos or asbestos-containing
\nmaterials on Group Company real properties or any formerly owned or leased real
\nproperty of any Group Company. For purposes of this definition, the term
\n“independent contractor<\/strong>” shall mean: (i) a natural Person
\nengaged by a Group Company under a contract of service or apprenticeship; or
\n(ii) a natural Person employed or engaged by a subcontractor to a Group Company,
\nwhich natural Person provided services to such Group Company pursuant to such
\nsubcontract relationship;<\/p>\n

Bank Club<\/strong> means the lenders under the Senior Facilities
\nAgreement comprising Bank of Scotland plc, Barclays Bank plc, HSBC Bank plc, The
\nRoyal Bank of Scotland plc, DNB Nor Bank ASA and Santander UK plc;<\/p>\n

Bank Debt<\/strong> means all debt due by the Group to the Bank Club
\npursuant to the Senior Facilities Agreement (excluding, for the avoidance of
\ndoubt, any Letters of Credit) (it being noted that this debt<\/p>\n

5<\/p>\n

\n

<\/p>\n

is expressed in different currency amounts and Clyde and the Purchaser shall
\nliaise prior to Completion to determine the most efficient method of ensuring
\nthat all such debt is discharged at Completion);<\/p>\n

Beneficial Owners<\/strong> means the persons identified as such in
\nSection 1 (The Sellers<\/em>) of Schedule 1.<\/p>\n

Business Confidential Information<\/strong> means all information not
\npublicly known, used in or otherwise relating to any Group Company153s business,
\ncustomers, or financial or other affairs, including information relating to (a)
\ntrade secrets, know-how, ideas, computer systems and computer software; (b)
\nfuture projects, business development or planning, commercial relationships and
\nnegotiations; and (c) the marketing of goods or services including customer
\nnames and lists, sales targets and statistics, provided that Business
\nConfidential Information shall not include any information concerning the
\nbusiness model of Clyde;<\/p>\n

Business Day<\/strong> means 9.00am to 5.00pm on any day (other than a
\nSaturday or Sunday or a public holiday) on which clearing banks are open for the
\ntransaction of normal banking business in London and in Luxembourg;<\/p>\n

Capital Expenditure Plan<\/strong> means the capital expenditure plan
\nset out in Schedule 14;<\/p>\n

Cash<\/strong> means the cash and cash equivalents held by or on
\nbehalf of any of the Group as at Completion as evidenced by the Group Cash Book
\nBalance and for the avoidance of doubt “Cash<\/strong>” shall include
\ncash or cash equivalents in any account in which cash or cash equivalents have
\nbeen withheld or otherwise set aside for the benefit of an applicable Tax
\nAuthority to satisfy Taxes or for the benefit of another Governmental Authority;\n<\/p>\n

Cathcart Property<\/strong> means 149 Newlands Road, Glasgow G44 4EX
\ntogether with the recreational property at Albert Park, Glasgow;<\/p>\n

Claim<\/strong> means a claim by the Purchaser under or in relation to
\nthe Warranties;<\/p>\n

Clyde Assigned Amount<\/strong> has the meaning ascribed to it at
\nparagraph 2.1.3(a) of Schedule 8 (Limitations on Liability)<\/em>;<\/p>\n

Company <\/strong>means Clyde Union (Holdings) S. r.l, details of
\nwhich are set out in Section 1 (Particulars of the Company)<\/em> of Schedule
\n2;<\/p>\n

Completion<\/strong> means the completion of the sale and purchase of
\nthe Shares in accordance with Clause 6 (Completion)<\/em>;<\/p>\n

Completion Date<\/strong> means the date on which Completion occurs;\n<\/p>\n

Completion Net Debt<\/strong> means the Net Debt Calculation at
\nCompletion as determined in accordance with Schedule 11 (Net Debt
\nCalculation)<\/em>;<\/p>\n

Conditions<\/strong> means the conditions set out in Schedule 9
\n(The Conditions)<\/em> and references to a Condition shall be construed
\naccordingly;<\/p>\n

Confidential Information<\/strong> means all information relating to
\nthe subject matter, provisions or negotiation of this Agreement (including
\nBusiness Confidential Information);<\/p>\n

Consideration<\/strong> means the consideration payable for the Shares
\nset out in Clause 3 (Consideration)<\/em>, including any balancing payments
\nin accordance with Clauses 3.5.3 or 3.5.4 and\/or in accordance with Schedule 13
\n(Expert<\/em>);<\/p>\n

Consideration Breakdown <\/strong>has the meaning ascribed in
\nparagraph 13 of Section 1 (Completion Documents) <\/em>of Schedule 3;<\/p>\n

6<\/p>\n

\n

<\/p>\n

CTA 2010<\/strong> means the Corporation Tax Act 2010;<\/p>\n

Database <\/strong>means:<\/p>\n

(a) all materials relating to Pump Packages (including drawings, general and
\nsectional arrangements, component drawings, bills of materials, internal sales
\norder documents, contract files, manuals, technical specifications and design
\nfiles, test schedules and similar materials); and<\/p>\n

(b) the library known as “e-standards” being an electronic library of
\ntechnical information covering design, hydraulics, information and methods;<\/p>\n

DB Pension Scheme <\/strong>means the DB Union Pension Plan;<\/p>\n

DBGS<\/strong> means David Brown Gear Systems Limited, a company
\nincorporated in England and Wales with registered number 06624684;<\/p>\n

Debt <\/strong>means without duplication and to the extent not paid
\nprior to Completion (a) the principal amount of the Bank Debt as of Completion,
\nother than contingent liabilities under uncalled letters of credit, performance
\nguarantees or the like (“Completion Bank Debt<\/strong>“), (b) the
\nprincipal amount of any other debt of the Group as of Completion which is
\nevidenced by a note, bond (which for the avoidance of doubt does not include any
\nLetter of Credit which has not been called or drawn upon), debenture or similar
\ninstrument, (“Note\/Bond\/Debenture Debt<\/strong>“) (c) all finance lease
\nobligations of the Group as of such date calculated in accordance with the
\naccounting policy used in the preparation of the statutory accounts of the Group
\nfor the year ended 31 December 2010 (“Finance Lease Debt<\/strong>“)
\n(provided that the actual finance leases relating thereto shall not be
\ndischarged), (d) the amount of US$3,000,000 (plus all accrued or unpaid interest
\n(if required)), being the amount of the deferred consideration due by the Group
\nin respect of the acquisition of the S&N Group (“Deferred
\nConsideration<\/strong>“), (e) all obligations due to the Sellers and their
\nAffiliates that are not a Group Company (including for the avoidance of doubt
\namounts due to Clyde and Clyde Blowers Capital IM LLP which shall all be settled
\npre Completion but excluding sums due to such Affiliates in the ordinary course
\nof trading and at arms153 length) (“Sellers153 Debt<\/strong>“), (f)
\nUS$2,394,596 due to DBGS in respect of the working capital adjustment in respect
\nof Project Bond (“DBGS Debt<\/strong>“), (g) break costs arising in
\nrespect of interest rate swaps on repayment of the Bank Debt (“Break
\nCosts<\/strong>“), (h) all accrued and unpaid interest and pre-payment fees or
\npenalties as of Completion in respect of the foregoing Debt (“Accrued
\nInterest<\/strong>“), (i) liabilities of the Group under interest rate swaps
\n(“Swaps<\/strong>“), (j) liabilities of the Group under derivatives other
\nthan forward contracts that offset currency risk that relate to trading
\nactivities (“Derivatives<\/strong>“), (k) any success fees arising as a
\nresult of the transaction set out in this Agreement and change of control
\npayments to employees, consultants, advisors and agents (“Transaction
\nDebt<\/strong>“) (l) any amount payable under the Textron Agreement in relation
\nto potential tax benefits deriving from the pension contributions made by
\nTextron (“Bond Tax Benefit Debt<\/strong>“) and (m) the sum of 860,000
\nin respect of an agreed payment relating to the DB Pension Scheme
\n(“Pension Contribution<\/strong>“). For the avoidance of doubt,
\n“Debt<\/strong>” shall not include and there shall be excluded from the
\nforegoing paragraphs any sums which comprise (i) trade or similar accounts
\npayable incurred in the ordinary course of business (including, trade or other
\naccounts payable from or to a Group Company, on the one hand, and the Sellers,
\non the other hand), (ii) accrued liabilities which are not interest bearing
\nobligations, except as specifically set forth in paragraphs (a) to (l) above,
\n(iii) Pension Liabilities (save for the Pension Contribution), (iv)
\nEnvironmental Liabilities; (v) Asbestos Liabilities, (vi) Letters of Credit
\nwhich have not been called or drawn upon or any obligations secured by a letter
\nof credit, surety bonds or performance guarantees, (vii) advance and\/or progress
\npayments invoiced to customers in accordance with normal contractual terms,
\n(viii) current and deferred Tax, (ix) amounts due to DBGS from Clyde Union DB
\nLimited in respect of the DB Pension Scheme as set out in a deed dated 26
\nNovember 2008 and which relate to the amounts due from DBGS under a Promissory
\nNote dated 12 November 2008; (x) warranty and\/or liquidated damages and other
\ncontactual (whether contingent or realised) Liabilities relating to customer
\ncontracts; (xi) “mark to market” accounting Liabilities in respect of foreign
\ncurrency forward contracts in respect of contractual payments and receipts
\nundertaken in the normal course of business; (xii) all capital expenditure
\ncommitments entered into by the Group as at Completion (including but not
\nlimited to any obligation in respect of the acquisition of the Cathcart
\nProperty); or (xiii) any intra group debt between or among the Company and any
\nof its Subsidiaries;<\/p>\n

7<\/p>\n

\n

<\/p>\n

Directors<\/strong> means the persons specified as directors of the
\nCompany and each of the Subsidiaries in Section 1 (Particulars of the
\nCompany<\/em>) and Section 2 (Particulars of the Subsidiaries<\/em>) of
\nSchedule 2 (the expression “Director<\/strong>” meaning any of them);\n<\/p>\n

Disclosed <\/strong>means facts, matters or other information fully,
\nfairly and clearly disclosed by or in the Disclosure Letter, or the Supplemental
\nDisclosure Letter in each case in such a manner and with such accuracy and
\ndetail so as to enable a reasonable purchaser to make an informed assessment of
\nthe fact, matter or information concerned, its nature and effect;<\/p>\n

Disclosure Letter<\/strong> means the letter having the same date as
\nthis Agreement from the Management to the Purchaser qualifying the Management
\nWarranties, the receipt of which has been acknowledged by the Purchaser or on
\nits behalf by the Purchaser153s Solicitors together with the documents attached
\nthereto or referred to therein;<\/p>\n

Employees<\/strong> means the employees of each Group Company;<\/p>\n

Encumbrance<\/strong> means any charge, mortgage, standard security,
\nfloating charge, pledge, hypothecation, hypothec and any lien, assignment,
\noption, restriction, claim, right of pre-emption, right of first refusal, third
\nparty right or interest, other encumbrance or security interest of any kind, or
\nother type of preferential arrangement (including a title transfer or retention
\narrangement) having similar effect;<\/p>\n

Environmental Liabilities<\/strong> means any Liabilities arising out
\nof any Environmental Law;<\/p>\n

Environmental Law<\/strong> means Applicable Law in respect of the
\nnatural environment, public or occupational health or safety, and the
\nmanufacture, importation, handling, transportation, storage, disposal and
\ntreatment of Hazardous Substances;<\/p>\n

Foreign Exchange Contracts <\/strong>means the foreign exchange
\ncontracts listed in Section 2 (Letters of Credit and Foreign Exchange
\nContracts)<\/em> of Schedule 12 (as updated by the Sellers immediately prior to
\nCompletion);<\/p>\n

Good Leaver <\/strong>means any person (“Relevant
\nEmployee<\/strong>“) who ceases to be employed by a member of the Group and any
\nof the following apply:<\/p>\n

(a) they have been unfairly dismissed (other than where the Relevant Employee
\nsucceeds in their claim for unfair dismissal (including any appeal) because the
\ndismissal is unfair solely as a result of a procedural breach on the part of the
\nrelevant Group Company in the termination process);<\/p>\n

(b) they have been wrongfully dismissed;<\/p>\n

(c) they have been made redundant; or<\/p>\n

(d) they have been constructively dismissed as agreed by the relevant Group
\nCompany or as determined by an employment tribunal or relevant court;<\/p>\n

Governmental Authority<\/strong> means:<\/p>\n

(a) any domestic or foreign government, whether national, federal,
\nprovincial, state, territorial, municipal or local (whether administrative,
\nlegislative, executive or otherwise);<\/p>\n

(b) any agency, authority, ministry, department, regulatory body, court,
\ncentral bank, bureau, board or other instrumentality having legislative,
\njudicial, taxing, regulatory, prosecutorial or administrative powers or
\nfunctions of, or pertaining to, government;<\/p>\n

(c) any court, tribunal, commission, individual, arbitrator, arbitration
\npanel or other body having adjudicative, regulatory, judicial, quasi-judicial,
\nadministrative or similar functions; and<\/p>\n

8<\/p>\n

\n

<\/p>\n

(d) any other body or entity created under the authority of or otherwise
\nsubject to the jurisdiction of any of the foregoing, including any stock or
\nother securities exchange or professional association.<\/p>\n

Group<\/strong> means the Company and the Subsidiaries;<\/p>\n

Group Cash Book Balance <\/strong>means the aggregate of the balances
\nof the cash books held by each Group Company as at Completion;<\/p>\n

Group Company<\/strong> means the Company or any of the Subsidiaries;\n<\/p>\n

Hazardous Substance<\/strong> means any solid, liquid, gas, odour,
\nheat, sound, vibration, radiation or combination of them that may impair the
\nnatural environment, injure or damage property or plant or animal life or harm
\nor impair the health of any individual and includes any contaminant, waste,
\nsubstance or material defined by Environmental Law as hazardous, toxic or
\ndangerous or any other substance or material prohibited, regulated or reportable
\npursuant to any Environmental Law;<\/p>\n

IFRS <\/strong>means International Financial Reporting Standards as
\nadopted within the European Union;<\/p>\n

Interim Period <\/strong>means the period from the Signing Date to the
\nCompletion Date;<\/p>\n

Interim Period Obligations<\/strong> means the obligations during the
\nInterim Period as set out in Clause 5 and Schedule 10 (Interim
\nPeriod<\/em>);<\/p>\n

Key Employees<\/strong> means Thomas Burley, Allan Dowie, Chadwick
\nTuttle, Stephen Gilbey, Crawford Gorrie, Shakil Ahmed, John Ian Morrison, Brian
\nScorer, Daniel Holstegge, Graham Robertson, Zillah Doyle, John Fleming, Mark
\nHannigan, Francis Barrett, Michel Fouche, Christina Dorett, Brian Edwards, Simon
\nWhittaker, Donald McIvor, Gary Dyson, Dick McAdam, Rakesh Amol, Thomas James
\nBrown, Tony Przybylek and Julio Cesar Dami o;<\/p>\n

Letters of Consent <\/strong>has the meaning ascribed in paragraph 9
\nof Section 1 (Completion Documents<\/em>) of Schedule 3;<\/p>\n

Letters of Credit<\/strong> means any bond, letter of credit,
\nguarantee, surety or other instrument issued by a third party and listed in
\nSection 1 (Letters of Credit<\/em>) of Schedule 12 (as updated by the Sellers
\nimmediately prior to Completion);<\/p>\n

Liabilities<\/strong> means any and all debts, liabilities and
\nobligations of any nature whatsoever, whether accrued or fixed, absolute or
\ncontingent, mature or unmatured or determined or indeterminable and Liability
\nshall be any one of these;<\/p>\n

Management <\/strong>means the persons whose names and addresses are
\nset out in Section 2 (The Management<\/em>) of Schedule 1;<\/p>\n

Management Warranties <\/strong>means the warranties in Schedule 5.\n<\/p>\n

Material Adverse Effect<\/strong> means any event, circumstance or
\nchange (including any breach of this Agreement) which is materially adverse to
\nthe business, properties, prospects, results of operations or financial
\ncondition of the Group as a whole; provided<\/u>, however<\/u>, that
\n“Material Adverse Effect<\/u>” shall not include the following nor shall any
\nof the following be taken into account in determining whether there has been a
\n“Material Adverse Effect<\/u>“: any effect, change or development attributable
\nto or resulting from (a) the announcement of this Agreement or the transactions
\ncontemplated hereby or the pendency or consummation of the transactions
\ncontemplated by this Agreement, (b) any change in relationship with any employee
\n(including any loss of employees), customer, supplier, joint venture partner,
\nthird party service provider or other contract counterparty that is attributable
\nto the Purchaser or any of its Affiliates, this Agreement or the transactions
\ncontemplated hereby, or the public announcement or the transactions becoming
\npublic as contemplated by this Agreement, (c) any act or omission of the Sellers
\nor the Group carried out (or omitted to be carried out) pursuant to this<\/p>\n

9<\/p>\n

\n

<\/p>\n

Agreement or with the prior written consent of the Purchaser, or taken or
\nomitted to be taken at the specific written request of the Purchaser, (d)
\nactions or omissions of the Purchaser, (e) events affecting the United States,
\nEuropean, Asian or global economies or the conditions of any financial, banking,
\ndebt, capital or securities markets (including any disruption thereof and any
\ndecline in the price of any security or any market index), unless such events
\nhave a materially disproportionate effect on the financial condition or results
\nof operations of the Group, (f) any adverse change in general business or
\neconomic conditions or in conditions generally affecting any industry in which
\nany Group Company competes unless such change has a materially disproportionate
\neffect on the financial condition or results of operations of the Group,
\nrelative to other affected persons in such industry, or (g) any change in law,
\nrule, regulation, IFRS or accounting standards applicable to the Group or in the
\ninterpretation thereof by any Governmental Authority or, in the case of IFRS or
\nother accounting standards, by the relevant standards setting organisation;<\/p>\n

Net Debt Calculation<\/strong> means the calculation of the Completion
\nNet Debt prepared in accordance with Schedule 11 (Net Debt
\nCalculation)<\/em>;<\/p>\n

Net Debt Projection<\/strong> shall have the meaning ascribed to it in
\nClause 3.5.1;<\/p>\n

Order<\/strong> means any order, directive, judgment, decree,
\ninjunction, decision, ruling, award or writ of any Governmental Authority;<\/p>\n

Pension Liabilities<\/strong> means the Liabilities of the Group in
\nrespect of any pension or medical plan it operates which is a Benefit Plan (as
\ndefined in paragraph 11.1 of Schedule 5 of this Agreement), including, for the
\navoidance of doubt, any unfunded pension plan or medical plan Liabilities;<\/p>\n

Person<\/strong> is to be broadly interpreted and includes an
\nindividual, a corporation, a partnership, a trust, an unincorporated
\norganisation, a Governmental Authority, and the executors, administrators or
\nother legal representatives of an individual in such capacity;<\/p>\n

Project Bond <\/strong>means the acquisition by the Sellers (other
\nthan Appleby) of certain businesses and companies from Textron Inc pursuant to
\nthe Textron Agreement;<\/p>\n

Pump Packages<\/strong> means the pump equipment or other products
\n(including but not limited to pump, base plates, motor, gear box, couplings,
\nseals and instrumentation) (a) originally designed and\/or manufactured by any
\nGroup Company in the period of five years prior to Completion; and (b) any pump
\nequipment or other products currently being developed or designed by any Group
\nCompany;<\/p>\n

Purchaser153s Documents<\/strong> means the documents (other than this
\nAgreement) to be executed by the Purchaser at Completion referred to in Clause
\n6.3.2 and set out in Section 3 (Purchaser153s Documents)<\/em> of Schedule 3;\n<\/p>\n

Purchaser153s Group<\/strong> means the Purchaser and any of its
\nAffiliates (including each Group Company);<\/p>\n

Purchaser153s Solicitors<\/strong> means Eversheds LLP of 1 Wood Street,
\nLondon EC2V 7WS;<\/p>\n

Purchaser153s Solicitors Bank Account <\/strong>means Eversheds Client
\nAccount, Sort Code: 40-03-28, Account Number: 10480223;<\/p>\n

Purchaser153s Warranties<\/strong> means the warranties contained in
\nSchedule 6 (Purchaser153s Warranties)<\/em>;<\/p>\n

Relevant Customer<\/strong> means any person who at any time during
\nthe period of twelve months immediately preceding Completion was (a) in
\nnegotiation with any Group Company for the supply by any Group Company of goods
\nor services (b) a client or customer of any Group Company and\/or (c) in the
\nhabit of dealing with any Group Company.<\/p>\n

Relevant Individuals<\/strong> means James McColl, Thomas Burley,
\nAllan Dowie, Chadwick Tuttle, Stephen Gilbey, Crawford Gorrie, Shauna Powell,
\nShakil Ahmed, John Ian Morrison, Brian Scorer, Daniel Holstegge, Graham
\nRobertson, Zillah Doyle, John Fleming, Mark Hannigan, Francis Barrett, Michel\n<\/p>\n

10<\/p>\n

\n

<\/p>\n

Fouche, Christina Dorett, Brian Edwards, Simon Whittaker, Donald McIvor, Gary
\nDyson, Dick McAdam, Rakesh Amol, Thomas James Brown, Clare-Frances Bradshaw and
\nJohn Strang.<\/p>\n

Relevant Products or Services<\/strong> means products or services
\nwhich are competitive with or of the type supplied by any Group Company at any
\ntime during the period of five years immediately preceding Completion;<\/p>\n

Restricted Entities <\/strong>means any business which operates in the
\nsame markets and sells or manufactures the same or similar products as the Pump
\nPackages and for the same applications;<\/p>\n

Restricted Persons<\/strong> means the persons whose names and
\naddresses are set out in Section 3 (The Restricted Persons)<\/em> of Schedule
\n1;<\/p>\n

Right to Remedy <\/strong>has the meaning ascribed to it in Clause
\n7.9;<\/p>\n

S&N Group <\/strong>means S&N Pump Company Inc., S&N
\ninternational LLC, S&N Pump Africa Ltda, S&N Pump Middle <\/em>East
\nLLC, S&N Pump Rewind Limited, and S&N Pumps Middle East FZE Dubai;<\/p>\n

SCF Assigned Amount<\/strong> has the meaning ascribed to it at
\nparagraph 2.1.3(c) of Schedule 8 (Limitations on Liability)<\/em>;<\/p>\n

Sellers153 Groups<\/strong> means each of the Sellers and any of their
\nrespective Affiliates but excluding each Group Company;<\/p>\n

Sellers153 Solicitors<\/strong> means Dundas & Wilson C.S. LLP of
\n191 West George Street, Glasgow G2 2LD;<\/p>\n

Sellers153 Solicitors Bank Account<\/strong> means Clydesdale Bank, 120
\nBath Street, Glasgow G2 2EN, Dundas & Wilson Client Account, Sort Code:
\n82-47-07, Account Number: 10351012;<\/p>\n

Senior Facilities Agreement<\/strong> means the senior facilities
\nagreement originally dated 10 September 2008 as amended and restated from time
\nto time among, amongst others, Clyde Union S. r.l and the Bank Club;<\/p>\n

Seller Warranties<\/strong> means the warranties contained in Schedule
\n4;<\/p>\n

Signing Date <\/strong>means the date of signing of this Agreement;\n<\/p>\n

Shares<\/strong> means the 3,116,552 class A to J corporate units of
\n 1 each in the capital of the Company comprising the whole of the issued share
\ncapital of the Company, as set out in column 2 of Section 1 (The
\nSellers<\/em>) of Schedule 1;<\/p>\n

Subsidiaries<\/strong> means the direct or indirect subsidiaries of
\nthe Company and S&N Pump Middle <\/em>East LLC details of which are set
\nout in Section 2 (Particulars of the Subsidiaries) <\/em>of Schedule 2 and
\nreferences to a Subsidiary include a reference to each of the individual
\nsubsidiaries and S&N Pump Middle East LLC;<\/p>\n

Supplemental Disclosure Letter<\/strong> means the letter from the
\nManagement to the Purchaser qualifying the Management Warranties as given
\nimmediately prior to Completion and containing:<\/p>\n

(a) repetition of the information Disclosed in the Disclosure Letter;<\/p>\n

(b) information in relation to matters, facts or circumstances which have
\narisen since the Signing Date;<\/p>\n

(c) factual and numerical updates to the information Disclosed in respect of
\nManagement Warranties which have arisen since the Signing Date provided that
\nsuch updates do not correct any errors in the Disclosure Letter;<\/p>\n

11<\/p>\n

\n

<\/p>\n

(d) updated list of Foreign Exchange Contracts;<\/p>\n

(e) updated list of Letters of Credit; and<\/p>\n

(f) any event, circumstance or change that constitutes a Material Adverse
\nEffect.<\/p>\n

Tax<\/strong> or Taxes<\/strong> means all forms of taxation
\n(excluding business rates) and any duty, contribution, impost, levy or charge in
\nthe nature of tax (including any related interest, fine or penalty) save to the
\nextent that such interest, fine or penalty is attributable to the unreasonable
\ndelay or default penalty of the Purchaser or the Company after Completion;<\/p>\n

Tax Authority <\/strong>means HM Revenue & Customs and any other
\nlocal, municipal, governmental, state, federal or fiscal, revenue, customs or
\nexcise authority, body, agency or person anywhere in the world competent to
\nimpose, administer or collect Tax;<\/p>\n

Termination<\/strong> Date<\/strong> means the date which is
\n(a) 120 days after the Signing Date, or (b) the expiry of the Additional Period
\nas specified in Clause 7.9 after such period of 120 days (but not more than 150
\ndays after the Signing Date) in the event a Right to Remedy is exercised in
\naccordance with Clause 7.9;<\/p>\n

Textron Agreement <\/strong>has the meaning in Clause 8.8; and<\/p>\n

Warranties<\/strong> means the Seller Warranties and the Management
\nWarranties and references to a “Warranty” shall be construed accordingly.<\/p>\n

1.2 In this Agreement, unless the context otherwise requires, the following
\nwords and phrases are to be interpreted as set out below.<\/p>\n

1.2.1 Agreed form<\/strong><\/p>\n

References to any document being in the “agreed form” mean that document in
\nthe form agreed between and, for the purposes of identification only, signed or
\ninitialled by or on behalf of, the Sellers and the Purchaser.<\/p>\n

1.2.2 Statutory provisions<\/strong><\/p>\n

References to statutory provisions, enactments or European Community
\ndirectives shall include references to any amendment, modification, extension,
\nconsolidation, replacement or re-enactment of any such provision, enactment or
\ndirective (whether before or after the Signing Date), to any previous enactment
\nwhich has been replaced or amended and to any regulation, instrument or order or
\nother subordinate legislation made under such provision, enactment or directive,
\nunless any such change imposes upon any party any liabilities or obligations
\nwhich are more onerous than as at the Signing Date.<\/p>\n

1.2.3 Words and phrases from the Companies Act 2006<\/strong><\/p>\n

The words “company”, “body corporate”, “parent undertaking”, “subsidiary
\nundertaking”, “holding company” and “subsidiary” shall have the meanings given
\nin the Companies Act 2006 but with reference to the interpretation of a “holding
\ncompany” and “subsidiary”, a company shall be treated, for the purposes only of
\nthe membership requirement contained in subsections 1159(1)(b) and (c) of the
\nCompanies Act 2006, as a member of another company even if its shares in that
\nother company are registered in the name of (a) another Person (or its nominee),
\nwhether by way of security or in connection with the taking of security, or (b)
\nits nominee. Unless the context otherwise requires, the application of the
\ndefinition of “parent undertaking”, “subsidiary undertaking”, “holding company”
\nor “subsidiary” to any undertaking or company at any time shall apply to the
\nundertaking or company as it is at that time. Any English legal term for any
\naction, remedy, method of judicial proceeding, legal document, legal status,
\ncourt, official or any other legal concept or thing will in respect of any
\njurisdiction other than England be deemed to include what most<\/p>\n

12<\/p>\n

\n

<\/p>\n

nearly approximates in that jurisdiction to the English legal term and any
\nEnglish statutory provision will be construed so as to include equivalent or
\nanalogous laws of any other jurisdiction.<\/p>\n

1.2.4 Importation of words<\/strong><\/p>\n

Except where the context specifically requires otherwise: words importing one
\ngender shall be treated as importing any gender; words importing individuals
\nshall be treated as importing corporations and vice versa; words importing the
\nsingular shall be treated as importing the plural and vice versa; and words
\nimporting the whole shall be treated as including a reference to any part
\nthereof.<\/p>\n

1.2.5 General and specific words<\/strong><\/p>\n

The meaning of general words shall not be restricted by any particular
\nexamples preceding or following those general words.<\/p>\n

1.2.6 Headings<\/strong><\/p>\n

The clause and paragraph headings and the table of contents used in this
\nAgreement are inserted for ease of reference only and shall not affect
\nconstruction.<\/p>\n

1.2.7 Incorporation of the schedules<\/strong><\/p>\n

The Schedules are incorporated into and form part of this Agreement as if set
\nout in full in this Agreement and a reference to “this Agreement” includes a
\nreference to the Schedules.<\/p>\n

1.2.8 References to agreement<\/strong><\/p>\n

References to “this Agreement” includes this Agreement as amended or
\nsupplemented from time to time.<\/p>\n

1.2.9 References to parties, clauses and the schedules<\/strong><\/p>\n

References in this Agreement and the Schedules to the “Introduction” or to a
\n“party”, “clause” or “schedule” are references respectively to the Introduction
\nor the relevant party, clause or schedule of or to this Agreement.<\/p>\n

1.2.10 Assignment<\/strong><\/p>\n

Subject to Clause 17 (Assignment)<\/em>, references to the parties include
\ntheir respective successors and assigns or transferees.<\/p>\n

1.2.11 Connected Person<\/strong><\/p>\n

A Person is deemed to be “connected” with another if that Person is so
\nconnected within the meaning of Section 1122 of the CTA 2010.<\/p>\n

1.2.12 Knowledge, information and belief<\/strong><\/p>\n

Any statement which refers to the knowledge, information, belief or awareness
\nof the Sellers or any similar expression is limited to the knowledge,
\ninformation, belief or awareness which the Sellers actually have at the Signing
\nDate or at the Completion Date (as relevant) after having made reasonable
\nenquiries of, in the case of CBC, Shauna Powell, Keith Gibson and James McColl,
\nin the case of SCF, Peter Stuart and Anthony DeLuca, and, in the case of
\nAppleby, Patrick Jones, and the Sellers shall not be required to make any
\nenquiry of any other person nor be deemed to have made or been obliged to make
\nany other enquiry of any nature whatsoever. References to the knowledge,
\ninformation, belief or<\/p>\n

13<\/p>\n

\n

<\/p>\n

awareness of Management or similar expression shall include such knowledge,
\ninformation, belief or awareness as each member of the Management has or ought
\nreasonably to have, given their position and responsibilities within the Group,
\nhad they made reasonable enquiries of the Relevant Individuals into the subject
\nmatter of the relevant statement given such position and responsibilities.<\/p>\n

2. SALE AND PURCHASE OF SHARES<\/strong><\/p>\n

2.1 Sale and purchase<\/strong><\/p>\n

On the terms and subject to the conditions set out in this Agreement:<\/p>\n

2.1.1 each Seller shall sell the number of Shares shown adjacent to their
\nname in Column 2 of Section 1 (The Sellers) <\/em>of Schedule 1; and<\/p>\n

2.1.2 the Purchaser shall purchase the Shares as at and with effect from
\nCompletion provided that the Purchaser may take title to the shares in the name
\nof a Purchaser Group company (including a Purchaser Group company to be
\nincorporated after the date of this Agreement) (the “Purchaser153s
\nNominee<\/strong>“).<\/p>\n

2.2 Title<\/strong><\/p>\n

Each Seller shall at Completion sell the number of Shares shown adjacent to
\ntheir name in Column 2 of Section 1 (The Sellers) <\/em>of Schedule 1, to the
\nPurchaser or the Purchaser153s Nominee with legal and beneficial ownership. Each
\nSeller shall do all it reasonably can to give the title it purports to give.\n<\/p>\n

2.3 Rights attached to the shares<\/strong><\/p>\n

Each Seller shall sell the number of Shares shown adjacent to their name in
\nColumn 2 of Section 1 (The Sellers) <\/em>of Schedule 1, free from all
\nEncumbrances and the Purchaser shall purchase the Shares and each right
\nattaching or accruing to the Shares at or after Completion including, the
\nbenefit of any dividends, distributions and rights declared, paid, created or
\narising.<\/p>\n

2.4 Simultaneous purchase of shares<\/strong><\/p>\n

Notwithstanding the other provisions of this Clause 2, the Purchaser shall
\nnot be obliged to complete the purchase of any of the Shares unless the purchase
\nof all the Shares is completed simultaneously.<\/p>\n

2.5 LPMPA<\/strong><\/p>\n

The provisions of the Law of Property (Miscellaneous Provisions) Act 1994
\nshall not apply to the sale of the Shares and are herein excluded.<\/p>\n

2.6 Pre-emption Rights<\/strong><\/p>\n

Each Seller irrevocably waives and undertakes to procure the irrevocable
\nwaiver of all rights of pre-emption and all other rights and restrictions
\nwhatsoever on transfer over or in respect of the Shares or any of them and the
\nShares in the Subsidiaries (or any of them) to which he or any other Person may
\nbe entitled under the articles of association of the relevant Group Company or
\notherwise.<\/p>\n

2.7 In the period prior to Completion, Clyde will use reasonable endeavours
\nto obtain the consent (where required) of any necessary parties who have finance
\nleases with any Group Company to the proposed change of control of the Group.\n<\/p>\n

3. CONSIDERATION<\/strong><\/p>\n

3.1 Subject to any adjustment in respect of the Completion Net Debt as set
\nout in Clause 3.5, the Consideration shall be an amount equal to:<\/p>\n

14<\/p>\n

\n

<\/p>\n

3.1.1 700,000,000 payable at Completion in the manner set out in Clause 6
\n(Completion)<\/em>; and<\/p>\n

3.1.2 The Earn Out Payment as defined and set forth in Clause 3.2.<\/p>\n

3.2 If the Annual 2012 Group EBITDA exceeds 65,000,000, the Sellers shall be
\nentitled to an earn out payment (the “Earn Out Payment”<\/strong>) equal
\nto the following formula:<\/p>\n

Annual 2012 Group EBITDA less 65,000,000<\/u><\/p>\n

10,000,000 x 50,000,000<\/p>\n

provided that in no event shall the Earn Out Payment be less than zero or
\nmore than 50,000,000.<\/p>\n

3.3 The Earn Out Payment, shall be calculated in accordance with the
\nprinciples set out in Schedule 15 and, if any is payable, shall be paid within
\n10 Business Days after the date of the final determination of the Annual 2012
\nGroup EBITDA in accordance with this Clause 3 and Schedule 15.<\/p>\n

3.4 Apportionment<\/strong><\/p>\n

The Consideration shall be apportioned and divided between the Sellers in the
\nproportions in which each of the Sellers hold their respective Shares set
\nagainst their names in column 2 of Section 1 (The Sellers<\/em>) of Schedule
\n1 (the approximate proportions being shown adjacent to their respective names in
\ncolumn 3 of Section 1 (The Sellers<\/em>) of Schedule 1) but the Purchaser is
\nunder no obligation to see that the Consideration is so apportioned or divided
\nbetween or paid to the Sellers.<\/p>\n

3.5 Completion Net Debt<\/strong><\/p>\n

3.5.1 Within two Business Days after the day that the Purchaser notifies the
\nSellers in writing that the last of the Conditions has been fulfilled or waived,
\nthe Sellers shall provide to the Purchaser a projection of the Completion Net
\nDebt (the “Net Debt Projection<\/strong>“) prepared by the Sellers,
\nacting reasonably, in accordance with Schedule 11 (Net Debt
\nCalculation)<\/em> (the current figures contained therein being for illustrative
\npurposes only) and after deducting all Cash applied against Net Debt in
\naccordance with Clause 3.5.2 together with (without double counting) (1) cash in
\ntransit and unpresented payments, (2) the receivable\/cash due from Clyde Union
\nIMBIL Ltda to any Group Company (the “Brazil Receivable<\/strong>“) and
\n(3) all of the cash in S&N Pump (Africa) Limitida (the “Angolan
\nCash<\/strong>“)) provided that the maximum amount of Brazil Receivable and
\nAngolan Cash shall be 2.9million. The Purchaser shall deduct from the
\nConsideration the amount of the Net Debt Projection. The Sellers shall notify to
\nthe Purchaser, in writing, the Completion Net Debt as at 5 pm on the Completion
\nDate.<\/p>\n

3.5.2 At Completion the Purchaser shall pay (or procure the payment of) the
\nBank Debt (the Seller having previously applied all available Cash (other than
\n(1) cash in transit and unpresented payments, (2) the Brazil Receivable and (3)
\nthe Angolan Cash) to reduce the amount of the Bank Debt) as set out in the Net
\nDebt Projection to the Bank Club (into such Bank Club accounts as notified to
\nthe Purchaser by the Sellers).<\/p>\n

3.5.3 Subject to Clause 3.6, if the Completion Net Debt is less than the Net
\nDebt Projection then any consequential shortfall in the Consideration paid on
\nthe Completion Date (which shortfall shall not exceed the difference between the
\nNet Debt Projection and the Completion Net Debt) shall be paid to the Sellers by
\nthe Purchaser no later than seven Business Days after the Completion Date by
\nelectronic transfer to the Sellers153 Solicitors Bank Account for the account of
\nthe Sellers (the Sellers153 Solicitors being irrevocably authorised to receive the
\nsame on behalf of the Sellers) and payment to them will be a good and sufficient
\ndischarge to the Purchaser and the Purchaser will not be further concerned as to
\nthe application of the moneys so paid.<\/p>\n

3.5.4 Subject to Clause 3.6, if the Completion Net Debt is more than the Net
\nDebt Projection then any consequential overpayment in the Consideration paid on
\nthe Completion Date (which overpayment shall not exceed the difference between
\nthe Completion Net Debt and the Net Debt Projection) shall be paid to the
\nPurchaser by the Sellers no later than seven Business<\/p>\n

15<\/p>\n

\n

<\/p>\n

Days after the Completion Date by electronic transfer to the Purchaser153s
\nSolicitors Bank Account for the account of the Purchaser (the Purchaser153s
\nSolicitors being irrevocably authorised to receive the same on behalf of the
\nPurchaser).<\/p>\n

3.6 Net Debt Calculation<\/strong><\/p>\n

The Purchaser may, not later than ten Business Days after Completion, notify
\nthe Sellers in writing that it disagrees with the factual accuracy of the Net
\nDebt Calculation and the Completion Net Debt as notified to the Purchaser
\npursuant to Clause 3.5.1 above. Any such notification shall specify any areas of
\ndisagreement and any adjustments which are required in the opinion of the
\nPurchaser to be made to the Net Debt Calculation and the Completion Net Debt. If
\nthe Purchaser makes a notification pursuant to this Clause 3 then the provisions
\nof Schedule 13 (Expert<\/em>) shall apply and the provisions of Clauses 3.5.3
\nand 3.5.4 shall not apply.<\/p>\n

3.7 Reduction in consideration<\/strong><\/p>\n

Any payment made by the Sellers to the Purchaser in respect of a breach of
\nany of the Seller Warranties or the Appleby Warranties shall be and shall be
\ndeemed to be a reduction in the price paid for the Shares under this Agreement
\nto the extent legally possible.<\/p>\n

3.8 Failure to pay<\/strong><\/p>\n

If the Purchaser fails to make (whether in full or in part) any payment of
\nthe Consideration when due (including any payment under Clause 3.3 or 3.5.3 or
\nSchedule 13 (Expert<\/em>)) or fails to procure the repayment of the Bank
\nDebt pursuant to Clause 3.5.2, or if any of the Sellers (whether in full or in
\npart) fail to repay when due under Clause 3.5.4 and\/or Schedule 13
\n(Expert<\/em>), interest shall accrue on the unpaid amount at the rate of 4
\nper cent. per annum above the base rate from time to time of Barclays Bank plc
\nfrom the due date for payment up to the date of actual payment (as well after as
\nbefore judgment), accruing on a daily basis and on the basis of a 365 day year
\nand compounded monthly. The provisions of this Clause shall not prejudice any
\nother rights or remedies of: (a) the Sellers for any breach of this Agreement by
\nthe Purchaser; and (b) the Purchaser for any breach of this Agreement by any of
\nthe Sellers.<\/p>\n

4. CONDITIONS<\/strong><\/p>\n

4.1 Conditions<\/strong><\/p>\n

Completion is conditional upon and subject to the Conditions being fulfilled
\nor waived by the Purchaser (pursuant to Clause 4.4) on or before 12 noon GMT on
\nthe Termination Date.<\/p>\n

4.2 Time limit for fulfilment and notification<\/strong><\/p>\n

The Purchaser shall use its reasonable endeavours to fulfil or procure the
\nfulfilment of the Conditions as soon as practicable and in any event on or
\nbefore 12 noon GMT on the Termination Date and shall notify the Sellers within
\ntwo Business Days upon satisfaction of each such Condition.<\/p>\n

4.3 Notification of non-fulfilment<\/strong><\/p>\n

Each of the Sellers and the Purchaser undertake to notify each other
\nimmediately of any event, circumstance or thing which arises or comes to their
\nrespective knowledge which prevents or might prevent any of the Conditions from
\nbeing fulfilled on or before 12 noon GMT on the Termination Date.<\/p>\n

4.4 Waiver<\/strong><\/p>\n

Notwithstanding Clauses 4.1, 4.2 and 4.3, the Purchaser shall be entitled by
\nnotice in writing given to the Sellers to waive, in whole or in part, compliance
\nwith the Conditions without prejudice to any other right or remedy available to
\nit.<\/p>\n

16<\/p>\n

\n

<\/p>\n

4.5 Non-fulfilment<\/strong><\/p>\n

If any of the Conditions has not been fulfilled or waived by the Purchaser on
\nor before 12 noon GMT on the Termination Date, the Purchaser may in its absolute
\ndiscretion and without prejudice to any other right or remedy available to it or
\nthe Sellers as the case may be:<\/p>\n

4.5.1 defer Completion to a date not more than five Business Days after the
\nTermination Date; and\/or<\/p>\n

4.5.2 waive the Condition(s).<\/p>\n

5. INTERIM PERIOD<\/strong><\/p>\n

5.1 Subject to Schedule 8 (Limitations on Liability<\/em>), during the
\nInterim Period, Clyde and the Management shall jointly and severally be liable
\nto comply (in so far as they are lawfully able to do so) in all material
\nrespects and to use all reasonable endeavours to procure (in so far as they are
\nlawfully able to do so) that each Group Company complies in all material
\nrespects with the provisions of Schedule 10 (Interim Period<\/em>).<\/p>\n

5.2 Subject to Schedule 8 (Limitations on Liability<\/em>), during the
\nInterim Period, SCF shall comply (in so far as it is lawfully able to do so) in
\nall material respects and shall use all reasonable endeavours to procure (in so
\nfar as it is lawfully able to do so) that each Group Company complies in all
\nmaterial respects with the provisions of Schedule 10 (Interim Period<\/em>).\n<\/p>\n

5.3 From the Signing Date, the Purchaser and its accountants and agents shall
\nbe allowed reasonable access to the officers, employees, properties and all the
\nbooks of account and other records of each Group Company in so far as such
\naccess is reasonably necessary and the Sellers (other than Appleby) shall
\nsupply, and will instruct the officers and employees of each Group Company to
\nsupply, any information reasonably required by the Purchaser or its accountants
\nand agents relating to any Group Company. Such access and information shall be
\nprovided as soon as reasonably practicable and in any event within five Business
\nDays of a written request being made by the Purchaser and received by the
\nSellers. All access to employees shall be coordinated with Keith Mitchell of
\nClyde.<\/p>\n

6. COMPLETION<\/strong><\/p>\n

6.1 Time and Location<\/strong><\/p>\n

Completion of the sale and purchase of the Shares shall take place on the
\ndate falling five Business Days after the fulfilment or waiver by the Purchaser
\nof the Conditions or on such later date as the Sellers and the Purchaser shall
\nagree pursuant to this Agreement at the offices of the Sellers153 Solicitors (or
\nat any other location as agreed upon by the Sellers and the Purchaser).<\/p>\n

6.2 Action to be taken by Seller<\/strong><\/p>\n

At Completion the Sellers shall:<\/p>\n

6.2.1 deliver or make available to the Purchaser each of the documents or
\nitems set out or referred to in Schedule 1 (Completion Documents) <\/em>of
\nSchedule 3 (noting in the case of Appleby it is only delivering item 9 in and
\nitems 1-3 in relation to that which is within their power);<\/p>\n

6.2.2 procure that a board meeting of each Group Company is held at which the
\ndirectors of each Group Company take all the necessary steps to effect the
\nmatters set out or referred to in Section 2 (Board Meetings) <\/em>of
\nSchedule 3; and<\/p>\n

6.2.3 deliver to the Purchaser duly signed copy minutes of a board meeting of
\neach Group Company including the matters set out or referred to in paragraphs 1
\nof Section 2 (Board Meetings) <\/em>of Schedule 3.<\/p>\n

17<\/p>\n

\n

<\/p>\n

6.3 Action to be taken by Purchaser<\/strong><\/p>\n

Upon completion of the matters referred to in Clause 6.2 and subject to
\nClause 4, the Purchaser shall:<\/p>\n

6.3.1 subject to Clause 3, pay the Consideration by way of an electronic
\ntransfer for same day delivery to the Sellers153 Solicitors Bank Account for the
\naccount of the Sellers (the Sellers153 Solicitors being irrevocably authorised to
\nreceive the same on behalf of the Sellers) and payment to them will be a good
\nand sufficient discharge to the Purchaser and the Purchaser will not be further
\nconcerned as to the application of the moneys so paid;<\/p>\n

6.3.2 deliver to the Sellers the documents set out in (Purchaser153s
\nDocuments) <\/em>of Schedule 3; and<\/p>\n

6.3.3 pay (or procure the payment) of the Bank Debt to the Bank Club in
\naccordance with Clause 3.5.2.<\/p>\n

7. WARRANTIES<\/strong><\/p>\n

7.1 Sellers<\/strong><\/p>\n

Subject to the provisions of Clause 7.3:<\/p>\n

7.1.1 each Seller (other than Appleby) severally warrants on its own account
\n(and in relation only to its own Shares and actions) to the Purchaser in the
\nterms set out in Schedule 4 (The Seller Warranties)<\/em> that each of the
\nSeller Warranties is true, accurate and complete at the Signing Date and shall
\ncontinue to be so at Completion;<\/p>\n

7.1.2 Appleby warrants to the Purchaser that each of the Appleby Warranties
\nis true, accurate and complete at the Signing Date and shall continue to be so
\nat Completion;<\/p>\n

7.1.3 subject to the provisions of Clause 7.4, each of the Management
\nseverally warrants on his own account to the Purchaser in the terms set out in
\nSchedule 5 (The Management Warranties)<\/em> that each of the Management
\nWarranties is true and accurate at the Signing Date and shall continue to be so
\nat Completion; and<\/p>\n

7.1.4 each Warranty is to be construed independently and is not limited or
\nrestricted by any other Warranty or any other term of this Agreement except as
\nexpressly specified in the Agreement, including Clause 7.3 and (in respect of
\nthe Management Warranties only) Clause 7.4.<\/p>\n

For the avoidance of doubt the Purchaser shall be entitled to pursue for
\nbreach of the Warranties contained in Clauses 7.1.1 and 7.1.2 notwithstanding
\nCompletion but subject to the provisions of Clauses 7.3 and 7.4.<\/p>\n

7.2 Purchaser<\/strong><\/p>\n

The Purchaser warrants to the Sellers and the Management in the terms set out
\nin Schedule 6 (The Purchaser153s Warranties)<\/em> that each of the Purchaser153s
\nWarranties is true and accurate at Completion.<\/p>\n

7.3 Limitation on Liability<\/strong><\/p>\n

The liability of the Sellers and the Management in respect of any claim under
\nthe Warranties and any other obligations of the Sellers and the Management under
\nthis Agreement or otherwise to the Purchaser shall be limited or excluded (as
\nthe case may be) as set out in Schedule 8 (Limitations on Liability)<\/em>.\n<\/p>\n

7.4 Disclosure<\/strong><\/p>\n

7.4.1 The Management Warranties given on the Signing Date are qualified by
\nall facts, matters and information Disclosed in the Disclosure Letter.<\/p>\n

18<\/p>\n

\n

<\/p>\n

7.4.2 The Management Warranties when given at Completion shall be qualified
\nby all facts, matters and information Disclosed in the Supplemental Disclosure
\nLetter.<\/p>\n

7.4.3 Prior to Completion, each of the Sellers and each of the Management
\nundertake fully, fairly and clearly to disclose immediately in writing to the
\nPurchaser anything which comes to the notice of any of them which:<\/p>\n

(a) is or may be an event, circumstance or change that constitutes a Material
\nAdverse Effect;<\/p>\n

(b) is or may be a breach of any Warranty if the Warranties were repeated on
\nCompletion by reference to the facts and circumstances then existing and on the
\nbasis that any reference to “Signing Date” or equivalent term within a Warranty
\nwill be construed as a reference to the time of repetition; and\/or<\/p>\n

(c) is or may be a breach of any Interim Period Obligation,<\/p>\n

and, in each case, in such a manner and with such accuracy and detail so as
\nto enable a reasonable purchaser to make an informed assessment of the fact,
\nmatter or information concerned, its nature and effect.<\/p>\n

7.5 Undisclosed Material Adverse Effect<\/strong><\/p>\n

7.5.1 At Completion, each of the Sellers and each of the Management undertake
\nto have Disclosed in the Supplemental Disclosure Letter any event, circumstance
\nor change that constitutes a Material Adverse Effect.<\/p>\n

7.5.2 Subject to Schedule 8 (Limitations on Liability<\/em>),
\nnotwithstanding the fact that Completion has occurred (and provided that this
\nAgreement has not been terminated in accordance with Clause 7.6 or otherwise),
\nthe Purchaser shall be entitled to make a claim for a breach of any of the
\nInterim Period Obligations under Clauses 5.1 and 5.2, and\/or under Clause 7.5.1,
\nin each case in relation to any event, circumstance or change that at Completion
\nthen constituted a Material Adverse Effect and was within the actual knowledge
\nof any of Sellers and\/or any of the Management but not Disclosed in the
\nSupplemental Disclosure Letter, which claim would be against the entity or
\nperson that breached and\/or failed to make the disclosure of such event,
\ncircumstance or change (save that Clyde shall be jointly and severally liable
\nfor any breach and\/or failure by any of the Management).<\/p>\n

7.6 Termination<\/strong><\/p>\n

The Purchaser may by notice in writing to the parties at any time prior to
\nCompletion elect to terminate this Agreement without liability on the part of
\nthe Purchaser:<\/p>\n

7.6.1 if any of the Conditions have not been fulfilled or waived and
\nnotification given in accordance with Clause 4.3 on or before 12 noon GMT on the
\nTermination Date (subject to Clause 4.5); and\/or<\/p>\n

7.6.2 subject to Clause 7.9, if:<\/p>\n

(a) save as Disclosed in the Disclosure Letter, there has been any breach by
\nany of the Sellers or the Management of any provision of the Warranties given by
\nthem respectively at the Signing Date;<\/p>\n

(b) there is or may be a breach of an Interim Period Obligation; and\/or<\/p>\n

(c) there has been any matter Disclosed in the Supplemental Disclosure Letter
\nor pursuant to Clause 7.4.3;<\/p>\n

in each case which constitutes a Material Adverse Effect; and\/or<\/p>\n

19<\/p>\n

\n

<\/p>\n

7.6.3 subject to Clause 7.9, if any event, circumstance or change arises
\nprior to or at Completion that constitutes a Material Adverse Effect;<\/p>\n

provided that if the Purchaser, having received notification under Clause
\n7.5.1 of information Disclosed in the Supplemental Disclosure Letter of any
\nevent, circumstances or change constituting a Material Adverse Effect, elects
\nnot to terminate this Agreement in circumstances in which it could have, on the
\nbasis of such Material Adverse Effect, terminated pursuant to this Clause 7.6,
\nthen subject to Clause 7.5.2 it shall be deemed to have waived any claim it
\nmight have pursuant to any breach of the Interim Period Obligations in relation
\nto such event, circumstance or change constituting a Material Adverse Effect.\n<\/p>\n

7.7 Rights on Termination<\/strong><\/p>\n

If the Purchaser does elect to terminate this Agreement, each party153s further
\nrights and obligations will cease immediately on termination, provided that if
\nany of the Sellers or the Management wilfully and intentionally take any action
\nin breach of Schedule 10 (Interim Period<\/em>) which gives rise to a
\nMaterial Adverse Effect that leads to termination of this Agreement, the
\nPurchaser will be entitled to seek damages for its loss but subject to the
\nprovisions of paragraphs 1 to 3 of Schedule 8 (Limitations on
\nLiability<\/em>).<\/p>\n

7.8 Group Company<\/strong><\/p>\n

The Sellers and the Management waive and may not enforce any right which any
\nof the Sellers and the Management may have against any Group Company, or any
\ndirector or employee of any Group Company, on which or on whom any of them may
\nhave relied in agreeing to any term of this Agreement or any statement in the
\nDisclosure Letter or the Supplemental Disclosure Letter.<\/p>\n

7.9 Right to Remedy<\/strong><\/p>\n

If any event, circumstance or change arises prior to Completion that
\nconstitutes a Material Adverse Effect but the Sellers believe, acting
\nreasonably, that there is a substantial likelihood that such event, circumstance
\nor change can be remedied so that it no longer constitutes a Material Adverse
\nEffect, the Sellers shall have up to thirty days from the date the event,
\ncircumstance or change came to the notice of the Purchaser (the “Notice
\nDate<\/strong>“) to remedy such event, circumstance or change (such period
\nbetween the Notice Date and the date on which the event, circumstance or change
\nis remedied being the “Additional Period<\/strong>“) so that it no longer
\nconstitutes a Material Adverse Effect to the satisfaction of the Purchaser
\n(acting reasonably) (“Right to Remedy<\/strong>“) provided, however, that
\nthe Sellers shall only be able to exercise this Right to Remedy on one occasion
\nprior to Completion.<\/p>\n

8. PURCHASER153S UNDERTAKINGS<\/strong><\/p>\n

8.1 Access to books and records<\/strong><\/p>\n

From Completion, the Purchaser shall use its reasonable endeavours to provide
\nthat the Sellers and their professional advisers and agents shall, as soon as
\npracticable and in any event within five Business Days of a written request
\nbeing made by the Sellers and received by the Purchaser, be given reasonable
\naccess during any Business Day to Greg Fedders of SPX for the purpose of gaining
\naccess to such books and records of a Group Company or any successor entity
\nwhich the Sellers or any other member of the Sellers153 Groups or any of their
\nprofessional advisers or agents may reasonably require in connection with any
\nreport, return, statement, audit, filing or other requirement, in each case as
\nrequired under any applicable law or regulation.<\/p>\n

8.2 Co-operation with Claims<\/strong><\/p>\n

8.2.1 From Completion, the Purchaser undertakes to the Sellers that in the
\nevent of any claim whatsoever being made against the Sellers relating to the
\naffairs of a Group Company prior to Completion, the Purchaser shall use its
\nreasonable endeavours to provide (and shall use its reasonable endeavours to
\nprocure that each Group Company shall provide) to the Sellers<\/p>\n

20<\/p>\n

\n

<\/p>\n

all such information and assistance as the Sellers may reasonably require to
\ndeal with such claim at the cost of the Sellers.<\/p>\n

8.2.2 From Completion, the Sellers undertake to the Purchaser that in the
\nevent of any claim whatsoever being made against the Purchaser or any Group
\nCompany relating to the affairs of a Group Company prior to Completion, the
\nSellers shall use their reasonable endeavours to provide to the Purchaser all
\nsuch information and assistance as the Purchaser may reasonably require to deal
\nwith such claim at the cost of the Purchaser.<\/p>\n

8.3 Employees<\/strong><\/p>\n

The Purchaser confirms to the Sellers that it is its current intention to:
\n(a) provide salary and benefits to the Employees substantially similar in the
\naggregate to those currently provided to them; and (b) to continue the
\nemployment of the Employees for a period of 12 months from the Completion Date.\n<\/p>\n

8.4 Restrictive Covenants<\/strong><\/p>\n

8.4.1 Clyde undertakes to the Purchaser and each Group Company that they will
\nnot (whether alone or in conjunction with, or on behalf of, another person and
\nwhether directly or indirectly), without the prior written consent of the
\nPurchaser (subject to Clause 8.4.5(b)):<\/p>\n

(a) for a period of three years immediately following Completion, solicit or
\nentice away, or endeavour to solicit or entice away, from any Group Company, or
\nemploy, (i) any person employed by, any Group Company at Completion where the
\nperson in question either has Business Confidential Information or would be in a
\nposition to exploit a Group Company153s trade connections or (ii) any of the
\nManagement;<\/p>\n

(b) without prejudice to any rights relating to passing off or trade mark
\ninfringement (or similar rights in any territory), for a period of three years
\nimmediately following Completion use in connection with any business which is
\ncompetitive with the business of any Group Company at Completion any name (in
\nwhatever form) which is identical or, confusingly similar to that of any Group
\nCompany or any trading style or get up which is confusingly similar to that used
\nby any Group Company as at Completion (provided that nothing shall prevent Clyde
\nusing the name “Clyde”) but provided that it is not confusingly similar to the
\nnames of any Group Company;<\/p>\n

(c) use the Database in any way to manufacture or arrange the manufacture of
\nPump Packages;<\/p>\n

(d) represent that it is an original equipment manufacture
\n(“OEM<\/strong>“) in respect of any of the Pump Packages;<\/p>\n

(e) for a period of three years immediately following Completion acquire (in
\nwhole or in part) any of the Restricted Entities whether by merger or otherwise;
\nand<\/p>\n

(f) induce or attempt to induce any person, who is at Completion or has been
\nat any time within the period of 12 months ending on Completion a supplier of
\ngoods or services to the business of any Group Company in connection with the
\nmanufacture of the Pump Packages to cease to supply, or to restrict or vary the
\nterms of the supply, to such business;<\/p>\n

8.4.2 In consideration of the monies each is to receive as Beneficial Owners
\nas a result of this Agreement, each of the Management severally undertakes to
\nthe Purchaser and each Group Company that he or she will not (whether alone or
\nin conjunction with, or on behalf of, another person and whether directly or
\nindirectly), without the prior written consent of the Purchaser (and subject to
\nClauses 8.4.4 to 8.4.5):<\/p>\n

(a) for a period of three years immediately following Completion, canvass,
\nsolicit or approach, or cause to be canvassed, solicited or approached, any
\nRelevant Customer for the sale or supply of Relevant Products or Services;<\/p>\n

21<\/p>\n

\n

<\/p>\n

(b) for a period of three years immediately following Completion, deal or
\ncontract with any Relevant Customer in relation to the sale or supply of
\nRelevant Products or Services;<\/p>\n

(c) for a period of three years immediately following Completion, interfere,
\nor seek to interfere, with the continuance of supplies to any Group Company from
\nany supplier who has been supplying goods or services to that Group Company at
\nany time during the twelve months immediately preceding Completion if such
\ninterference causes or would cause that supplier to cease supplying, or
\nmaterially reduce its supply of, those goods or services;<\/p>\n

(d) for a period of three years immediately following Completion, solicit or
\nentice away, or endeavour to solicit or entice away, from any Group Company, or
\nemploy; (i) any person employed by, or who is or was a consultant to, any Group
\nCompany at Completion or at any time during the period of twelve months
\nimmediately preceding Completion where the person in question either has
\nBusiness Confidential Information or would be in a position to exploit a Group
\nCompany153s trade connections; or (ii) any of the Management;<\/p>\n

(e) without prejudice to any rights relating to passing off or trade mark
\ninfringement (or similar rights in any territory), for a period of three years
\nimmediately following Completion use in connection with any business which is
\ncompetitive with the business of any Group Company any name (in whatever form)
\nwhich is identical to that of any Group Company or any trading style or get up
\nwhich is confusingly similar to that used by any Group Company as at Completion.\n<\/p>\n

8.4.3 In consideration of the monies each is to receive as Beneficial Owners
\nas a result of this Agreement, each of the Restricted Persons severally
\nundertakes to the Purchaser and each Group Company that he or she will not
\n(whether alone or in conjunction with, or on behalf of, another person and
\nwhether directly or indirectly), without the prior written consent of the
\nPurchaser (and subject to Clauses 8.4.4 to 8.4.5):<\/p>\n

(a) for a period of two years immediately following Completion, canvass,
\nsolicit or approach, or cause to be canvassed, solicited or approached, any
\nRelevant Customer for the sale or supply of Relevant Products or Services;<\/p>\n

(b) for a period of two years immediately following Completion, deal or
\ncontract with any Relevant Customer in relation to the sale or supply of
\nRelevant Products or Services;<\/p>\n

(c) for a period of two years immediately following Completion, interfere, or
\nseek to interfere, with the continuance of supplies to any Group Company from
\nany supplier who has been supplying goods or services to that Group Company at
\nany time during the twelve months immediately preceding Completion if such
\ninterference causes or would cause that supplier to cease supplying, or
\nmaterially reduce its supply of, those goods or services;<\/p>\n

(d) for a period of two years immediately following Completion, solicit or
\nentice away, or endeavour to solicit or entice away, from any Group Company, or
\nemploy; (i) any person employed by, or who is or was a consultant to, any Group
\nCompany at Completion or at any time during the period of twelve months
\nimmediately preceding Completion where the person in question either has
\nBusiness Confidential Information or would be in a position to exploit a Group
\nCompany153s trade connections; or (ii) any of the Management;<\/p>\n

(e) without prejudice to any rights relating to passing off or trade mark
\ninfringement (or similar rights in any territory), for a period of two years
\nimmediately following Completion use in connection with any business which is
\ncompetitive with the business of any Group Company any name (in whatever form)
\nwhich is identical to<\/p>\n

22<\/p>\n

\n

<\/p>\n

that of any Group Company or any trading style or get up which is confusingly
\nsimilar to that used by any Group Company as at Completion.<\/p>\n

8.4.4 The provisions of Clause 8.4.2 shall not apply to any member of the
\nManagement and the provisions of Clause 8.4.3 will not apply to any Restricted
\nPerson:<\/p>\n

(a) from the date on which they cease to be employed by any member of the
\nGroup if they are a Good Leaver; or<\/p>\n

(b) for so long as they are employed by any member of the Group or the
\nPurchaser or any Affiliate thereof.<\/p>\n

8.4.5 Nothing in this Clause 8 shall prevent a party from employing or hiring
\nany of the employees of another party where any such person:<\/p>\n

(a) has responded to general recruitment advertising without any
\nsolicitation; or<\/p>\n

(b) is approached when they are no longer employed by the Group and they are
\na Good Leaver.<\/p>\n

8.5 Each of the undertakings set out in Clause 8.4 is separate and severable
\nand enforceable accordingly, and if any one or more of such undertakings or part
\nof an undertaking is held to be against the public interest or unlawful or in
\nany way an unreasonable restraint of trade, the remaining undertakings or
\nremaining part of the undertakings will continue in full force and effect and
\nwill bind the parties giving the same.<\/p>\n

8.6 Reliance by the Purchaser<\/strong><\/p>\n

From Completion and subject to the terms of this Agreement (including,
\nwithout limitation, the Warranties), the Purchaser undertakes to the Sellers and
\nthe Management (for itself and as agent and trustee for each other member of the
\nSellers153 Groups) that (in the absence of fraud) the Purchaser has no rights
\nagainst and shall not make any claim against any employee, director, agent,
\nofficer or adviser of any member of the Sellers153 Groups or Management on whom it
\nmay have relied before agreeing to any term of, or entering into, this Agreement
\nor any other agreement or document referred to herein.<\/p>\n

8.7 Section 338(g) Election<\/strong><\/p>\n

The Sellers shall not object to the Purchaser or the Group Companies making
\nup to or after Completion an election under Code Section 338(g) (and any
\ncorresponding elections under any applicable state, local or foreign laws, to
\nthe extent available) with respect to the purchase and sale of the Shares.<\/p>\n

Code<\/strong> means the United States Internal Revenue Code of 1986,
\nas amended. Any reference to any specific provision of the Code or any
\nregulations promulgated thereunder shall also refer to any successor provisions
\nthereto.<\/p>\n

8.8 The Purchaser undertakes to the Sellers that they shall procure that
\nthere is continued to be provided to Textron Inc. quarterly reports in relation
\nto asbestos claims concerning the Group Companies as required by section
\n6.1(h)(iii) of the purchase agreement dated 10 September 2008 between inter
\nalia<\/em> Textron Inc., Clyde Blowers Capital Fund II LP and others (the
\n“Textron Agreement<\/strong>“).<\/p>\n

9. CHANGE OF NAME<\/strong><\/p>\n

9.1 For the avoidance of doubt, the Sellers shall not object to the Purchaser
\nusing from and after the Completion Date the name “Clyde Union” as part of the
\nnames of any member of the Purchaser153s Group and in the business dealings of any
\nmember of the Purchaser153s Group and each of the Sellers acknowledge that none of
\nthem has any right to trade using or hold out that they still own or have<\/p>\n

23<\/p>\n

\n

<\/p>\n

rights to trade using the name “Clyde Union” from and after the Completion
\nDate save that nothing in this Agreement shall prevent the Sellers from
\nreferring to their former ownership of the Group or parts thereof.<\/p>\n

9.2 Prior to Completion, the Sellers shall:<\/p>\n

9.2.1 cause the name of any Subsidiary having such name to be changed to a
\nname which does not include the words “David Brown” or any similar words; and\n<\/p>\n

9.2.2 deliver to the Purchaser a certified copy of the resolution effecting
\nsuch change of name as soon as such resolution has been passed.<\/p>\n

9.3 The Purchaser may state as a sub-text under the name of Clyde Union DB
\nLimited wherever it is used that Clyde Union DB Limited is “formerly David Brown
\nEngineering Limited”. Only this wording shall be used and it may only be used
\nfor the Business Purposes. Any such sub-text shall be in a font smaller than the
\nfont of the name “Clyde Union DB Limited”.<\/p>\n

For the purpose of this Clause 9.3 “Business Purposes”<\/strong>
\nmeans for use in the ordinary course of the business of Clyde Union DB Limited
\nas carried on immediately prior to the Completion Date.<\/p>\n

10. PENSIONS<\/strong><\/p>\n

The provisions of Schedule 7 (The Pension Provisions)<\/em> shall apply.\n<\/p>\n

11. RELEASE OF LETTERS OF CREDIT<\/strong><\/p>\n

11.1 If any obligations of any third party (including a member of the Bank
\nClub) under any Letters of Credit or Foreign Exchange Contracts are not
\nterminated or released as at Completion the Purchaser shall either:<\/p>\n

11.1.1 pay or procure to be paid all indebtedness or other obligations
\ncovered by such Letter of Credit in a manner which results in such third party
\n(including a member of the Bank Club), as applicable, being released from their
\nwhole obligations under or pursuant to such Letter of Credit; or<\/p>\n

11.1.2 obtain and deliver to the Sellers and the Bank Club (if relevant) at
\nCompletion a letter of credit issued by a financial institution (approved by the
\nthird party (including any member of the Bank Club) acting reasonably) in favour
\nof the third party (including any member of the Bank Club) with respect to the
\nobligations of the Group under or in respect of each such Letter of Credit or
\nForeign Exchange Contract;<\/p>\n

and the Sellers shall provide such assistance as the Purchaser may reasonably
\nrequire to enable the Purchaser to perform its obligations under Clauses 11.1.1
\nand 11.1.2 above provided that the Purchaser shall meet the Sellers153 reasonable
\nexternal costs in relation to such assistance up to a maximum of 20,000
\n(excluding VAT) without the approval of the Purchaser and such higher amount
\nwith the Purchaser153s approval.<\/p>\n

12. CONFIDENTIALITY<\/strong><\/p>\n

12.1 The parties shall for a period of five years after the Signing Date
\npreserve the confidentiality of the Confidential Information and except to the
\nextent otherwise expressly permitted by this Agreement, not directly or
\nindirectly reveal, report, publish, disclose, transfer or use such Confidential
\nInformation for its own or any other purpose and if for any reason Completion
\nshall not take place in accordance with this Agreement, all documents supplied
\ncontaining such Confidential Information will be returned to the Sellers, no
\ncopies will be retained by the Purchaser and the Purchaser will, subject to
\nClause 12.2, continue to treat all such information as strictly private and
\nconfidential.<\/p>\n

24<\/p>\n

\n

<\/p>\n

12.2 Notwithstanding any other provision in this Agreement, any party may
\nafter prior consultation with the other parties whenever practicable, disclose
\nConfidential Information if and to the extent:<\/p>\n

12.2.1 required by law; or<\/p>\n

12.2.2 required by any securities exchange on which any party153s securities
\nare listed or traded; or<\/p>\n

12.2.3 required by any regulatory or governmental or other authority with
\nrelevant powers to which any party is subject or submits (whether or not the
\nauthority has the force of law); or<\/p>\n

12.2.4 required to enable that party to enforce its rights under this
\nAgreement by judicial process; or<\/p>\n

12.2.5 required by its professional advisers, officers, employees,
\nconsultants, sub-contractors or agents to provide their services (and subject
\nalways to similar duties of confidentiality); or<\/p>\n

12.2.6 that information is in or has come into the public domain through no
\nfault of that party; or<\/p>\n

12.2.7 the other parties have given prior written consent to the disclosure;
\nor<\/p>\n

12.2.8 it is necessary to obtain any relevant tax clearances from any
\nappropriate tax authority.<\/p>\n

13. ANNOUNCEMENTS<\/strong><\/p>\n

The Sellers and the Purchaser authorise the issue of such press releases and
\nother announcements and communications as the issuing party deems necessary to
\nfulfil legal, governmental, regulatory or other authority or any securities
\nexchange on which its securities are listed or traded requirements or to provide
\nits investors or other stakeholders with an appropriate level of information.
\nEach of the Sellers and the Purchaser agree to make reasonable efforts to notify
\nthe other parties sufficiently in advance of any public communication to permit
\nthe other parties to comment on such disclosure. To the extent that any
\ninformation is contained in an announcement or communication agreed pursuant to
\nthis Clause 13, the Parties (and any of their advisers) shall be entitled to use
\nit in future communications without any further agreement being required.<\/p>\n

14. FURTHER ASSURANCE<\/strong><\/p>\n

Without prejudice to any restriction or limitation on the extent of any
\nparty153s obligations under this Agreement, each party shall from time to time,
\nupon the request and at the expense of the another party, use all reasonable
\nendeavours to execute or procure the execution of any additional documents or do
\nor procure any other acts or things which may be required to give full effect to
\nthis Agreement in a form reasonably satisfactory to the parties concerned.<\/p>\n

15. TIME OF THE ESSENCE<\/strong><\/p>\n

Time is of the essence both as regards any time, date or period specified in
\nthis Agreement and as regards any time, date or period which may be substituted
\nfor them in accordance with this Agreement or by agreement in writing between
\nthe Sellers and the Purchaser.<\/p>\n

16. NOTICES<\/strong><\/p>\n

16.1 Any notice or other communication to be given in connection with this
\nAgreement (“notice<\/strong>“) shall be in writing. The Sellers hereby
\nappoint Clyde as their representative who may authorise the making of any
\nconsent, approval or request expressed to be made on behalf of the Sellers to
\nthe Purchaser pursuant to the terms of this Agreement and such Sellers153
\nrepresentative can be changed from time to time provided such change is notified
\nto the Purchaser in writing prior to the change taking effect. Any notice served
\non Clyde will be treated as validly given to all of the Sellers.<\/p>\n

25<\/p>\n

\n

<\/p>\n

16.2 The Management hereby appoints Allan Dowie as its representative who may
\nauthorise the making of any consent, approval or request expressed to be made on
\nbehalf of the Management to the Purchaser pursuant to the terms of this
\nAgreement and such Management representative can be changed from time to time
\nprovided such change is notified to the Purchaser in writing prior to the change
\ntaking effect. Any notice served on Allan Dowie will be treated as validly given
\nto all of the Management.<\/p>\n

16.3 A notice shall either be sent by fax or first class recorded post.<\/p>\n

16.4 A notice marked for the attention of the relevant Person shall be sent
\nto the address or the fax number set out below or to such other address or fax
\nnumber as may previously have been communicated to the other party in accordance
\nwith this Clause 16.4 and Clause 16.7.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

Party and Address<\/strong><\/p>\n<\/td>\n

\n

For the attention of<\/strong><\/p>\n<\/td>\n

\n

Fax Number<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Clyde Blowers Capital S. r.l<\/p>\n<\/td>\n

\n

Samia Rabia<\/p>\n<\/td>\n

\n

+(352) 24 87 37 41<\/p>\n<\/td>\n<\/tr>\n

\n

37, rue d153 Anvers<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

L-1130 Luxembourg<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

With a copy to<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Shauna Powell<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

1 Redwood Crescent<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

East Kilbride<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

G74 5PA<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

and a copy to:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Graeme Bruce<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Dundas & Wilson CS LLP<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

191 West George Street<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Glasgow<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

G2 2LD<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SCF-VI Offshore LP<\/p>\n<\/td>\n

\n

Anthony F. DeLuca<\/p>\n<\/td>\n

\n

+(713) 227 7850<\/p>\n<\/td>\n<\/tr>\n

\n

Maples Corporate Services Limited<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

PO Box 309<\/p>\n<\/td>\n

\n

With a copy to<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Ugland House<\/p>\n<\/td>\n

\n

Peter Stuart<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Grand Cayman<\/p>\n<\/td>\n

\n

15 Rubislaw Terrace<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

KY1-1104<\/p>\n<\/td>\n

\n

Aberdeen<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Cayman Islands<\/p>\n<\/td>\n

\n

AB10 1XE<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Thomas Burley<\/p>\n<\/td>\n

\n

With a copy to<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

9 Deaconsgrange Road<\/p>\n<\/td>\n

\n

Shauna Powell<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Thornliebank<\/p>\n<\/td>\n

\n

1 Redwood Crescent<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Glasgow<\/p>\n<\/td>\n

\n

East Kilbride<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

G46 7UL<\/p>\n<\/td>\n

\n

G74 5PA<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Allan Dowie<\/p>\n<\/td>\n

\n

With a copy to<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

7 Arkaig Place<\/p>\n<\/td>\n

\n

Shauna Powell<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Newton Mearns<\/p>\n<\/td>\n

\n

1 Redwood Crescent<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

26<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/p>\n

Glasgow<\/p>\n<\/td>\n

\n

East Kilbride<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

G74 5PA<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Stephen Gilbey<\/p>\n<\/td>\n

\n

With a copy to<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Laurel House<\/p>\n<\/td>\n

\n

Shauna Powell<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Cornsland<\/p>\n<\/td>\n

\n

1 Redwood Crescent<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Brentwood<\/p>\n<\/td>\n

\n

East Kilbride<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Essex<\/p>\n<\/td>\n

\n

G74 5PA<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

CM14 4JN<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Crawford Gorrie<\/p>\n<\/td>\n

\n

With a copy to<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

7 Glebe Road<\/p>\n<\/td>\n

\n

Shauna Powell<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Newton Mearns<\/p>\n<\/td>\n

\n

1 Redwood Crescent<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Glasgow<\/p>\n<\/td>\n

\n

East Kilbride<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

G77 6DU<\/p>\n<\/td>\n

\n

G74 5PA<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Chadwick Tuttle<\/p>\n<\/td>\n

\n

With a copy to<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

1007 Rabbit Ear Pass<\/p>\n<\/td>\n

\n

Shauna Powell<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Victor<\/p>\n<\/td>\n

\n

1 Redwood Crescent<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

NY 14564<\/p>\n<\/td>\n

\n

East Kilbride<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

USA<\/p>\n<\/td>\n

\n

East Kilbride<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Appleby Nominees (Jersey) Limited<\/p>\n<\/td>\n

\n

Patrick Jones<\/p>\n<\/td>\n

\n

01543 837729<\/p>\n<\/td>\n<\/tr>\n

\n

PO Box 207<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

13-14 Esplanade<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

St Helier<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Jersey<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

JE1 1BD<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SPX Corporation<\/p>\n<\/td>\n

\n

General Counsel<\/p>\n<\/td>\n

\n

+1 704 752 7412<\/p>\n<\/td>\n<\/tr>\n

\n

13515 Ballantyne Corporate Place<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Charlotte<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

North Carolina 28277<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

United States<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

16.5 A notice sent according to Clause 16.4 shall be deemed to have been
\nserved:<\/p>\n

16.5.1 if delivered personally at the address referred to in Clause 16.4, at
\nthe time of delivery;<\/p>\n

16.5.2 if sent by first class recorded post to the address referred to in
\nClause 16.4, at the expiration of two clear days after the time of posting in
\nthe case of inland post, and five clear days after the time of posting in the
\ncase of international post; or<\/p>\n

27<\/p>\n

\n

<\/p>\n

16.5.3 if sent by fax to the number referred to in Clause 16.4, at the time
\nof completion of transmission by the sender.<\/p>\n

If, under the preceding provisions of this Clause 16.5, a notice would
\notherwise be deemed to have been delivered in the place of receipt outside
\nnormal business hours (being 9.00 a.m. to 5.00 p.m. in the time zone of the
\nterritory of the recipient), it shall be deemed to have been received at 9:00am
\non the next opening of such business hours in the territory of the recipient.\n<\/p>\n

16.6 In proving receipt of the notice, it shall be sufficient to show:<\/p>\n

16.6.1 that personal delivery was made;<\/p>\n

16.6.2 that the envelope containing the notice was properly addressed and
\nposted as a first class pre-paid recorded letter; or<\/p>\n

16.6.3 that the fax was despatched and a confirmatory transmission report
\nreceived.<\/p>\n

16.7 A party shall notify the other parties to this Agreement of a change to
\nits name, address, fax number or the relevant Person to whom notices should be
\nsent for the purposes of Clause 16.4, provided that such notification shall only
\nbe effective:<\/p>\n

16.7.1 on the date specified in the notification as the date on which the
\nchange is to take place; or<\/p>\n

16.7.2 if no date is specified (or if the date specified is less than five
\nclear Business Days after the date on which notice is deemed to have been
\nserved), five clear Business Days after notice of any such change is deemed to
\nhave been given.<\/p>\n

16.8 For the avoidance of doubt, the parties agree that the provisions of
\nthis Clause 16 shall not apply in relation to the service of any claim form,
\napplication notice, order, judgment or other document relating to or in
\nconnection with any proceeding, suit or action arising out of or in connection
\nwith this Agreement.<\/p>\n

17. ASSIGNMENT<\/strong><\/p>\n

17.1 Subject to Clauses 17.2, 2.1.2 and 2.2 no party may:<\/p>\n

17.1.1 assign any of its rights under this Agreement; or<\/p>\n

17.1.2 transfer any of its obligations under this Agreement; or<\/p>\n

17.1.3 sub-contract or delegate any of its obligations under this Agreement;
\nor<\/p>\n

17.1.4 charge any of its rights or obligations under this Agreement.<\/p>\n

17.2 except with the prior consent in writing of the other parties, or as set
\nout below, any purported assignment, transfer, sub-contracting, delegation or
\ncharging in contravention of this Clause 17 shall be ineffective but the
\nPurchaser may:<\/p>\n

17.2.1 subject to Clause 17.3, assign (in whole or in part) the benefit of
\nthis Agreement to any other member of the Purchaser153s Group provided that (a)
\nthe burden is also so assigned (or novated) in the agreed form and the Purchaser
\nguarantees to the Sellers the assignee153s obligations in the agreed form and (b)
\nif such assignee ceases to be a member of the Purchaser153s Group, the Purchaser
\nwill procure that all the benefits and burdens relating to this Agreement that
\nhave been assigned to such assignee are re-assigned to the Purchaser immediately
\nbefore such cessation; and\/or<\/p>\n

17.2.2 assign (in whole or in part) the benefit of this Agreement to any bank
\nor financial institution by way of security for the purposes of or in connection
\nwith the financing or refinancing (whether in whole or in part) by the Purchaser
\nof the acquisition of the Shares;<\/p>\n

28<\/p>\n

\n

<\/p>\n

Provided that nothing in this Clause 17 shall increase the liability of any
\nof the Sellers or the Management under this Agreement following such
\nassignation.<\/p>\n

17.3 The Sellers and the Management agree to execute or procure the execution
\nof any agreed form assignment (or novation) of the burden in relation to the
\nassignment of the Purchaser to any other member of the Purchaser153s Group in
\naccordance with Clause 17.2.1 subject to the provision of a guarantee by the
\nPurchaser, in the agreed form, of the obligations of the assignee.<\/p>\n

18. COSTS<\/strong><\/p>\n

The parties shall each pay their own costs, charges and expenses in relation
\nto the negotiation, preparation, execution, implementation and performance of
\nthis Agreement and each document referred to in it and other agreements forming
\npart of the transaction, except that this Clause shall not prejudice the right
\nof any party to seek to recover its costs in any litigation or dispute
\nresolution procedure which may arise out of this Agreement. No Group Company
\nwill bear any part of the Sellers153 or the Management153s costs, charges and
\nexpenses.<\/p>\n

19. ENTIRE AGREEMENT<\/strong><\/p>\n

19.1 This Agreement and the documents referred to or incorporated in it
\nconstitute the entire agreement between the parties relating to the subject
\nmatter of this Agreement and supersede and extinguish any prior drafts,
\nagreements, undertakings, representations, warranties and arrangements of any
\nnature whatsoever, whether or not in writing, between the parties in relation to
\nthe subject matter of this Agreement.<\/p>\n

19.2 Each of the parties acknowledges and agrees that it has not entered into
\nthis Agreement in reliance on any statement or representation of any Person
\n(whether a party to this Agreement or not) other than as expressly incorporated
\nin this Agreement.<\/p>\n

19.3 Without limiting the generality of the foregoing, each of the parties
\nirrevocably and unconditionally waives any right or remedy it may have to claim
\ndamages and\/or to rescind this Agreement by reason of any misrepresentation
\n(other than a fraudulent misrepresentation) having been made to it by any Person
\n(whether party to this Agreement or not) and upon which it has relied in
\nentering into this Agreement.<\/p>\n

19.4 Except in the event of fraud, the Purchaser shall have no right to
\nrescind this Agreement in respect of any breach of Warranty or of any other
\nprovisions of this Agreement and its sole remedy in respect of such breach shall
\nbe damages for breach of contract under English law.<\/p>\n

19.5 Nothing contained in this Agreement or in any other document referred to
\nor incorporated in it shall be read or construed as excluding any liability or
\nremedy as a result of fraud.<\/p>\n

19.6 Unless otherwise provided, any outstanding obligation contained in this
\nAgreement will remain in force notwithstanding Completion.<\/p>\n

20. VARIATION<\/strong><\/p>\n

Any variation of this Agreement or of any of the documents referred to in it
\nis valid only if it is in writing and signed by or on behalf of each party.<\/p>\n

21. SURVIVAL OF PROVISIONS<\/strong><\/p>\n

Notwithstanding Completion, the provisions of this Agreement (and in
\nparticular, the Warranties) shall, to the extent that they remain to be
\nperformed or are capable of subsisting, remain in full force and effect and
\nshall be binding on, and enforceable by, the parties or their respective
\nsuccessors or assigns.<\/p>\n

29<\/p>\n

\n

<\/p>\n

22. INVALIDITY<\/strong><\/p>\n

22.1 If any provision of this Agreement is held to be invalid or
\nunenforceable by any judicial or other competent authority, all other provisions
\nof this Agreement will remain in full force and effect and will not in any way
\nbe impaired.<\/p>\n

22.2 If any provision of this Agreement is held to be invalid or
\nunenforceable but would be valid or enforceable if some part of the provision
\nwere deleted, or the period of the obligation reduced in time, or the range of
\nactivities or area covered, reduced in scope, the provision in question will
\napply with the minimum modifications necessary to make it valid and enforceable.\n<\/p>\n

23. WAIVERS<\/strong><\/p>\n

23.1 A waiver of any right, power, privilege or remedy provided by this
\nAgreement must be in writing and may be given subject to any conditions thought
\nfit by the grantor. For the avoidance of doubt, any omission to exercise, or
\ndelay in exercising, any right, power, privilege or remedy provided by this
\nAgreement shall not constitute a waiver of that or any other right, power,
\nprivilege or remedy.<\/p>\n

23.2 A waiver of any right, power, privilege or remedy provided by this
\nAgreement shall not constitute a waiver of any other breach or default by the
\nother party and shall not constitute a continuing waiver of the right, power,
\nprivilege or remedy waived or a waiver of any other right, power, privilege or
\nremedy.<\/p>\n

23.3 Any single or partial exercise of any right, power, privilege or remedy
\narising under this Agreement shall not preclude or impair any other or further
\nexercise of that or any other right, power, privilege or remedy.<\/p>\n

24. NO SET OFF<\/strong><\/p>\n

Except as expressly provided in this Agreement, the Purchaser shall have no
\nrights of set off whatsoever in respect of any sums or otherwise due to the
\nSellers, whether on Completion or at any time thereafter and the Purchaser and
\nthe Sellers shall pay all sums due to the Sellers or the Purchaser, respectively
\npursuant to this Agreement in full free from any deduction or withholding
\nwhatsoever except as may be required by law but excluding any withholding
\narrangements in relation to the payments to the Beneficial Owners.<\/p>\n

25. COUNTERPARTS<\/strong><\/p>\n

This Agreement may be entered into in any number of counterparts and by the
\nparties on separate counterparts, but shall not be effective until each party
\nhas executed and delivered at least one counterpart. Each counterpart, when
\nexecuted and delivered, shall constitute an original, but all the counterparts
\nshall together constitute one and the same instrument.<\/p>\n

26. GOVERNING LAW AND JURISDICTION<\/strong><\/p>\n

This Agreement shall be governed by and construed in accordance with English
\nlaw. The parties irrevocably agree that the courts of England and Wales shall
\nhave exclusive jurisdiction to settle any dispute arising out of or in
\nconnection with this Agreement in respect of any claim (including any
\nnon-contractual claim) brought against the Sellers and shall have non-exclusive
\njurisdiction in respect of any claim (including any non-contractual claim)
\nbrought by the Sellers.<\/p>\n

27. RIGHTS OF THIRD PARTIES<\/strong><\/p>\n

A Person who is not a party to this Agreement is not entitled to enforce any
\nof its terms under the Contracts (Rights of Third Parties) Act 1999 except where
\nthis Agreement expressly provides that such a Person is entitled to enforce any
\nof its terms under that Act.<\/p>\n

30<\/p>\n

\n

<\/p>\n

28. SERVICE OF PROCESS<\/strong><\/p>\n

Any legal action arising out of or in connection with this Agreement may be
\ncommenced against any party by proceedings being served on that party by being
\ndelivered to in accordance with Clause 16 (Notices)<\/em>. Nothing in this
\nSchedule affects the right to serve process in any manner permitted by law.<\/p>\n

29. EXECUTION<\/strong><\/p>\n

This Agreement is executed as a deed by the parties and is delivered
\nand takes effect on the date at the beginning of this Agreement.<\/strong><\/p>\n

31<\/p>\n

\n

<\/p>\n

SCHEDULES<\/strong><\/p>\n

Schedules will be provided to the Securities and Exchange Commission upon
\nrequest<\/p>\n

32<\/p>\n

\n

<\/p>\n

Executed as a Deed for and on behalf of SCF-VI OFFSHORE L.P.<\/strong>
\nby SCF-VI OFFSHORE G.P. L.P<\/strong>. in its capacity as general partner
\nof SCF-VI OFFSHORE L.P.<\/strong><\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Peter Stuart<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Peter Stuart<\/p>\n

in the presence of:<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Graeme M. Bruce<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Graeme M. Bruce<\/p>\n\n\n\n
\n

Address:<\/p>\n<\/td>\n

\n

191 West George Street
\nGlasgow<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Executed as a Deed by CLYDE BLOWERS CAPITAL S.A.R.L.<\/strong> acting
\nby<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ James McColl<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: James McColl<\/p>\n

in the presence of:<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Graeme M. Bruce<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Graeme M. Bruce<\/p>\n\n\n\n\n
\n

Address:<\/p>\n<\/td>\n

\n

191 West George Street<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Glasgow<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

33<\/p>\n

\n

<\/p>\n

Executed as a Deed by SPX CORPORATION <\/strong>acting by its Attorney
\nStephen Tsoris by Power of Attorney dated 22 August 2011.<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Stephen Tsoris<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Stephen Tsoris<\/p>\n

in the presence of:<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Graeme M. Bruce<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Graeme M. Bruce<\/p>\n\n\n\n\n
\n

Address:<\/p>\n<\/td>\n

\n

191 West George Street<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Glasgow<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Executed as a Deed by SHAKIL AHMED<\/strong><\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Shauna M. Powell<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Shauna M. Powell<\/p>\n

in the presence of:<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Graeme M. Bruce<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Graeme M. Bruce<\/p>\n\n\n\n\n
\n

Address:<\/p>\n<\/td>\n

\n

191 West George Street<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Glasgow<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Executed as a Deed by FRANCIS BARRETT<\/strong><\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Francis Barrett<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Francis Barrett<\/p>\n

in the presence of:<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Graeme M. Bruce<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Graeme M. Bruce<\/p>\n\n\n\n\n
\n

Address:<\/p>\n<\/td>\n

\n

191 West George Street<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Glasgow<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

34<\/p>\n

\n

<\/p>\n

Executed as a Deed by APPLEBY NOMINEES (JERSEY) LIMITED<\/strong>
\nacting by<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Patrick Jones<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Patrick Jones<\/p>\n

in the presence of:<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Jason Dillon<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Jason Dillon<\/p>\n\n\n\n\n
\n

Address:<\/p>\n<\/td>\n

\n

Chateau Du Port<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

St. Peter Jersey<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Brendon Dowling<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Brendon Dowling<\/p>\n

in the presence of:<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Jason Dillon<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Jason Dillon<\/p>\n\n\n\n\n
\n

Address:<\/p>\n<\/td>\n

\n

Chateau Du Port<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

St. Peter Jersey<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

35<\/p>\n

\n

<\/p>\n

Executed as a Deed by THOMAS BURLEY<\/strong><\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Thomas Burley<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Thomas Burley<\/p>\n

in the presence of:<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Graeme M. Bruce<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Graeme M. Bruce<\/p>\n\n\n\n\n
\n

Address:<\/p>\n<\/td>\n

\n

191 West George Street<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Glasgow<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Executed as a Deed by ALLAN DOWIE<\/strong><\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Allan Dowie<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Allan Dowie<\/p>\n

in the presence of:<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Graeme M. Bruce<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Graeme M. Bruce<\/p>\n\n\n\n\n
\n

Address:<\/p>\n<\/td>\n

\n

191 West George Street<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Glasgow<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Executed as a Deed by SHAUNA POWELL<\/strong> as Attorney for
\nZILLAH DOYLE<\/strong> under Power of Attorney dated<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Shauna M. Powell<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Shauna M. Powell<\/p>\n

in the presence of:<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Graeme M. Bruce<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Graeme M. Bruce<\/p>\n\n\n\n\n
\n

Address:<\/p>\n<\/td>\n

\n

191 West George Street<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Glasgow<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

36<\/p>\n

\n

<\/p>\n

Executed as a Deed by SHAUNA POWELL<\/strong> as Attorney for
\nJOHN FLEMING<\/strong> under Power of Attorney dated<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Shauna M. Powell<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Shauna M. Powell<\/p>\n

in the presence of:<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Graeme M. Bruce<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Graeme M. Bruce<\/p>\n\n\n\n\n
\n

Address:<\/p>\n<\/td>\n

\n

191 West George Street<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Glasgow<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Executed as a Deed by SHAUNA POWELL<\/strong> as Attorney for
\nMICHEL FOUCHE<\/strong> under Power of Attorney dated<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Shauna M. Powell<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Shauna M. Powell<\/p>\n

in the presence of:<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Graeme M. Bruce<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Graeme M. Bruce<\/p>\n\n\n\n\n
\n

Address:<\/p>\n<\/td>\n

\n

191 West George Street<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Glasgow<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Executed as a Deed by SHAUNA POWELL<\/strong> as Attorney for
\nSTEPHEN GILBEY<\/strong> under Power of Attorney dated<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Shauna M. Powell<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Shauna M. Powell<\/p>\n

in the presence of:<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Graeme M. Bruce<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Graeme M. Bruce<\/p>\n\n\n\n\n
\n

Address:<\/p>\n<\/td>\n

\n

191 West George Street<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Glasgow<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

37<\/p>\n

\n

<\/p>\n

Executed as a Deed by CRAWFORD GORRIE<\/strong><\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Crawford Gorrie<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Crawford Gorrie<\/p>\n

in the presence of:<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Graeme M. Bruce<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Graeme M. Bruce<\/p>\n\n\n\n\n
\n

Address:<\/p>\n<\/td>\n

\n

191 West George Street<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Glasgow<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Executed as a Deed by SHAUNA POWELL<\/strong> as Attorney for
\nMARK HANNIGAN<\/strong> under Power of Attorney dated<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Shauna M. Powell<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Shauna M. Powell<\/p>\n

in the presence of:<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Graeme M. Bruce<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Graeme M. Bruce<\/p>\n\n\n\n\n
\n

Address:<\/p>\n<\/td>\n

\n

191 West George Street<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Glasgow<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Executed as a Deed by SHAUNA POWELL<\/strong> as Attorney for
\nDANIEL HOLSTEGGE<\/strong> under Power of Attorney dated<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Shauna M. Powell<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Shauna M. Powell<\/p>\n

in the presence of:<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Graeme M. Bruce<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Graeme M. Bruce<\/p>\n\n\n\n\n
\n

Address:<\/p>\n<\/td>\n

\n

191 West George Street<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Glasgow<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

38<\/p>\n

\n

<\/p>\n

Executed as a Deed by SHAUNA POWELL<\/strong> as Attorney for
\nJOHN IAN MORRISON<\/strong> under Power of Attorney dated<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Shauna M. Powell<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Shauna M. Powell<\/p>\n

in the presence of:<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Graeme M. Bruce<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Graeme M. Bruce<\/p>\n\n\n\n\n
\n

Address:<\/p>\n<\/td>\n

\n

191 West George Street<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Glasgow<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Executed as a Deed by SHAUNA POWELL<\/strong> as Attorney for
\nGRAHAM ROBERTSON<\/strong> under Power of Attorney dated<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Shauna M. Powell<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Shauna M. Powell<\/p>\n

in the presence of:<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Graeme M. Bruce<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Graeme M. Bruce<\/p>\n\n\n\n\n
\n

Address:<\/p>\n<\/td>\n

\n

191 West George Street<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Glasgow<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Executed as a Deed by SHAUNA POWELL<\/strong> as Attorney for
\nBRIAN SCORER<\/strong> under Power of Attorney dated<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Shauna M. Powell<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Shauna M. Powell<\/p>\n

in the presence of:<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Graeme M. Bruce<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Graeme M. Bruce<\/p>\n\n\n\n\n
\n

Address:<\/p>\n<\/td>\n

\n

191 West George Street<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Glasgow<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

39<\/p>\n

\n

<\/p>\n

Executed as a Deed by SHAUNA POWELL<\/strong> as Attorney for
\nCHADWICK TUTTLE<\/strong> under Power of Attorney dated<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Shauna M. Powell<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Shauna M. Powell<\/p>\n

in the presence of:<\/p>\n\n\n\n
\n

Signature:<\/p>\n<\/td>\n

\n

\/s\/ Graeme M. Bruce<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Full Name: Graeme M. Bruce<\/p>\n\n\n\n\n
\n

Address:<\/p>\n<\/td>\n

\n

191 West George Street<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Glasgow<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

40<\/p>\n

<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8906],"corporate_contracts_industries":[9454],"corporate_contracts_types":[9622,9627],"class_list":["post-43615","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-spx-corp","corporate_contracts_industries-manufacturing__industrial","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43615","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43615"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43615"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43615"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43615"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}