EXHIBIT 10.1


 


EXECUTION COPY


 


STOCK PURCHASE AGREEMENT


 


THIS STOCK PURCHASE
AGREEMENT (this “Agreement”), dated as of February 11, 2016, is made by and among Aerex Industries, Inc., a
Florida corporation (the “Company”); Thomas Donnick, Jr. (the “Seller”); and Consolidated
Water U.S. Holdings, Inc., a Florida corporation (the “Buyer).


 


RECITALS


 


A.           The
Seller owns all of the outstanding capital stock of the Company.


 


B.           The
Buyer desires to purchase from the Seller, and the Seller desires to sell to Buyer, 2,550 shares of Common Stock of the Company,
which constitute fifty one percent (51%) of all the outstanding capital stock of the Company, subject to the terms and conditions
set forth in this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


Article
I

PURCHASE AND SALE


 


Section
1.01         Purchase of the Purchased Shares. Subject to
and upon the terms and conditions of this Agreement, the Buyer shall purchase from the Seller and the Seller shall sell to the
Buyer, all of his right, title and interest in and to 2,550 shares of Common Stock of the Company, which shares shall constitute
in the aggregate fifty one percent (51%) of all the outstanding capital stock of the Company immediately prior to the Closing,
on a fully diluted basis (collectively, the “Purchased Shares”), for the consideration specified in Section
1.02 below and in reliance on the parties’ other agreements and representations herein.


 


Section
1.02         Purchase Price. The purchase price (the “Closing
Date Purchase Price”) to be paid by the Buyer to the Seller at the Closing for all of the Purchased Shares shall consist
of Seven Million One Hundred Forty Thousand Dollars ($7,140,000.00) plus the Estimated Net Working Capital Payment. The Closing
Date Purchase Price shall be paid by Buyer at Closing to the Seller by wire transfer of immediately available funds to the account
specified on Exhibit A attached hereto. The Closing Date Purchase Price is subject to adjustment after Closing
as set forth in Section 2.04 below.


 


Article
II

THE CLOSING; CLOSING ADJUSTMENT


 


Section 2.01         The
Closing. The closing of the purchase and sale of the Purchased Shares (the “Closing”) shall take place
on the date first written above or at such other time or date as the parties hereto agree. The date of Closing is hereinafter referred
to as the “Closing Date.”


 




     

     

    

 


Section
2.02         Conditions to the Buyer’s Obligation to Close.
The obligations of the Buyer to consummate and effect this Agreement and the transactions contemplated hereby shall be subject
to the satisfaction, at or prior to the Closing, of each of the following conditions to the satisfaction of the Buyer:


 


(a)          The
Seller shall have delivered an Employment Agreement, in the form attached hereto as Exhibit B (the “Employment
Agreement”), and a Confidentiality, Non-Compete, Non-Solicitation and Invention Assignment Agreement, in the form attached
hereto as Exhibit C, each duly executed by the Seller (the “Confidentiality Agreement”).


 


(b)          The
Seller shall have delivered to the Buyer a certificate or certificates representing the Purchased Shares, accompanied by a stock
power or powers duly endorsed to the Buyer.


 


(c)          The
Company shall have delivered to the Buyer certificates of status from the Florida Secretary of State office, dated no more than
five (5) Business Days prior to the Closing Date.


 


(d)          Except
for Donnick, all of the directors of the Company shall have submitted letters of resignation to the Buyer, with such resignations
effective as of the Closing.


 


(e)          Possession
of, or access to, all originals (or copies if the originals are not available) of agreements, instruments, documents, deeds, books,
records, minute books, files and other data and information within the possession of the Company or any of its Affiliates belonging
to the Company, as of the Closing Date, whether in paper or electronic form (collectively, the “Records”); provided,
however, that Seller may retain (1) copies of any Records that the Seller is reasonably likely to need for complying with Laws;
and (2) copies of any Records that in the reasonable opinion of the Seller will be required in connection with the performance
of the Seller’s obligations hereunder.


 


(f)          All
consents waivers and approvals necessary or desirable to effectuate the transactions contemplated herein.


 


(g)          Estoppel
certificates duly and properly executed by all landlords and/or sublandlords with respect to any leased Real Property, in form
and substance satisfactory to Buyer.


 


(h)          The
Seller and the Company shall have executed and delivered to the Buyer the Shareholders’ Agreement with Buyer in the form
attached hereto as Exhibit D (the “Shareholders’ Agreement”).


 


(i)          All
loans and advances payable by the Company to banks, lenders or any other creditors (the “Creditors”) shall be
fully repaid, and the Seller shall provide evidence of such repayments from the Creditors in a form satisfactory to the Buyer.


 


(j)          The
bylaws of the Company shall be in such form as are acceptable to the Buyer and the Seller.


 




    	 	- 2 -	 



     

    

 


(k)          The
Company shall have executed and delivered the services agreement with Aquilex, Inc. attached hereto as Exhibit E
(the “Services Agreement”).


 


(l)          All
of the certifications from the American Society of Mechanical Engineers that the Company holds as of the Closing Date shall have
been renewed for a term of three years from the required renewal date, and any such certifications that are set to expire prior
to June 30, 2016 shall been renewed early, if permitted to be renewed early, for a term of three years from the next renewal date.


 


(m)          Completion
of an audit of the Company’s financial statements for fiscal year 2014 by Marcum LLP, at the Buyer’s expense.


 


(n)          The
Seller shall have loaned the Company Four Hundred Ninety Thousand Dollars ($490,000), and the Company shall have executed and delivered
to the Seller a term promissory note, in the form attached hereto as Exhibit F (the “Promissory Note”).


 


Section
2.03         Conditions to the Seller’s Obligation to Close.
The obligations of the Seller to consummate and effect this Agreement and the transactions contemplated hereby shall be subject
to the satisfaction, at or prior to the Closing, of each of the following conditions to the satisfaction of the Seller:


 


(a)          The
Buyer shall pay the Closing Date Purchase Price in immediately available funds to the Seller.


 


(b)          The
Company shall have delivered the Employment Agreement, the Confidentiality Agreement and the Services Agreement, each duly executed
by the Company.


 


(c)          The
Buyer and the Company shall have executed and delivered to the Seller the Shareholders’ Agreement.


 


(d)          Consolidated
Water Co. Ltd. (“Parent”) shall have executed and delivered a guaranty of Buyer’s obligations under Section 3.01
of this Agreement in form and substance acceptable to Seller.


 


(e)          All
consents waivers and approvals necessary or desirable to effectuate the transactions contemplated herein.


 


(f)          The
bylaws of the Company shall be in such form as are acceptable to the Buyer and the Seller.


 


(g)          Parent
shall have loaned the Company Five Hundred Ten Thousand Dollars ($510,000), and the Company shall have executed and delivered to
Parent the Promissory Note.


 


Section
2.04         Closing Estimates; Final Purchase Price.


 


(a)          Closing
Adjustment. At least three Business Days prior to the Closing, the Company shall have prepared and delivered to Buyer the Company’s
good-faith estimate of the Net Working Capital of the Company at the Closing Date (the “Estimated Net Working Capital”
(without giving effect to the transactions contemplated herein)), with such estimate based on the Company’s books and records
and calculated on a basis consistent with GAAP.


 




    	 	- 3 -	 



     

    

 


(b)          The
Buyer shall cause to be prepared in accordance with this Section 2.04(b) and deliver to the Seller as promptly as practicable,
and in any event within 60 days after the Closing Date, a written statement (the “Closing Statement”) setting
forth a good faith calculation of the accurate, true and complete balance sheet for the Company as of the Closing Date (without
giving effect to the transactions contemplated herein) which Closing Statement shall also indicate the Company’s Net Working
Capital at Closing (the “Closing Date Net Working Capital”) based on such balance sheet and prepared in accordance
with GAAP. The Closing Statement shall contain a good faith calculation of the adjustments to the Closing Date Purchase Price described
below in Section 2.04(c) and shall be prepared in accordance with GAAP. The Seller and his representatives shall be given
access to all books, records and other data of the Company for the purpose of reviewing the Closing Statement. Representatives
and employees of the Company may be consulted from time to time by the Seller and his representatives, and the Seller and his representatives
may confer with the Buyer, the Company and their respective representatives as to their examination and determination procedures
hereunder. The Closing Statement shall be final and binding on the parties unless, within 60 days after delivery thereof to the
Seller, written notice is given by the Seller to the Buyer of the Seller’s objection setting forth in reasonable detail the
Seller’s basis for each objection (such notice, a “Notice of Objection”). If Notice of Objection is given,
the Buyer and the Seller shall consult with each other with respect to the objection. If the Buyer and the Seller are unable to
reach agreement within 30 days after the Notice of Objection has been given, the objection subject to such disagreement may be
submitted by the Seller for arbitration to an accounting firm that is authorized to conduct business in the State of Florida and
duly registered with, and subject to oversight by, the Public Company Accounting Oversight Board (the “Neutral Accountants”).
Resolution of the objection shall be determined by the Neutral Accountants by applying the accounting methods, principles, practices,
conventions, policies and procedures deemed appropriate by the Neutral Accountants to resolve the disputed item(s). The Neutral
Accountants firm shall only review the disputed item(s) specified in the Notice of Objection and may not assign a value greater
than the greatest value claimed for such item by either party or smaller than the smallest value claimed by either party. The Neutral
Accountants shall as promptly as practicable deliver to the Seller and the Buyer a statement in writing setting forth its determination
as to the proper treatment of the items as to which there was disagreement, and such determination will constitute an arbitral
award and shall be final and binding upon the parties hereto without any further right of appeal upon which a judgment may be entered
by a court of law. It is the intention of the foregoing, among other things, that the Neutral Accountants shall act as an expert
and not as an arbitrator and the scope of the review by the Neutral Accountants of any dispute between the Buyer and the Seller
will be limited solely to the objections of the Seller set forth in the Notice of Objection sent by the Seller as provided in this
Section 2.04(b). The fees, expenses and charges of said accounting firm in making such determination shall be borne 50%
by the Seller, on the one hand, and 50% by the Buyer on the other hand. The Closing Date Purchase Price as so adjusted under this
Section 2.04 is referred to herein as the “Final Purchase Price”. The Net Working Capital as of the Closing
Date immediately prior to the Closing, as finally determined pursuant to this Section 2.04(b), is referred to herein, respectively,
as the “Final Net Working Capital.” Further, for purposes of this Section 2.04, the following terms shall
have the following meanings: (i) “Final Net Working Capital Surplus” means the amount by which the Final Net
Working Capital Payment exceeds the Estimated Net Working Capital Payment, and (ii) “Final Net Working Capital Deficit”
means the amount by which the Estimated Net Working Capital Payment exceeds the Final Net Working Capital Payment.


 




    	 	- 4 -	 



     

    

 


(c)          The
Final Purchase Price shall be determined and paid as follows:


 


(i)          The
Closing Date Purchase Price shall be reduced or increased by either (i) adding thereto the Final Net Working Capital
Surplus (the “Purchase Price Surplus”), or (y) subtracting therefrom the Final Net Working Capital
Deficit (the “Purchase Price Deficit”).


 


(ii)         In
the event of a Purchase Price Surplus, the Buyer shall pay to the Seller in immediately available funds an amount equal to the
Final Net Working Capital Surplus.


 


(iii)        In
the event of a Purchase Price Deficit, then the Seller shall pay to the Buyer in immediately available funds an amount equal to
the Final Net Working Capital Deficit.


 


(d)          Any
adjustments to the Purchase Price in accordance with this Section 2.04 shall be paid to the appropriate party within 5 Business
Days after the determination of the Final Purchase Price.


 


(e)          All
payments pursuant to this Section 2.04 shall (x) be treated by all parties for tax purposes as adjustments to the Final
Purchase Price and (y) be made by wire transfer of immediately available funds to the account(s) designated by the Seller or Buyer,
as the case may be.


 


(f)          The
Buyer acknowledges and agrees that the Company shall declare and pay a distribution to Seller immediately prior to the Closing
of approximately all the Company’s cash.


 


Article
III

PUT AND CALL OPTION


 


Section
3.01         Put and Call Option.


 


(a)          Grant
of Right. Subject to the terms and conditions of this Agreement, on or after the third anniversary of the Closing Date, (i)
the Seller shall have the right (the “Put Right”) to cause the Buyer to purchase from the Seller, and (ii) the
Buyer shall have the right (the “Call Right”) to cause the Seller to sell to the Buyer, all of the remaining
shares capital stock of the Company held by the Seller (collectively, the “Option Shares”) at such time at the
Exercise Price (as defined in Section 3.01(f)(i) hereof).


 


(b)          Procedures.


 


(i)          If
the Seller desires to exercise the Put Right or the Buyer desires to exercise the Call Right (such party exercises the right, the
“Exercising Party”), the Exercising Party shall deliver to the other party (the “Responding Party”)
a written notice (the “Exercise Notice”) exercising the Put Right or the Call Right, as applicable.


 




    	 	- 5 -	 



     

    

 


(ii)         The
Seller shall, at the closing of any purchase consummated pursuant to this Section 3.01, represent and warrant to the Buyer that
(A) the Seller has full right, title and interest in and to the Option Shares, (B) the Seller has all the necessary power and authority
and has taken all necessary action to sell such Option Shares as contemplated by this Section 3.01, and (C) the Option Shares are
free and clear of any and all Liens other than those arising as a result of or under the terms of this Agreement.


 


(iii)        Subject
to Section 3.01(c) below, the closing of any sale of Option Shares pursuant to this Section 3.01 shall take place no later than
120 Business Days following receipt by the Responding Party of the Exercise Notice, or such other time period as may be agreed
to in writing by the parties hereto. The Responding Party shall give the Exercising Party at least 10 Business Days’ written
notice of the date of closing (the “Option Closing Date”).


 


(c)          Consummation
of Sale. The Buyer shall pay the Exercise Price for the Option Shares by wire transfer of immediately available funds to the
account specified in writing by the Seller on the Option Closing Date.


 


(d)          Cooperation.
The Buyer and the Seller each shall take all actions as may be reasonably necessary to consummate the sale contemplated by this
Section 3.01, including, without limitation, entering into agreements and delivering certificates and instruments and consents
as may be deemed necessary or appropriate.


 


(e)          Closing.
At the closing of the sale and purchase pursuant to this Section 3.01, the Seller shall deliver to the Buyer a certificate or certificates
representing the Option Shares, accompanied by stock powers and all necessary stock transfer taxes paid and stamps affixed, if
necessary, against receipt of the Exercise Price.


 


(f)          Exercise
Price.


 


(i)          The
purchase price per share at which the Company shall be required to purchase the Option Shares (the “Exercise Price”)
shall be equal to the Fair Market Value of the Option Shares as of the date of the Exercise Notice.


 


(ii)         For
purposes of this Agreement, the term “Fair Market Value” shall mean the fair market value of the Option Shares
as of the date of the Exercise Notice, determined on an enterprise value basis without the application of any discounts, including
discounts for lack of marketability or minority interest. The Fair Market Value shall be determined by a reputable independent
valuation firm with experience in determining the value of companies similar to the Company (a “Qualified Valuation Firm”)
jointly selected by the Buyer and the Seller. In the event the Buyer and the Seller are unable to agree on the selection of a Qualified
Valuation Firm, then the Buyer shall select one Qualified Valuation Firm (the “Buyer QVF”), the Seller shall
selection one Qualified Valuation Firm (the “Seller QVF”), and the Qualified Valuation Firms so selected shall
select a third (the “Independent QVF”). Each such Qualified Valuation Firm shall determine the Fair Market Value
of the Option Shares. If the value determined by either the Buyer QVF or by the Seller QVF is not less than 80% or not more than
120% of the value determined by the Independent QVF, then the average of the Independent QVF value, the Buyer QVF value and the
Seller QVF value shall constitute the final Fair Market Value. If the value determined by either the Buyer QVF or by the Seller
QVF is less than 80% or more than 120% of the value determined by the Independent QVF (each, a “Widely Varying Value”),
then such Widely Varying Value of the Buyer QVF and/or Seller QVF shall be disregarded, and the average of the Independent QVF
value and any non-Widely Varying Value shall constitute the final Fair Market Value. The costs of the Buyer QVF shall be borne
by the Buyer; the costs of the Seller QVF shall be borne by the Seller; and the costs of the Independent QVF (or the mutually agreed
upon Qualified Valuation Firm, if applicable) shall be shared equally by the Buyer and the Seller.


 




    	 	- 6 -	 



     

    

 


Article
IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The Company represents
and warrants to the Buyer that the statements in this ARTICLE IV are correct as of the date of this Agreement except as
set forth in the schedules accompanying this ARTICLE IV (collectively, the “Disclosure Schedules”).


 


Section
4.01         Organization and Corporate Power and No Contravention.


 


(a)          The
Company is a corporation duly organized, validly existing and in good standing under Florida law. The Company has taken all corporate
action required to authorize the execution and delivery of this Agreement and each Other Transaction Document to which it is to
be a party at Closing. The Company has duly executed and delivered this Agreement, and, at or before the Closing, will have duly
executed and delivered each Other Transaction Document to which it is a party.


 


(b)          The
Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on the Business
as now conducted. The Company is qualified to do business and is in good standing (or its equivalent) as a foreign corporation
in every jurisdiction in which its ownership of property or the conduct of the Business as now conducted requires it to qualify,
except where the failure to be qualified would not have a material adverse effect, all of which jurisdictions are set forth on
Schedule 4.01(b). The Company has all requisite corporate power and authority to execute, deliver and perform this
Agreement and each Other Transaction Document to which it is to be a party and to consummate the transactions contemplated herein
or therein. This Agreement constitutes, and each Other Transaction Document to which it is to be a party at Closing will constitute,
the Company’s legal, valid and binding obligation, enforceable against the Company in accordance with its terms (subject
to applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or similar laws affecting creditors’
rights generally and to general equitable principles).


 


(c)          The
execution and delivery of this Agreement and the Other Transaction Documents by the Company and the consummation of the transactions
contemplated hereby and thereby by the Company at the Closing does not, directly or indirectly, (i) violate any provision of the
Organizational Documents of the Company or any resolution adopted by the board of directors or shareholders of the Company, (ii)
except as set forth on Schedule 4.01(c), conflict with, result in the breach of, or constitute a default under, or
require any authorization, consent, approval, exemption or other action by or notice to any third party or any Governmental Body
or under the provisions of any material agreement or instrument to which the Company is a party or by which the property of the
Company is bound or affected, or (iii) violate any laws, regulations, orders or judgments applicable to the Company.


 




    	 	- 7 -	 



     

    

 


Section 4.02         Subsidiaries.
The Company does not own any equity interests in any other corporation, partnership, limited liability company, joint venture or
other entity.


 


Section
4.03         Organizational Documents; Books and Records.


 


(a)          The
copies of the Organizational Documents of the Company made available to the Buyer are complete and correct and represent the presently
effective Organizational Documents of the Company. The Company is not in violation of its Organizational Documents.


 


(b)          Except
as disclosed on Schedule 4.03(b), the minute books, and share record books of the Company, the contents of which have been
made available to the Buyer, are complete and correct in all material respects.


 


Section
4.04         Capitalization. The Company’s authorized
and outstanding capital stock is as set forth on the attached Schedule 4.04. Schedule 4.04 sets forth the
names of the holders of record of all shares of the Company’s issued and outstanding common stock and the number of shares
held by each such holder. All of the issued and outstanding shares of the Company’s common stock is duly authorized, has
been validly issued and is fully paid and non-assessable. Except for the Purchased Shares and the shares of Company’s common
stock retained by the Seller, there are no shares of capital stock or other equity securities of the Company issued, reserved for
issuance or outstanding. All of the issued and outstanding shares of common stock of the Company were issued in compliance with
applicable securities laws or exemptions therefrom and are not subject to any preemptive rights. There are no outstanding options,
warrants, rights to subscribe to, purchase (or repurchase) rights, conversion rights, phantom stock rights, stock appreciation
rights, redemption rights, calls or commitments made by the Company relating to any shares of capital stock or other securities
issued by the Company containing any equity features, or Contracts by which the Company is bound to issue additional shares of
its capital stock or other equity securities, or options, warrants, rights to subscribe to, purchase rights, calls or commitments
made by the Company relating to any shares of capital stock or other equity securities of the Company. The Company does not have
outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into
or exercisable for securities having the right to vote) on any matter. The Company is not a party to and there is not any Contract,
right of first refusal, right of first offer, proxy, voting agreement, voting trust, registration rights agreement or stockholders
agreement, whether or not the Company is a party thereto, with respect to the purchase, sale or voting of any shares of capital
stock of the Company or any securities convertible into or exchangeable or exercisable for any shares of capital stock of the Company.


 


Section
4.05         Financial Statements.


 


(a)          The
attached Schedule 4.05(a) contains true and complete copies of (i) the Company’s audited balance sheets as of
December 31, 2013 and December 31, 2014, and the related statements of income and cash flows for the fiscal year ended December
31, 2014 (the “Year-End Financial Statements”), and (ii) the Company’s unaudited balance sheet as of September
30, 2015 (the “Latest Balance Sheet”) and the related statements of income for the period ended September 30,
2015 (the “Interim Financial Statements” and, together with the Year-End Financial Statements, the “Financial
Statements”). Except as specifically noted on Schedule 4.05(a), the Financial Statements (including any related
notes and Schedules) present fairly in all material respects the financial condition and results of operations of the Company in
accordance with GAAP as of the dates and for the periods referred to therein. Except as set forth on Schedule 4.05(a),
all of the Financial Statements have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods
indicated.


 




    	 	- 8 -	 



     

    

 


(b)          Except
as set forth on Schedule 4.05(b), the Company does not have any liabilities or obligations (together the “Liabilities”)
of a type required to be reflected on financial statements prepared in accordance with GAAP, except for (i) Liabilities disclosed,
provided for, reflected in, reserved against or otherwise described in the Latest Balance Sheet, (ii) Liabilities incurred, accruing
or arising after the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice, and (iii)
Liabilities under this Agreement.


 


(c)          The
books and records of the Company has been maintained in accordance with GAAP on a basis consistent with past periods and throughout
the periods involved. The Company (i) makes and keeps accurate books and records and (ii) maintains internal accounting controls
that provide reasonable assurance that (A) transactions are executed in accordance with management’s authorization, (B) transactions
are recorded as necessary to permit preparation of its consolidated financial statements in accordance with GAAP, and (C) access
to their respective assets is permitted only in accordance with management’s authorization.


 


(d)          Except
as provided on Schedule 4.05(d), the Company does not have any Indebtedness.


 


(e)          The
Company has delivered to Buyer a true, correct and complete aging schedule of all accounts receivable of the Company, as of the
business day prior to Closing. All of the Company’s accounts receivable (i) represent actual, valid obligations incurred
by the respective account debtors owing to the Company with respect to the Business, (ii) have arisen from bona fide transactions
in the ordinary course, (iii) are adequately reserved and properly stated on the books and records of the Company in accordance
with GAAP, (iv) the goods and services involved have been sold and delivered or performed, as the case may be, to the account
obligors, and, no further goods other than by warranty are required to be provided and no further services other than warranty
services are required to be rendered in order to complete the sales and fully render the services and to entitle collection
of the accounts receivable in full. Except as set forth in Schedule 4.05(e), no such account receivable has been assigned
or pledged to any other Person and, except only to the extent fully reserved against as set forth in the Closing Statement, to
the Company’s Knowledge, no defense or set-off to any such account has been asserted by the account obligor.


 


Section
4.06         Absence of Certain Developments. Except as set
forth on the attached Schedule 4.06 and except as expressly contemplated by this Agreement, since the date of the Latest
Balance Sheet, (i) the Company has not engaged in any material transaction that was not in the ordinary course of business and
consistent with past practice, (ii) to the Company’s Knowledge, there has not been any material adverse change in the Company’s
or the Business’ sales patterns, pricing policies, accounts receivable or accounts payable, taken as a whole, and (iii) to
the Company’s Knowledge, there has not been any material adverse change in the relationships between the Company, on the
one hand, and any customer, supplier, licensee, lessor, insurer or other Person with whom the Company has material business relationships,
on the other hand. Without limiting the generality of the foregoing, except as set forth on the attached Schedule 4.06
and except as expressly contemplated by this Agreement, since the date of the Latest Balance Sheet, the Company has not:


 




    	 	- 9 -	 



     

    

 


(a)          issued
or sold any of its capital stock or other equity securities, or any options, warrants, convertible or exchangeable securities,
subscriptions, rights, stock appreciation rights, calls or commitments of any kind with respect to its capital stock or other equity
securities, or split, combined or reclassified any shares of its capital stock or other equity securities;


 


(b)          (i)
increased the base salary, annual bonus or any other form of compensation payable to any of its employees or directors (except
for changes in compensation in the ordinary course of business and consistent with past practice in connection with promotions
or periodic reviews, but only with respect to employees other than officers or directors), (ii) implemented, announced or committed
to any “across-the-board” wage increase for its hourly employees or (iii) adopted or, except as required by applicable
law, amended any Plan;


 


(c)          entered
into any Contract with any labor union;


 


(d)          planned,
announced, implemented or effected any reduction in force, lay off, early retirement program or similar program applicable generally
across the Company’s employee base;


 


(e)          adopted
a plan of liquidation, dissolution, merger, consolidation or other reorganization;


 


(f)          (i)
made any material change in its accounting or tax methods, principles or practices or elections, or (ii) revalued any assets of
the Company, including inventory or accounts receivable write-downs, except as reflected in the Financial Statements;


 


(g)          accelerated
the collection of, or discounted, accounts receivable, delayed the payment of accounts payable or deferred expenses;


 


(h)          incurred
any Indebtedness;


 


(i)          created
or incurred any Lien on any assets of the Company or otherwise disposed of any assets of the Company in excess of $25,000 individually
or $100,000 in the aggregate, other than sales of obsolete equipment in the ordinary course of business consistent with past practice
and other than sales of inventory in the ordinary course of business;


 


(j)          made
any capital contributions to or equity or debt investments in any Person, other than non-material advances to vendors and employees
in the ordinary course of business consistent with past practice;


 




    	 	- 10 -	 



     

    

 


(k)          made
any acquisition of any assets, properties, capital stock or business of any other Person, whether by merger, stock or asset purchase
or otherwise, other than purchases of fixed assets, inventory, supplies and software/systems upgrades in the ordinary course of
business consistent with past practice;


 


(l)          sold,
licensed, assigned, transferred, abandoned, allowed to lapse or otherwise disposed of any material Intellectual Property or other
intangible assets, except in the ordinary course of business consistent with past practice;


 


(m)          (i)
terminated any Contract that if in existence on the date hereof would have been required to be listed on Schedule 4.06
or (ii) terminated or allowed to expire any Contract pursuant to which the Company leased any asset;


 


(n)          entered
into any Contract outside of Contracts and purchase orders entered into in the ordinary course of business, to provide services
that could reasonably be expected to result in the Company being required to commit in excess of $100,000 for either working capital
or the purchase of assets to fulfill its obligations under such Contract;


 


(o)          failed
to maintain in full force and effect the Insurance Policies;


 


(p)          made
or revoked any material election with regard to Taxes or filed any material amended Tax Returns;


 


(q)          commenced
or settled any criminal or material civil Claim; or


 


(r)          committed
to do any of the foregoing.


 


Section
4.07         Title to and Conditions of Assets; Real Property.


 


(a)          The
Company has good and marketable title to all of its properties, interests in properties and assets, real and personal, or with
respect to leased properties and assets, valid leasehold or sub-leasehold interests therein, free and clear of all Liens, except
for Permitted Liens. The property and equipment of the Company and all other tangible property that is used in the operation of
its business is in good operating condition and repair, subject to normal wear and tear, are adequate and suitable in all material
respects for the uses to which they are being put and the operation of such businesses.


 


(b)          Schedule 4.07
identifies all real property owned, leased or subleased by the Company (the “Real Property”). The Real Property
is all of the real property necessary for the conduct of the business of the Company as presently conducted. Neither the Seller
nor any of its Affiliates, including the Company, has leased or otherwise granted to any Person the rights to use or occupy any
owned Real Property or any portion thereof. There are no outstanding options to purchase such owned Real Property or any portion
thereof or interest therein. The Company does not have an option to acquire any real property. The Company’s interest in
any lease or sublease with respect to such Real Property is not subject to any Lien, except Permitted Liens. Each lease agreement
to which the Company is a party regarding Real Property is a valid and binding obligation of the Company, as applicable, and is
in full force and effect and is enforceable against the Company and, to the Knowledge of the Company, against the other parties
thereto, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating
to or affecting creditors’ rights and to general principles of equity. The Company is not in or, alleged to be in, breach
or default under any of such lease agreements. There are no Contracts to which the Company is a party granting to any Person the
right of use or occupancy of any such leased Real Property, and there are no parties (other than the Company) occupying any of
such leased Real Property. The Company’s occupation, possession and use of the Real Property has not been disturbed and no
claim has been asserted or threatened adverse to the rights of the Company to the continued occupation, possession and use of any
of the Real Property. The Real Property is supplied with all utilities adequate to serve such Real Property for the Business’
current use thereof.


 




    	 	- 11 -	 



     

    

 


Section
4.08         Tax Matters. Except as set forth on the attached
Schedule 4.08:


 


(a)          The
Company has properly prepared and duly and timely filed (taking into account any applicable extensions) all Tax Returns required
to be filed by it with the appropriate Governmental Body in all jurisdictions in which any such Tax Returns were required to be
filed. Each such Tax Return has been prepared in compliance in all material respects with all applicable laws, and all such Tax
Returns are accurate, complete and correct in all material respects. All Taxes payable by or on behalf of the Company, regardless
of whether shown on such Tax Returns, have been fully and timely paid. The Company has made available to the Buyer correct and
complete copies of all Tax Returns of the Company for taxable periods ending on or after December 31, 2012, and all examination
reports, and statements of deficiencies assessed against or agreed to by the Company issued since January 1, 2013. The Company
has complied in all material respects with all applicable laws and regulations relating to the payment and withholding of Taxes
and has duly and timely withheld and paid over to the appropriate Governmental Bodies all Taxes required to have been withheld
and paid in connection with any amounts paid to any employee, independent contractor, creditor, stockholder or other third party.


 


(b)          The
Company is not the beneficiary of any extension of time within which to file any Tax Return, which Tax Return has since not been
filed. No agreement, waiver or other document or arrangement extending or having the effect of extending the period for assessment
or collection of Taxes (including any applicable statute of limitation) has been executed or filed with any Governmental Body by
or on behalf of the Company. No power of attorney with respect to any Tax matter is currently in force.


 


(c)          No
Tax Return concerning or relating to the Company or with respect to the Company’s income, operations, assets or activities
for any taxable period or portion thereof since December 31, 2012 has been audited or examined by a Governmental Body. There is
no Tax Proceeding pending or, to the Company’s Knowledge, threatened against or with respect to the Company. All deficiencies
asserted or assessments made as a result of any audits or examinations by any Governmental Body of the Tax Returns of or covering
or including the Company have been fully paid. No claim has been made by a Governmental Body in a jurisdiction where Tax Returns
concerning or relating to the Company or with respect to the Company’s income, operations, assets or activities have not
been filed that it is or may be subject to taxation by that jurisdiction. No issue has been raised by any Governmental Body in
any prior audit or examination which, by application of the same or similar principles, could reasonably be expected to result
in a proposed deficiency for any subsequent taxable period.


 




    	 	- 12 -	 



     

    

 


(d)          The
Company is not a party to or bound by any Tax allocation, Tax indemnity, Tax sharing or similar agreement or arrangement.


 


(e)          Neither
the Company, nor any Person on behalf of the Company, has (1) agreed to or is required to make any adjustments pursuant to Section 481(a)
of the Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the
Company or has any Knowledge that a Governmental Body has proposed any such adjustment or change in accounting method, or has any
application pending with any Governmental Body requesting permission for any changes in accounting methods that relate to the business
or operations of the Company or (2) executed or entered into a closing agreement pursuant to Section 7121 of the Code or any
predecessor provision thereof or any similar provision of state, local or foreign law with respect to the Company. The Company
is not required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period
(or portion thereof) ending after the Closing Date as a result of any installment sale or open transaction disposition on or prior
to the Closing Date or prepaid amount received on or prior to the Closing Date.


 


(f)          The
Company is not a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or has not filed
or been included in a combined, consolidated or unitary income Tax Return with another Person. The Company has no liability for
the Taxes of any Person under Treasury Regulation § 1.1502-6 (or any similar provision of state, local, or foreign law), or
as a transferee or successor, by Contract or otherwise. The Company does not own any interest in any Person that is treated as
a partnership for U.S. federal income Tax purposes or would be treated as a pass-through or disregarded entity for any Tax purpose.


 


(g)          There
are no Liens for Taxes on the assets of the Company, except for Liens for Taxes not yet due and payable.


 


(h)          The
Company has disclosed on its Tax Returns all positions taken therein that could reasonably be expected to give rise to a substantial
understatement of federal income Tax within the meaning of Section 6662 of the Code. The Company is not and has not been a
party to any “reportable transaction” as defined in Treasury Regulation § 1.6011-4.


 


(i)          The
Seller is not a foreign person within the meaning of Section 1445 of the Code or any other laws requiring withholding of amounts
paid to foreign persons. The transactions contemplated herein are not subject to Tax withholding provisions under the Code or any
other applicable Law.


 


(j)          None
of the assets of the Company is (1) required to be or are being depreciated under the alternative depreciation system of Section 168(g)(2)
of the Code, (2) subject to Section 168(f) of the Code, or (3) property that the Company will be required to treat as “tax
exempt use property” within the meaning of Section 168(h)(1) of the Code. The Company has not issued any “industrial
development bonds” as contemplated in the Internal Revenue Code of 1954, as amended prior to the enactment of the Code, or
“private activity bonds” within the meaning of Section 141 of the Code or other tax exempt financings to acquire
or lease assets of the Company.


 




    	 	- 13 -	 



     

    

 


(k)          The
Company is an S Corporation for United States federal income tax purposes and the Company’s S Corporation election has been
maintained, uninterrupted, since the Company’s formation.


 


Section
4.09         Contracts and Commitments.


 


(a)          Except
as set forth on the attached Schedule 4.09, the Company is not a party to any, whether written or oral:


 


(i)          collective
bargaining Contract with any labor union;


 


(ii)         bonus,
pension, profit sharing, retirement or other form of deferred compensation plan, or stock purchase, stock option or similar plan,
other than as set forth on Schedule 4.12;


 


(iii)        Contract
for the employment of any officer, individual employee or other person on a full-time or consulting basis providing for base compensation
in excess of $35,000 per annum;


 


(iv)        Contract
providing for severance payments in excess of $25,000;


 


(v)         Contract
evidencing, securing or otherwise relating to Indebtedness or to mortgaging, pledging or otherwise placing a Lien on any portion
of the assets of the Company;


 


(vi)        guaranty
of any Indebtedness;


 


(vii)       Contract
under which it is lessee of, or holds or operates, any real or tangible personal property owned by any other Person;


 


(viii)      Contract
under which it is lessor of or permits any third-party to hold or operate any tangible property, real or personal;


 


(ix)         Contract
in excess of $100,000 with any (x) Major Customer to provide goods, services, or products or (y) Major Supplier to purchase goods,
services, or products;


 


(x)          Contract
which prohibits the Company from freely engaging in business anywhere in the world;


 


(xi)         Contract
containing a standstill or similar agreement pursuant to which the Company has agreed not to acquire assets or securities of any
other party;


 


(xii)        Contract
providing for the indemnification by the Company of any Person, except for any such Contract that (x) is not material to the Company
and (y) was entered into in the ordinary course of business consistent with past practice;


 


(xiii)       Contract
that contains a put, call or similar right pursuant to which the Company could be required to purchase or sell, as applicable,
any equity interests of any Person or assets that have a fair market value or purchase price of more than $50,000;


 




    	 	- 14 -	 



     

    

 


(xiv)      Contract
with any Person (other than purchase orders entered into in the ordinary course of business) that is reasonably likely to require
either (x) annual payments to or from the Company of more than $100,000 or (y) aggregate payments to or from the Company of more
than $100,000;


 


(xv)       Contracts
creating any partnership or joint venture or similar arrangement involving the sharing of profits or losses;


 


(xvi)      Contracts
containing exclusivity or “most-favored-nations” provisions;


 


(xvii)     any
agreement (including confidentiality, non-compete, non-solicitation and restrictive covenant agreements) that purports to limit
the Company’s (or, to the Company’s Knowledge, any of its employees’ or independent contractors’) freedom
to compete and engage in business freely in any line of business or in any geographic area; or


 


(xviii)    Contracts
with any Related Party.


 


Except as identified on
Schedule 4.09 with respect to limitations imposed by confidentiality commitments under applicable law, true and complete
copies of each written Contract listed on Schedule 4.09 have been made available to the Buyer (including all modifications,
amendments and supplements thereto).


 


(b)          Each
of the Contracts listed on Schedule 4.09 is a valid and binding obligation of the Company, and, to the Knowledge of
the Company, is valid, binding, and enforceable against the other parties thereto, enforceable in accordance with its terms, except
as may be limited by bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors’
rights and general principles of equity. Except as set forth on Schedule 4.09, (i) the Company has performed all of
its material obligations required to be performed as of the date of this Agreement under, and is not in material default under
(or, to the Company’s Knowledge, is not alleged to be in breach of or default under), any Contract listed on Schedule 4.09,
(ii) to the Knowledge of the Company, each other party to each of the Contracts listed on Schedule 4.09 is not in material
default thereunder, and (iii) to the Company’s Knowledge, no event has occurred which with notice or lapse of time would
constitute a breach or default in any material respect by the Company or by any such other party thereto, or permit termination,
modification or acceleration, under such Contract. There has been no termination or notice of default received by the Company or,
to the Knowledge of the Company, any threatened termination or notice of default under any Contract listed on Schedule 4.09.


 


(c)          Except
as otherwise set forth on Schedule 4.09(c), the Company is not a party to or bound by any Contract or Contracts the
terms of which were arrived at by or otherwise reflect less-than-arm’s-length negotiations or bargaining. Except as set forth
on Schedule 4.09(c), no Affiliate of the Company is a party to any Contract relating to the Business. Each Contract
of the Company relates solely to the Business (and not to any other business in which the Company or the Seller or any of their
Affiliates may be engaged).


 




    	 	- 15 -	 



     

    

 


Section
4.10         Intellectual Property. Schedule 4.10
sets forth a list of all Intellectual Property (other than items falling within clause (v) and (vii) of the definition of Intellectual
Property and “off-the-shelf” commercially available Software) owned or licensed by the Company and used in and material
to the conduct of the Business. The Company’s rights in the Intellectual Property owned by or licensed to it constitute all
the rights in Intellectual Property required for the operation of the Business as presently conducted in the last five (5) years.
No claim or allegation has been asserted or, to the Knowledge of the Company, threatened by any third party that the use or exploitation
by the Company of any Intellectual Property infringes, misappropriates or violates the Intellectual Property of any third-party.
To the Company’s Knowledge, the operation of the Business does not infringe, misappropriate or violate any Intellectual Property
of third parties. No action before any Governmental Body has been instituted, settled or, to the Company’s Knowledge, threatened
that alleges any such infringement, violation or misappropriation, and none of the Intellectual Property is subject to any outstanding
order or decree of any Governmental Body directed specifically at the Company. The Company has not made any indemnification payments
to any Person for or against any infringement with respect to any intangible rights. To the Company’s Knowledge, no third
party is infringing or misappropriating any Intellectual Property of the Company. The Company has taken commercially reasonable
steps to protect the confidentiality of the Company’s trade secrets. Schedule 4.10 lists all material licenses
and sublicenses whereby the Company is granted rights, interests and authority, whether on an exclusive or non-exclusive basis,
as licensee with respect to any Intellectual Property that is used in or necessary for the Business. The Company has made available
to Buyer true and complete copies of all such agreements or the forms thereof other than with respect to off the shelf software
and programs. To the Company’s Knowledge, all such agreements are valid, binding and enforceable between the Company and
the other parties, and the Company and, to the Company’s Knowledge, the other parties are in full compliance with the terms
and conditions of such agreements. Except as set forth on Schedule 4.10, no interest in the Company’s Intellectual
Property has been assigned, transferred, licensed or sublicensed by the Company or the Seller to any Person other than in the ordinary
course of the Company’s business. Except as disclosed on Schedule 4.10, (i) neither the Company nor any Person
acting on the Company’s behalf has disclosed, delivered or licensed to any Person, agreed to disclose, deliver or license
to any Person, or permitted the disclosure or delivery to any escrow agent or other Person of, any source code owned by the Company
and included in any Products (“Company Source Code”), and (ii) to the Company’s Knowledge, no event has
occurred, and no circumstance or condition exists, that (with or without notice or lapse of time or both) will, or would reasonably
be expected to, result in the disclosure or delivery by or on behalf of the Company of any Company Source Code. Schedule 4.10
lists all Products that are or contains open source software or software that is distributed under a licensing or distribution
model that requires, as a condition of use, modification and/or distribution of such software (or other software incorporated into,
derived from or distributed with such software) that the software be disclosed or distributed in source code form, be licensed
for the purpose of making derivative works, or be redistributable at no or minimal charge (including but not limited to the GNU
General Public License) that (i) the Company licenses to a third party in connection with the Business; (ii) the Company provides
on a software-as-a-service or similar basis in connection with the Business; or (iii) is otherwise incorporated into, combined
with, or distributed in conjunction with any Products in connection with the Business (collectively, “Incorporated Open
Source Software”) and identifies the software and the type of license or distribution model governing its use. The Company’s
use and/or distribution of each component of Incorporated Open Source Software with or in any Products complies with all material
provisions of the applicable license agreement, and in no case does such use or distribution give rise under such license agreement
to any obligation to disclose or distribute any Company Source Code in source code form, to license any such Company Source Code
or other Intellectual Property owned by the Company for the purpose of making derivative works, or to distribute any such Company
Source Code owned by the Company without charge.


 




    	 	- 16 -	 



     

    

 


Section
4.11         Litigation. Except as set forth in Schedule 4.11,
there are no civil, criminal or administrative causes of action, hearings, arbitrations, audits, or other proceedings pending or,
to the Knowledge of the Company, threatened against the Company, at law or in equity, before or by any Governmental Body. Except
as set forth in Schedule 4.11, the Company is not, subject to any outstanding judgment, order or decree of any Governmental
Body directed specifically at the Company. No Governmental Body has indicated in any writing received by the Company any intention
to conduct any audit, investigation or other review with respect to the Company, other than audits, investigations or reviews that
have been favorably resolved in the Company’s favor and concluded without any liability to the Company. Schedule 4.11
sets forth a true and correct listing of all material actions, suits, claims or proceedings before any Governmental Body against
the Company that were pending, settled or adjudicated in the last seven (7) years.


 


Section
4.12         Employee Benefit Plans.


 


(a)          Schedule 4.12
lists each “employee benefit plan” (as defined in Section 3(3) of ERISA), and each other employment, incentive
(equity or otherwise), severance, option, deferred compensation, retention, change in control, fringe benefit, or other compensatory
agreement, policy, plan, manual or arrangement provided or maintained by the Company or any ERISA Affiliate to, with or for the
benefit of any current or former employee, director or consultant of the Company or any of their respective dependents or beneficiaries,
including without limitation, the Company’s Section 125 Cafeteria Plan and 401(k) Plan (each, a “Plan”).
Each Plan which is intended to meet the requirements of a “qualified plan” under Section 401(a) of the Code is
so qualified, and the Company has no Knowledge of any facts or circumstances that could reasonably be expected to jeopardize the
qualification of such Plan. Each trust maintained in connection with each such qualified Plan is exempt from taxation. The Plans
comply in form and in operation in all material respects with their terms and the requirements of all applicable laws and regulations.
Schedule 4.12 also lists all vacation and sick leave policies and all medical, dental, disability and life insurance
policies maintained by the Company.


 


(b)          With
respect to each Plan, the Company has made available to the Buyer true and complete copies of the following documents, as applicable:
(i) all plan documents of each Plan; (ii) all funding and administrative arrangement documents including trust agreements, insurance
contracts, custodial agreements, investment manager agreements and service agreements; (iii) the most recently filed Form 5500;
(iv) the summary Plan description and each summary of material modification; and (v) the most recent financial statement. In the
case of any material unwritten Plan or other benefit program or agreement, a written description of such has been furnished to
Buyer. All amendments required to bring any Plan into conformity with any applicable provisions of ERISA and the Code have been
duly adopted.


 




    	 	- 17 -	 



     

    

 


(c)          With
respect to the Plans, (i) all required contributions by the Company have been timely made, (ii) there are no civil, criminal or
administrative causes of action, hearings, arbitrations, audits or other proceedings pending or, to the Knowledge of the Company,
threatened, other than routine claims for benefits, (iii) there have been no “prohibited transactions” (as that term
is defined in Section 406 of ERISA or Section 4975 of the Code) and (iv) all material reports, returns and similar documents
required to be filed by the Company with any Governmental Body or distributed to any Plan participant have been timely filed or
distributed.


 


(d)          Neither
the Company, nor any of its ERISA Affiliates, contributes to, has ever contributed to or has ever incurred any liability with respect
to any “multiemployer plan” (as defined in Section 3(37) of ERISA).


 


(e)          The
execution and delivery of this Agreement and performance of the transactions contemplated hereby will not (i) constitute an event
under any Plan or Contract that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness
of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former
employee of the Company, or (ii) result in the triggering or imposition or any restrictions or limitations on the right of the
Company to amend or terminate any Plan.


 


(f)          None
of the Plans, if administered in accordance with their terms, would result in the imposition of interest or an additional tax on
any participant thereunder pursuant to Section 409A.


 


(g)          Except
as required by COBRA, no Plan provides post-termination group health or other welfare benefits to any current or former employee,
director or consultant (or any of their dependents or beneficiaries).


 


Section
4.13         Insurance. The attached Schedule 4.13
sets forth each insurance policy (including fire, commercial liability, products liability, workers’ compensation and vehicular)
maintained by the Company on the Business and its properties, assets, products or personnel (the “Insurance Policies”),
including, with respect to each Insurance Policy, the name of the insurer, the policy effective dates, the annual premiums, the
limits and the deductibles. To the Company’s Knowledge, such policies are sufficient for compliance by the Company with all
applicable Contracts of the Company, applicable material governmental permits, and applicable Laws. Each of the Insurance Policies
is valid and binding and in full force and effect. All premiums due thereunder have been paid when due, and the Company has not
received any notice of cancellation or termination or intent to cancel any Insurance Policy. The Insurance Policies will not terminate
or lapse by reason of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
The Company is not in default with respect to any provision contained in any Insurance Policy and has not failed to give any notice
or present any applicable claim under any insurance policy in due and timely fashion. To the Company’s Knowledge, the Company
has complied in all material respects with all requirements to purchase insurance under any Contract or law applicable to the Company.
None of the insurance carriers have provided notice to the Company (i) of an intention to cancel any such policy or to materially
increase any insurance premiums (including workers’ compensation premiums), or (ii) that any insurance required to be listed
on Schedule 4.13 will not be available in the future on substantially the same terms as currently in effect.


 




    	 	- 18 -	 



     

    

 


Section
4.14         Environmental Compliance.


 


(a)          Except
as set forth in Schedule 4.14(a), to the Company’s Knowledge, the Company is, and for the five (5) years prior to the date
hereof has been at all times, in compliance in all material respects with all Environmental Laws applicable to its operations.


 


(b)          Except
as set forth in Schedule 4.14(b), to the Company’s Knowledge, the Company has not received in the five (5) years prior to
the date hereof a written notice or other communication from any Governmental Body regarding any actual or alleged violation of
or liability or investigatory, corrective or remedial obligation under Environmental Laws.


 


(c)          Except
as set forth in Schedule 4.14(c), (i) neither the Company nor any Affiliate of the Company has at any time Released,
nor to the Company’s Knowledge has it at any time allowed or arranged for any third party to Release, Hazardous Substances
to, at or upon: (a) any location other than a site lawfully permitted to receive such Hazardous Substances; (b) any parcel of real
property owned, used or leased at any time, including without limitation the Real Property, by the Company, except in compliance
with applicable Environmental Laws; or (c) any site which, pursuant to the Comprehensive Environmental Response, Compensation,
and Liabilities Act of 1980, as amended (CERCLA) or any similar state or other Law, has been placed on the National Priorities
List or its equivalent under any state or other Law, or as to which the Environmental Protection Agency or any relevant state agency
or other Governmental Body has notified the Company (or any Affiliate of the Company) that it has proposed or is proposing to place
on the National Priorities List or such equivalent; and (ii) there has not occurred while occupied by the Company, nor is there
presently occurring, a Release, or, to the Knowledge of the Company, any threatened Release of any Hazardous Substance on, into
or directly beneath the surface of any Real Property. Schedule 4.14(c) also sets forth the Hazardous Substances presently
used on the Real Property.


 


(d)          To
the Company’s Knowledge, the Company has obtained and is in compliance with all permits, licenses and authorizations required
under Environmental Laws for the operation of the Business as presently conducted, including all environmental, health and safety
governmental permits necessary for the Company’s operation of the Real Property as is presently conducted.


 


(e)          The
Company has delivered or made available to the Buyer true and complete copies of all environmental reports, studies, analyses,
tests, audits, assessments or monitoring undertaken by the Company, or its agents or representatives, relating to or affecting
the Real Property, the Business or the Company.


 


Section
4.15         Permits; Compliance with Laws.


 


(a)          To
the Company’s Knowledge, the Company holds and is in compliance, in all material respects, with all permits, certificates,
licenses, approvals, registrations and authorizations required by it under all applicable Laws and regulations in connection with
the conduct of the Business as presently conducted (collectively, “Permits”), except for those Permits the failure
of which to hold could not, individually or in the aggregate, reasonably be expected to adversely affect in any material respect
the Company’s ability to conduct the Business as presently conducted. Schedule 4.15(a) sets forth all material
Permits held by the Company. No loss or expiration of any such Permit is pending or, to the Knowledge of the Company, threatened
or reasonably foreseeable, other than expiration in accordance with the terms thereof of Permits that may be renewed in the ordinary
course of business without lapsing.


 




    	 	- 19 -	 



     

    

 


(b)          To
the Company’s Knowledge, the Company is, and for the five (5) years prior to the date hereof has been, in compliance with
all applicable Laws, including all applicable export-control, trade and economic sanctions Laws, Nuclear Laws, the U.S. State Department’s
International Traffic in Arms Regulations, U.S. Commerce Department’s Export Administration Regulations, and Laws maintained
by the U.S. Treasury Department’s Office of Foreign Assets Control, except for any noncompliance which could not, individually
or in the aggregate, reasonably be expected to adversely affect the Company’s ability to conduct the Business as presently
conducted. The Company has not, in the five (5) years preceding the date hereof, received any written notice from any Governmental
Body alleging that the Company is in violation of any Law or regulation applicable to the conduct of the Business. No product sold
or service provided by the Company during the last five (5) years has been sold directly or, to the Company’s Knowledge,
indirectly by the Company to, or performed directly or, to the Company’s Knowledge, indirectly by the Company on behalf of,
Cuba, Iran, Sudan, Syria or North Korea.


 


(c)          To
the Company’s Knowledge, neither the Company nor any director, officer, employee or other Person acting on behalf of the
Company, (i) has engaged, directly or indirectly, in any violation of the Foreign Corrupt Practices Act, or any other applicable
anti-bribery or anti-corruption Law (collectively, the “Anti-Corruption Laws”), or any anti-boycott, anti-terrorism,
or arms-control Laws or sanctions programs, or (ii) has ever been the subject of any bribery, money laundering or anti-kick-back
proceeding by any Governmental Body. The Company has not conducted business with any restricted party identified in writing by
the U.S. government as a Person with whom or with which conducting business would constitute a violation by the Company of U.S.
Law. Without limiting the foregoing, (1) neither the Company nor any of its directors, officers, employees or other Persons acting
on its behalf, has, directly or indirectly, taken any action, or failed to act, in a manner that would be a violation of any Anti-Corruption
Laws; and (2) none of the officers, directors, or employees of the Company are Government Officials. Except as set forth on Schedule 4.15(c),
during the last five (5) years, the Company has not performed any service or sold any product to customers in Iraq, Kuwait, Lebanon,
Libya, Qatar, Saudi Arabia, Sudan, Syria, United Arab Emirates, or the Republic of Yemen.


 


Section
4.16         [Intentionally Deleted].


 


Section
4.17         Broker Fees. Neither the Company, nor any Person
acting on its behalf, has paid or become obligated to pay any fee or commission to any broker, finder, investment banker or similar
intermediary for or on account of the transactions contemplated by this Agreement.


 




    	 	- 20 -	 



     

    

 


Section
4.18         Labor and Employment Matters.


 


(a)          To
the Company’s Knowledge, except as set forth on Schedule 4.18(a), the Company is, and for the two (2) years prior
to the date hereof has been, in compliance in all material respects with all applicable Laws and regulations respecting employment
and employment practices, including provisions relating to overtime pay, wages and hours, equal opportunity, collective bargaining,
nondiscrimination, harassment, immigration, occupational health and safety, and the payment of social security and other payroll
Taxes. Except as described in Schedule 4.18(a) hereto, the Company has not instituted any “freeze” of,
or delayed or deferred the grant of, any cost-of-living or other salary adjustments for any of its employees since January 1, 2015,
and no such freezes or temporary salary adjustments instituted prior to January 1, 2015 are currently in effect. To the Knowledge
of the Company, there are no organizing activities or collective bargaining arrangements that could affect the Company pending
or under discussion with any labor organization or group of employees of the Company, and to the Knowledge of the Company no such
activities have occurred in the five (5) years preceding the date hereof. In the five (5) years preceding the date hereof, there
has not been any labor strike, slowdown or work stoppage by any employees of the Company. There are no pending or, to the Knowledge
of the Company, threatened charges of unfair labor practices, employment discrimination or other wrongful action before any Governmental
Body with respect to any aspect of employment of any person by the Company employed or formerly employed by the Company. Except
as set forth on Schedule 4.18(a), the Company has not received, within the past five (5) years, any written notification
of any grievances, complaints or charges that have been filed against the Company under any dispute resolution procedure (including
any proceedings under any dispute resolution procedure under any collective bargaining agreement) that have not been dismissed.
The Company has not received written notice of pending or threatened changes of employment status with respect to (including resignation
of) the current senior management or key supervisory personnel of the Company. Except as set forth in Schedule 4.18, the
Company has not classified an individual as an “independent contractor” or of similar status who, according to a Plan
or Contract or applicable Law, should have been classified as an employee or of similar status. The Company has no “leased
employees” within the meaning of Section 414(n) of the Code.


 


(b)          Schedule 4.18(b)
contains a complete and accurate list of the following information for each employee, director, officer or manager of the Company,
including each employee on leave of absence or layoff status: name; job title (including whether full or part time); current compensation
paid or payable and any change in compensation since January 1, 2015; immigration status; a description of the fringe benefits
provided to such employee as of the date of this Agreement; tenure with the Company; and service credited for purposes of vesting
and eligibility to participate under the Plans.


 


(c)          No
director or officer of the Company and, to the Knowledge of the Company, no other Company employee is a party to, or is otherwise
bound by, any agreement or arrangement, including any confidentiality, non-competition, or proprietary rights agreement, between
such employee, director or officer and any other Person (“Proprietary Rights Agreement”) that in any way adversely
affects or will affect (i) the performance of his duties as an employee, director or officer of the Company, or (ii) the ability
of the Company to conduct its Business.


 




    	 	- 21 -	 



     

    

 


(d)          Except
as set forth on Schedule 4.18(d), all employees of the Company are employed by the Company on an “at will”
basis.


 


(e)          Except
as set forth in Schedule 4.18(e), as of the Effective Date, all compensation, including wages, commissions and
employment taxes, social security payments and similar governmental payments, payable to (or for the benefit of) employees, independent
contractors or consultants of the Company for services performed on or prior to the Effective Date have been paid in full.


 


(f)          Schedule 4.18(f)
sets forth all consulting arrangements between the Company and any Person. The Company is in compliance in all material respects
with all laws applicable to such consulting arrangements.


 


(g)          Except
as set forth on Schedule 4.18(g), each employee of the Company is properly classified with respect to eligibility for
minimum wage and overtime under the FLSA and similar applicable state laws. To the Company’s Knowledge, all employees of
the Company who reside and/or work in the United States are residing and/or working in the United States (i) free of any restrictions
or limitations on their ability to accept employment lawfully in the United States and (ii) in compliance with all applicable Laws,
rules and regulations relating to immigration and naturalization, including but not limited to, the Immigration Act of 1997, as
amended, and the Labor Condition Application requirements and regulations of the U.S. Department of Labor. Except as set forth
on Schedule 4.18(g), no action, suit, proceeding, hearing, charge, complaint or claim has been filed or commenced against
the Company or, to the Company’s Knowledge, threatened, by or on behalf of any employees, that (a) alleges any failure so
to comply or (b) seeks removal, exclusion or other restrictions on (i) such employee’s ability to reside and/or accept employment
lawfully in the United States and/or (ii) the Company’s continued ability to sponsor employees for immigration benefits and,
to the Company’s Knowledge, there is no reasonable basis for any of the foregoing. To the Company’s Knowledge, there
is no reasonable basis to believe that any employee will not be able to continue to so reside and/or accept employment lawfully
in the United States in accordance with all such Laws, rules and regulations. The Company and its personnel maintain all security
clearances which are necessary for the Company’s operation of the Business.


 


Section
4.19         Related Party Transactions.


 


(a)          Except
as set forth on the attached Schedule 4.19(a), no Related Party (i) has any interest in any property (real, personal,
or mixed and whether tangible or intangible) used in or pertaining to the Business, or (ii) owns, of record or as a beneficial
owner, an equity interest or any other financial interest in a Person that has business dealings or a material financial interest
in any transaction with the Company.


 


(b)          Except
as set forth on the attached Schedule 4.19(b), the Company is not indebted, directly or indirectly, to any Related
Party in any amount whatsoever, other than for salaries for services rendered or reimbursable business expenses or obligations
owed under Company employee benefit plans, nor is any Related Party indebted to the Company, except for advances made to employees
of the Company in the ordinary course of business for reimbursable business expenses anticipated to be incurred by such obligor.


 




    	 	- 22 -	 



     

    

 


(c)          Effective
as of the Closing, all Contracts with Related Parties set forth on Schedule 4.19(c) will be terminated and the Company
will be fully released of all of their obligations under such Contracts, without any additional cost, obligation, liability or
loss to the Company. The Company has delivered or made available to the Buyer written evidence of such terminations and releases.


 


Section
4.20         Customers and Suppliers.


 


(a)          Except
as limited by confidentiality commitments under applicable law, Schedule 4.20(a) sets forth a list of the ten (10)
largest customers of the Company for the years ended December 31, 2013 and 2014 and the nine months ended September 30, 2015 (collectively,
the “Major Customers”) showing the total sales made by the Company to each such Major Customer during each such
period. To the Knowledge of the Company, no Major Customer has notified the Company or threatened to materially decrease or limit
its purchase of products or receipt of services from the Company. Since December 31, 2014, other than as disclosed on Schedule 4.20(a),
no termination, cancellation or material limitation of, or any material modification or change in, the business relationship with
the Company has occurred or, to the Knowledge of the Company, has been threatened by any Major Customer. Except as set forth on
Schedule 4.20(a), the Company has not received any pre-payments, advances or advanced payments from any Major Customer.
Except as set forth on Schedule 4.20(a), no Major Customer has a right to receive any rebate, allowance, cash incentive
payment or other back-end payment or to receive any discount for early payment. Schedule 4.20(a) sets forth a true,
correct and complete list of all material customer complaints received in writing or otherwise documented by the Company (or any
Affiliate of the Company or the Seller with respect to the Business) during each of the 2013 and 2014 fiscal years and during fiscal
year 2015 to date, including, the date such complaint was received by the Company, the customer name, a description of the complaint
including the date of the complaint and a description of the resolution of each complaint.


 


(b)          Schedule 4.20(b)
sets forth a list of the ten (10) largest suppliers (of goods, services, equipment or otherwise) of the Company for the years ended
December 31, 2013 and 2014 and the nine months ended September 30, 2015 (collectively, the “Major Suppliers”)
showing the total purchases made by the Company from each such Major Supplier during each such period. To the Company’s Knowledge,
no Major Supplier has threatened to materially decrease or limit its sale of assets to the Company. Since December 31, 2013, other
than as disclosed on Schedule 4.20(b), no termination, cancellation or material limitation of, or any material modification
or change in, the business relationship with the Company has occurred or, to the Knowledge of the Company, has been threatened
by any Major Supplier. Schedule 4.20(b) sets forth a true, correct and complete list of all material complaints from
Major Suppliers received in writing or otherwise documented by the Company (or Seller or any Affiliate thereof) during each of
the 2012, 2013, and 2014 fiscal years and during fiscal year 2015 to date.


 


Section
4.21         Inventories. The Company has delivered, or made
available, to Buyer a true, correct and complete list of all Inventories of the Company as of September 30, 2015. The Company’s
Inventories consist solely of scrap metal.


 




    	 	- 23 -	 



     

    

 


Section
4.22         Products Liability and Warranty. To the Company’s
Knowledge, (a) there are no developments, events, conditions, circumstances, activities, practices, or incidents that have
given rise to any material liability of the Company based on or related to any defect in any product, part or component that is
or was developed or sold by or on behalf of the Company, or any service provided by or on behalf of the Company; and (b) there
have not been, and there are no, material defects in any such products, parts, components or services. Except as set forth on Schedule 4.22,
the Company has not made or provided any express written warranty that is currently in effect with respect to the quality of, or
absence of defects in, any of the products, parts, components or services it has developed, sold or otherwise placed in the stream
of commerce. A list of all of the Company’s warranty claims since January 1, 2012 is set forth on Schedule Section
4.22. Each Product designed, manufactured, repaired or serviced by the Company (or otherwise in connection with the Business)
(i) has been and is properly and accurately documented and such documentation includes accurate data to produce the Product’s
bills of materials and manufacturing instructions; and (ii) has been designed, manufactured, produced, repaired or serviced in
accordance with (A) the specifications in place at the time of such Product’s design, manufacture, repair or service (which
specifications do not contain any material errors), (B) the material provisions of all applicable Law, policies, manufacture, repair,
or service and (C) the Company’s internal quality control processes and policies. Schedule 4.22 sets forth (i)
a list of all of the Company’s product types which at any time have been recalled, withdrawn or suspended by the Company
(or any Affiliate thereof with respect to the Business), whether voluntarily or otherwise, including the date recalled, withdrawn
or suspended and a brief description of all completed or pending proceedings seeking such recall, withdrawal, or suspension of
any such product type, and (ii) a brief description of all completed or pending governmental proceedings of which the Company has
Knowledge seeking the recall, withdrawal, suspension or seizure of any Company product.


 


Section
4.23         Computer System. All computer hardware and software
and related materials used by the Company, including all such computer hardware, software and related materials (herein collectively
referred to as the “Computer System”) are owned or licensed by the Company (and not any other Affiliate thereof)
and are in good working order and condition, subject to normal wear and tear and, in the case of software, with no assurance of
being error or virus free. The Computer System has the performance capabilities, processing capacity, resources, characteristics
and functions necessary to the conduct of the business and operations of the Company. To the Company’s Knowledge, the use
of the Computer System by the Company (including any software modifications) has not violated or infringed upon the rights of any
third parties. The Company uses commercially reasonable efforts to maintain Computer System back-up and recovery capabilities to
help ensure that a system problem does not impact customer facing capabilities or revenue streams. The Company uses commercially
reasonable efforts to maintain Computer System and network security controls that help safeguard such Computer System against the
risk of business disruption arising from virus attacks, unauthorized activities of any employee or contractor of the Company, hackers
or any other Person.


 




    	 	- 24 -	 



     

    

 


Section
4.24         Absence of Certain Business Practices. To the
Company’s Knowledge, neither the Company nor any Affiliate or agent of any of the Company, or any other Person acting on
behalf of or associated with the Company, acting alone or together, has (a) received, directly or indirectly, any rebates, payments,
commissions, promotional allowances or any other economic benefits, regardless of their nature or type, from any customer, supplier,
employee or agent of any customer or supplier; or (b) directly or indirectly given or agreed to give any money, gift or similar
benefit to any customer, supplier, employee or agent of any customer or supplier, any official or employee of any government (domestic
or foreign), or any political party or candidate for office (domestic or foreign), or other Person who was, is or may be in a position
to help or hinder the business of the Company (or assist the Company in connection with any actual or proposed transaction), in
each case which is unethical, not at arms-length or in violation of law applicable to the Company.


 


Section
4.25         Names. All names under which (i) the Company
does business, and has during the past five (5) years done business, and (ii) the Business operates, and has during the past five
(5) years operated, are specified on Schedule 4.25.


 


Section
4.26         List of Accounts. Schedule 4.26
contains a list of all bank and securities accounts, and all safe deposit boxes, maintained by the Company and a listing of the
persons authorized to draw thereon or make withdrawals therefrom or, in the case of safe deposit boxes, with access thereto.


 


Section
4.27         Schedules. Disclosure
of any fact or item in any paragraph or section of the Schedules shall, should the existence of the fact or item or its contents
be relevant to any other paragraph or section, be deemed to be disclosed with respect to that other paragraph or section whether
or not a specific cross reference appears, but only to the extent that it is reasonably apparent on its face that such fact or
item applies to such other paragraph or section.


 


Article
V

REPRESENTATIONS AND WARRANTIES OF THE SELLER


 


The Seller hereby represents
and warrants to the Buyer as of the date of this Agreement as follows:


 


Section
5.01         Authority. The Seller has all requisite legal
capacity, power and authority to execute and deliver this Agreement and to perform the Seller’s obligations hereunder.


 


Section
5.02         Binding Obligations. This Agreement and the
Other Transaction Documents to which the Seller is a party have been duly executed and delivered by the Seller and constitute valid
and binding agreements of the Seller, enforceable in accordance with their respective terms, except as their enforceability may
be limited by bankruptcy, insolvency, moratorium or other laws relating to or affecting creditors’ rights generally and the
exercise of judicial discretion in accordance with general equitable principles, and except to the extent that rights to indemnification
or contribution may be prohibited by public policy or Federal securities laws.


 


Section
5.03         Purchased Shares. The Seller has full right,
power and authority to sell, transfer, assign and deliver the Purchased Shares. The Seller is the sole registered and beneficial
owner of the Purchased Shares and has good and valid title to such Purchased Shares, free and clear of all Liens (other than restrictions
on transfer imposed by the Securities Act or state securities laws. The Seller is not a party to any voting trust agreement or
other contract, agreement, arrangement, commitment, plan or understanding restricting or otherwise relating to voting, dividend
or other rights with respect to the Purchased Shares.


 




    	 	- 25 -	 



     

    

 


Section
5.04         No Contravention. The execution, delivery and
performance by the Seller of this Agreement and the Other Transaction Documents to which the Seller is a party, the consummation
by the Seller of the transactions contemplated hereby and thereby to be performed by the Seller and the compliance with the provisions
hereof and thereof by the Seller do not (a) conflict with, result in the breach of, or constitute a default under, or require any
authorization, consent, approval, exemption or other action by or notice to any third party or Governmental Body, under the provisions
of any agreement or other instrument to which the Seller is a party or by which the property of the Seller is bound or affected,
or (b) violate any laws, regulations, orders or judgments applicable to the Seller.


 


Section
5.05         No Claims. There is no claim pending or, to the actual
knowledge of the Seller, threatened against the Seller, or the Seller’s properties or assets, that if adversely determined,
individually or in the aggregate, could reasonably be expected to materially impair the Seller’s ability to consummate the
transactions contemplated by this Agreement.


 


Section
5.06         Brokers or Finders. The Seller has not incurred,
directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges
in connection with this Agreement, the Other Transaction Documents or any transaction contemplated hereby or thereby.


 


Article
VI

REPRESENTATIONS AND WARRANTIES OF THE BUYER


 


The Buyer hereby represents
and warrants to the Seller as follows:


 


Section
6.01         Organization and Standing. The Buyer is a corporation
duly incorporated, validly existing and in good standing under the laws of the State of Florida, with full right, power and authority
to enter into and perform and do all things contemplated under this Agreement and the Other Transaction Documents to which it is
a party necessary to give effect to the provisions of this Agreement and such Other Transaction Documents.


 


Section
6.02         Authorization and Binding Obligations. The execution,
delivery and performance by the Buyer of this Agreement and the Other Transaction Documents to which the Buyer is a party have
been duly and validly authorized by all necessary action, including approval of the entire transaction by the requisite vote of
the Board of Directors of the Buyer. This Agreement and the Other Transaction Documents to which the Buyer is a party have been
duly executed and delivered by the Buyer, as the case may be, and constitute valid and binding agreements of the Buyer, enforceable
in accordance with their respective terms, except as their enforceability may be limited by bankruptcy, insolvency, moratorium
or other laws relating to or affecting creditors’ rights generally and the exercise of judicial discretion in accordance
with general equitable principles, and except to the extent that rights to indemnification or contribution may be prohibited by
public policy or Federal securities laws.


 




    	 	- 26 -	 



     

    

 


Section
6.03         No Contravention. The execution, delivery and
performance of this Agreement and the Other Transaction Documents to which the Buyer is a party, the consummation of the transactions
contemplated hereby and thereby and the compliance with the provisions hereof and thereof by the Buyer do not (a) violate any provision
of the Articles of Incorporation or bylaws of the Buyer, (b) conflict with, result in the breach of, or constitute a default under,
or require any authorization, consent, approval, exemption or other action by or notice to any third party or Government Body,
under the provisions of any agreement or other instrument to which the Buyer is a party or by which the property of the Buyer is
bound or affected that has not been obtained, or (c) violate any Laws, regulations, orders or judgments applicable to the Buyer.


 


Section
6.04         Securities Act Matters. The Buyer is purchasing
the Purchased Shares for its own account, for investment only and not with a view to, or any present intention of, effecting a
distribution of such Purchased Shares or any part thereof. The Buyer acknowledges that the Purchased Shares have not been registered
under the Securities Act or the securities laws of any state or other jurisdiction and cannot be disposed of unless they are subsequently
registered under the Securities Act and any applicable state laws or an exemption from such registration is available. The Buyer
is an “accredited investor” within the meaning of Regulation D under the Securities Act. The Buyer (i) is offering
to purchase and purchasing the Purchased Shares after having made an investigation of the business, finances and prospects of the
Company, (ii) has been furnished information and materials relating to the business, finances and operation of the Company in response
to its inquiries; (iii) has been given an opportunity to make any further inquiries desired of the Seller, management and any other
personnel of the Company and has received responses to such inquiries that it deems satisfactory, and (iv) understands that
it must bear the economic risk of the investment represented by the purchase of the Purchased Shares for an indefinite period.


 


Section
6.05         Brokers or Finders. The Buyer has not incurred, directly
or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection
with this Agreement, the Other Transaction Documents or any transaction contemplated hereby or thereby.


 


Section
6.06         Wholly-Owen Subsidiary. The Buyer is a wholly-owned
subsidiary of Parent.


 


Article
VII

COVENANTS OF THE PARTIES


 


Section
7.01         Release. Effective as of the Closing, the Seller, for
himself and for his heirs, successors and assigns, does hereby release and forever discharge the Company and its successors of
and from any and all claims, actions, causes of action, demands, suits, covenants, agreements, representations, obligations, costs,
liabilities, expenses, losses and debts of any nature whatsoever, both at law and in equity, relating to any matter, claim or right,
whether presently known or unknown, which any of them now have, ever had or may have against such released parties arising from
or relating to any facts or events occurring at or prior to the Closing; provided, however, that such release and discharge under
this Section 7.01 (a) shall not apply to, affect or diminish the rights of the Seller under this Agreement or under
any of the Other Transaction Documents, (b) shall not release or discharge the obligations of the Buyer or the Company under this
Agreement or under any of the Other Transaction Documents, (c) shall not release or discharge any employee compensation or benefits
accruing in the ordinary course, (d) shall not release or diminish any rights of the Seller to indemnification by the Company under
applicable law or the Company’s Organizational Documents associated with the Seller’s service as an employee, officer
or director of the any Company, or (e) shall not release or diminish any claim or action to enforce the Seller’s rights regarding
items (a) through (d) of this Section 7.01.


 




    	 	- 27 -	 



     

    

 


Section
7.02         Confidentiality. As of the Closing and at all times
after the Closing, the Seller hereby agrees to retain in confidence, and not use for his benefit or the benefit of others, all
confidential and proprietary information of the Company, including without limitation, (a) customer and supplier information, including
lists of names and addresses of customers of the Company, (b) business plans and strategies, compensation plans, compensation information,
sales plans and strategies, pricing and other terms applicable to transactions between existing and prospective customers, suppliers
or business associates, (c) market research and databases, sources of leads and methods of obtaining new business, and methods
of purchasing, marketing, selling, performing and pricing products and services employed by the Company, (d) information concerning
the configuration and architecture, technical data, networks, methods, practices, standards and capacities of the Company’s
information systems, software and other intellectual property, (e) information identified as confidential or proprietary in internal
documents of the Company, and (f) all information that is or would be a trade secret or other proprietary intellectual property
of the Company (the “Confidential Information”), and hereby agrees to not disclose such Confidential Information
to anyone other than the other parties hereto, except with the express written consent of Buyer, except as required by applicable
law or except in connection with disputes over the terms of, or to enforce such party’s rights with respect to the Company
or rights under, this Agreement, or any Other Transaction Document; provided, however, that the Seller may disclose
relevant Confidential Information to such party’s attorney, accountant or other representative, so long as such party advises
that such information shall be kept confidential, such party hereby agreeing to be responsible for any breach of this covenant
by such attorney, accountant or other representative; and provided further that the term “Confidential Information”
shall not include any information which (a) becomes publicly known through no wrongful act of any party as a result of being readily
ascertainable from public or published information, or trade sources or (b) is received from a third party not under an obligation
to keep such information confidential. The Seller acknowledges that the success of the Company after the Closing Date depends upon
the continued preservation of the confidentiality of certain information possessed by the Seller, that the preservation of the
confidentiality of such information by the Seller is an essential premise of the bargain between the parties, and that Buyer would
be unwilling to enter into this Agreement in the absence of this Section 7.02.


 




    	 	- 28 -	 



     

    

 


Section
7.03         Non-Competition; Non-Solicitation; Standstill.


 


(a)          In
furtherance of the sale of the Company to the Buyer hereunder by virtue of the transactions contemplated hereby and to more effectively
protect the value of the business so sold, the Seller covenants and agrees that beginning on the Closing until five (5) years
from and after the Closing Date (such period, the “Restricted Period”), Seller shall not, (A) directly or indirectly,
as an owner, principal, partner, member, shareholder, independent contractor, employee, consultant, joint venturer, investor, licensor,
lender or in any other capacity, alone, or in association with any other person, engage anywhere in the world (the “Territory”)
in any activity competitive with the Business as conducted on January 1, 2016 (“Competitive Activity”), (B)
be employed by or serve as an employee, agent, lender, investor, holder of equity or debt securities, representative, officer,
director of, or as an advisor or consultant to, any Person which engages, plans to engage or is considering engaging in any Competitive
Activity within the Territory, or (C) utilize his special knowledge of the Business and his relationships with customers, suppliers
and others, or assist any other Person, to compete with, prevent the Company from obtaining, or divert business away from the Company
in any facet of the Business as conducted on January 1, 2016. The covenants in this Section 7.03(a) shall not (i) be breached
as a result of the beneficial ownership by the Seller of (A) less than one percent (1%) of any class of publicly traded equity
or debt securities of a Person engaged in any Competitive Activity, provided that the Seller does not control such Person,
or (B) any passive investment in any Person who, after the date of acquisition of such interest, commences any Competitive Activity,
provided that neither Seller nor any of his Affiliates or family (including spouses, children, spouses of children and grandchildren)),
individually or collectively beneficially own more than five percent (5%) of such Person and no designee of the Seller serves as
a director or officer, or in any similar capacity, of such Person, or (ii) be breached by virtue of the Seller’s employment
with the Company or any subsidiary of the Company or continued ownership of equity in the Company.


 


(b)          Without
the prior consent of Buyer and other than on behalf of the Company or any subsidiary of the Company, the Seller agrees that he
shall not, for a period of five (5) years from the Closing Date, directly or indirectly, for himself or for any other Person, (i) call
on or solicit any of the employees of the Company or its Affiliates (or any Person who had been such an employee in the preceding
six (6) months) for purposes of entering into employment, consulting or other business arrangements with such Persons, (ii) call
on or solicit any of the actual or targeted prospective customers or clients of the Company for the purposes of engaging in any
Competitive Activity, nor shall the Seller make known the names and addresses of such customers or clients or any information relating
in any manner to the Seller’s trade or business relationships with such customers or clients as they directly pertain to
the Business, (iii) hire any Person who was employed or engaged as a consultant by the Company in the preceding six (6) months
prior to the Closing Date. Section 7.03 (b) (iii) shall not restrict Seller during the Restricted Period from engaging professionals
that have provided accounting, tax or legal advice to the Company.


 


(c)          The
restrictive covenants set forth in this Section 7.03 (the “Restrictive Covenants”) have been separately
bargained for to protect the business, including goodwill, being retained by the Company and to ensure that the Company shall continue
to have the full benefit of the value thereof. The Seller recognizes and acknowledges that the business and markets of the Company
are international in scope, and that the Buyer is investing substantial sums in purchasing the Purchased Shares and in consideration
for the Restrictive Covenants, that such covenants and the territory, time limitation and scope of restrictions set forth in this
Section 7.03 are necessary in order to protect and maintain the legitimate business interests of the Company and are reasonable
in all respects, and that the Buyer would not consummate the transactions contemplated hereby but for such agreements. The Seller
agrees that any reduction to the territory, time limitation or scope of restrictions set forth herein would seriously undermine
the efficacy of this Section 7.03 and the protections that it is intended to provide. The Seller acknowledges and agrees
that the covenants contained in this Section 7.03 are essential elements of this Agreement and that, but for these covenants
Buyer would not have agreed to purchase the Company. The Seller further expressly agrees and acknowledges that (a) the confidentiality,
non-solicitation and non-competition covenants contained in this Section 7.03 (i) are supported by adequate consideration
as a result of the benefit received by the Seller through the sale of the Purchased Shares, (ii) are necessary for the protection
of the Buyer’s legitimate business interests, including the Company’s trade secrets, goodwill and relationships with
customers and suppliers and (iii) are not unduly restrictive of any rights of the Seller, and (b) in entering into and negotiating
this Agreement and the terms hereof, there has been no disparity in bargaining power between the parties and the Seller has been
represented by counsel and fully understands the terms hereof. Each Party acknowledges and agrees that no portion of the Closing
Date Purchase Price or the Final Purchase Price shall be allocated for tax purposes as consideration for the covenants set forth
in this Section 7.03. Notwithstanding the foregoing, if any covenant set forth in this Section 7.03 is breached by
the Seller, such allocation shall not be deemed to be a measure of the damages that would result from such a breach, and none of
them shall argue or in any way assert in any proceeding that such consideration is a measure of the damages resulting from such
breach.


 




    	 	- 29 -	 



     

    

 


(d)          If
the Seller breaches, or threatens to commit a breach of, any of the provisions of this Section 7.03, the Buyer shall have,
in addition to, and not in lieu of, any other rights and remedies available to it under law or in equity, the right to have the
Restrictive Covenants specifically enforced by any court of competent jurisdiction, without having to prove actual damages or post
a bond, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the
Company and that money damages would not provide an adequate remedy.


 


(e)          In
addition to the remedies the Company may seek and obtain pursuant to Section 7.03(d) hereof, the Restricted Period for the
Seller shall be extended by any and all periods during which the Seller shall be found by a final non-appealable judgment of a
court possessing personal jurisdiction over him to have been in violation of the Restrictive Covenants.


 


(f)          Whenever
possible, each provision of this Section 7.03 shall be interpreted in such manner as to be effective and valid under applicable
law but if any provision of this Section 7.03 shall be prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Section 7.03. If any provision of this Section 7.03 shall, for any reason, be judged by any court
of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of
this Section 7.03 but shall be confined in its operation to the provision of this Section 7.03 directly involved
in the controversy in which such judgment shall have been rendered. In the event that the provisions of this Section 7.03
should ever be deemed to exceed the time or geographic limitations permitted by applicable law, then such provision shall be reformed
to the maximum time or geographic limitations permitted by applicable Law.


 




    	 	- 30 -	 



     

    

 


Section
7.04         Tax Matters.


 


(a)          The
Seller, at the Seller’s expense, shall prepare or cause to be prepared, and file or cause to be filed, all Tax Returns for
the Company for all taxable periods ending on or before the Closing Date (including any Tax Return relating to any “S corporation”
short taxable year of the Company). All such Tax Returns shall be prepared in a manner consistent with prior practice unless otherwise
required under applicable Law. At least 30 Business Days prior to the due date for any such Tax Returns, the Seller shall deliver
such Tax Returns to the Buyer for its review, comment and approval, which approval shall not be unreasonably withheld. To the extent
permitted by applicable Law, the Seller shall include any income, gain, loss, deduction or other tax items for such periods on
his Tax Returns in a manner consistent with the Schedule K-1s furnished by the Company to the Seller for such periods. The
Seller shall be responsible for and shall pay any and all Taxes (i) shown on such Tax Returns or (ii) assessed against or imposed
on the Company with respect to all taxable periods ending on or prior to the Closing Date and any and all Taxes of the Company
for the period allocated to the Seller pursuant to Section 7.04(b) during the three-year plus 90 day period immediately
following the filing date for the Federal income tax return of the Company for year 2015; provided, however, that, (1) such responsibility
and commitment to pay shall be net of any refunds or credits to the benefit of Company with respect to any taxable year or period
(or portion thereof) that ends on or before the Closing Date or with respect to the pre-Closing period of any Straddle Period,
and (2) Seller shall not be liable for or pay any Taxes to the extent such Taxes are paid by the Company on or prior to the Closing
Date or are reflected as a liability or reserve for Taxes in the Net Working Capital. Any payment required by the Seller pursuant
to this Section 7.04(a) shall be paid to the Company not later than five (5) days before the due date for payment of Taxes
with respect to such Tax Return, assessment or imposition.


 


(b)          The
Seller and the Buyer will, unless prohibited by applicable Law, close the taxable period of the Company as of the close of business
on the Closing Date and shall execute and deliver an election to close the books of the Company upon S corporation termination
pursuant to Section 1362(e)(3), in connection therewith. If applicable Law does not permit the Company to close its taxable
year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing
Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle
Period shall be allocated (i) to the Seller for the period up to and including the Closing Date, and (ii) to the Buyer for the
period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a
Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of business on the
Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation
and amortization deductions) and any real property, personal property and other Taxes not imposed on the basis of income or receipts
shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number
of days in each such period.


 


(c)          The
Buyer, the Company and the Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection
with the filing of Tax Returns and any Tax Proceeding. Such cooperation shall include the retention and (upon the other party’s
request) the provision of records and information which are reasonably relevant to any such Tax Proceeding and making employees
available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.
The Buyer, the Company and the Seller agree to retain all books and records with respect to Tax matters pertinent to the Company
relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the respective
taxable periods, and to abide by all record retention agreements entered into with any Governmental Body.


 




    	 	- 31 -	 



     

    

 


(d)          In
the case of any inquiry, audit, claim for refund, or administrative or judicial proceeding involving any asserted or threatened
Tax liability or refund with respect to the Company (any such audit, claim for refund, or proceeding relating to an asserted Tax
liability referred to herein as a “Contest”) initiated after the Closing Date that relates to Taxes for which
the Seller is responsible under Sections 7.04 or 8.02, the Seller shall have the right to control the conduct
of such Contest at its own expense, but the Buyer shall have the right to participate in such Contest at his own expense, and the
Seller shall (i) keep Buyer fully informed regarding the status of such Contest, (ii) consult with the Buyer with respect to any
issues raised in such Contest which could adversely affect the Company or its Affiliates or which could impact Tax periods (or
portions thereof) after the Closing and (iii) not be able to settle, compromise and/or concede any portion of such Contest that
may affect the Tax liability of the Company for any taxable year (or portion thereof) beginning after the Closing Date without
the consent of the Buyer, which consent shall not be unreasonably withheld or delayed; provided, that, that if the Seller fails
to assume control of the conduct of any such Contest within a reasonable period following the receipt by the Seller of notice of
such Contest, the Buyer shall have the right to assume control of such Contest and shall be able to settle, compromise and/or concede
such Contest in its sole discretion in good faith. In the event any party receives any notice from a Governmental Body regarding
a Contest, such party shall promptly provide the other party with a copy of such notice and all related communications. A party’s
failure to give prompt notice shall not constitute a defense (in whole or in part) to any Indemnity Claim by the Indemnified Party
against the Indemnifying Party, except and only to the extent that such failure shall have caused or increased such liability or
adversely affected the ability of the Indemnifying Party to defend against or reduce its liability.


 


Section
7.05         Employee Transition Matters. The Buyer agrees to, or
will cause the Company to, continue to employ after Closing, all of the employees of the Company employed immediately prior to
the Closing Date (such employees are collectively referred to as “Transitioned Employees”). Subject to the Employment
Agreement in the case of the Seller, each such Transitioned Employee shall be employed after the Closing at the same salary levels
and vacation time-off received by the Transitioned Employee immediately prior to the Closing Date. Each Transitioned Employee shall
be eligible to participate in all of the employee benefit plans provided to similarly situated employees of the Buyer or Buyer’s
direct or indirect subsidiaries in accordance with the terms and conditions of such plans. Notwithstanding the above in this Section
7.05, but subject, however, to the Employment Agreement with the Seller, nothing in this Agreement limits the rights of the
Company to terminate the employment of any Transitioned Employee at any time after Closing or to eliminate or change the conditions
of employment of a Transitioned Employee at any time after the one-year anniversary of the Closing Date, including the amendment
or termination of any benefit plans, for any reason that the Company may, in its sole discretion, unilaterally determine and implement.
Subject to the terms of the Employment Agreement with Seller, nothing in this Section 7.05 creates or is intended to create
any rights in third parties or third party beneficiaries, including, without limitation, any rights to be employed or respecting
the terms, conditions and duration of employment.


 




    	 	- 32 -	 



     

    

 


Section
7.06         Independent Investigation. Buyer has completed its
independent investigation of the Company and has informed the Seller in writing of all items that Buyer has identified which may
conflict with or are not in compliance with the representations and warranties of the Seller and the Company in this Agreement.
Buyer confirms that the Seller has made available to Buyer and its representatives the opportunity to ask questions of the officers
and management employees of the Company and to acquire such additional information about the business and financial condition of
the Company as Buyer has requested, and all such information has been received.


 


Article
VIII

INDEMNIFICATION


 


Section
8.01         Survival. All representations, warranties and covenants
or other agreements made by the parties herein (and in any closing certificate delivered pursuant hereto) shall survive the Closing
and continue in full force and effect until the date that is 24 months from the Closing Date, except (i) for the representations
and warranties set forth in Sections 4.01(a) (Valid Corporate Existence and Authorization), 4.04 (Capitalization),
Section 4.08 (Tax Matters), 4.17 (Broker Fees), Section 5.01 (Authority), 5.03 (Purchased Shares),
5.06 (Brokers or Finders), Section 6.01 (Organization and Standing), Section 6.02 (Authorization and Binding
Obligations), 6.03 (No Contravention) and 6.05 (Brokers or Finders) (the “Fundamental Representations”),
which shall survive until the latter of (a) the expiration of the applicable statutes of limitations and (b) 24 months from
the Closing Date, and (ii) as to any matters with respect to which a bona fide written claim shall have been made or action at
law or in equity shall have been commenced before such date, in which event survival shall continue (but only with respect to,
and to the extent of, such claim). Any claims or matters made or brought with respect to such representations, warranties and covenants
and other agreements (including any closing certificate delivered pursuant hereto) after the expiration of such provision as set
forth above in this Section 8.01 shall be deemed barred under this ARTICLE VIII.


 


Section
8.02         Indemnification by the Seller. Subject to the other
terms of this ARTICLE VIII, after Closing,


 


(a)          the
Seller hereby agrees to indemnify and hold harmless the Buyer (hereinafter the “Buyer Indemnified Person”) from
and against any and all losses, costs, damages, penalties, fines, liabilities and expenses (including without limitation all reasonable
legal or other professional fees and expenses) arising from claims, demands, causes of action, injunctions, judgments, orders or
rulings (collectively, “Damages”) incurred or sustained by the Buyer Indemnified Person as a result of (i) any
breach of any representation or warranty by the Company contained in ARTICLE IV herein or in any closing certificate delivered
by the Company regarding ARTICLE IV, or (ii) any breach by the Seller of Section 7.04; and


 


(b)          the
Seller hereby agrees to indemnify and hold harmless the Buyer Indemnified Person from and against any and all Damages incurred
or sustained by Buyer Indemnified Person as a result of (i) any breach by the Seller of any representation or warranty contained
in ARTICLE V herein or in any closing certificate delivered by the Seller regarding ARTICLE V, or (ii) any breach
by the Seller of an Other Transaction Document to which the Seller is a party, or (iii) any breach by the Seller of a covenant
or agreement of the Seller under this Agreement (other than Section 7.04 hereof).


 




    	 	- 33 -	 



     

    

 


Section
8.03         Indemnification by the Buyer. After Closing, the Buyer
hereby agrees to indemnify and hold harmless the Seller from and against any and all Damages incurred or sustained by the Seller
as a result of:


 


(a)          any
breach of any representation or warranty by the Buyer contained herein, in any Other Transaction Document to which the Buyer is
a party or in any certificate delivered by the Buyer hereunder or thereunder; or


 


(b)          a
breach by the Buyer of any covenant or other agreement contained herein or in any Other Transaction Document to which or the Buyer
is a party.


 


Section
8.04         Limitations on Indemnification.


 


(a)          The
obligations of the Seller pursuant to the provisions of Section 8.02 are subject to the following additional limitations:


 


(i)          The
Seller shall not be liable to the Buyer Indemnified Person under Section 8.02(a)(i) until, and only to the extent, Damages
incurred or sustained by the Buyer Indemnified Person regarding the matters covered by such Section 8.02(a)(i) exceed an
amount equal to one percent (1%) of the Final Purchase Price in the aggregate (the “Deductible”), provided that
the Deductible shall not apply to Fundamental Representations or for any claims arising from Fraud;


 


(ii)         the
aggregate liability of the Seller under Sections 8.02(a) and 8.02(b)(i); and


 


(iii)        shall
be limited to an aggregate amount equal to twenty-five percent (25%) of the Final Purchase Price (the “Cap”),
except that the Cap shall not apply to limit the extent of Damages caused by a Company or Seller breach of Fundamental Representations
or for any claims arising from Fraud.


 


(b)          From
and after the Closing, the Seller shall not have, and hereby releases, any right of contribution, indemnification or
other recourse against the Company under applicable law, the Organizational Documents of the Company or any other agreement
with respect to any valid claim for indemnification hereunder by the Buyer Indemnified Person where the matter at issue is Seller’s
liability under this ARTICLE VIII.


 


Section
8.05         Procedure for Indemnification. The procedure to be
followed in connection with any claim for indemnification by Buyer Indemnified Person under Section 8.02 or by the Seller
under Section 8.03 (an “Indemnity Claim”) is set forth below:


 


(a)          A
Person that may be entitled to indemnification pursuant to Section 8.02 or Section 8.03 (the “Indemnified Party”)
shall promptly give written notice (a “Notice of Claim”) to the party liable for such indemnification (the “Indemnifying
Party”). A Notice of Claim shall set forth (A) a description, in reasonable detail, of the facts and circumstances with
respect to the subject matter of such Indemnity Claim or potential Indemnity Claim, and (B) the anticipated total amount of the
Indemnity Claim (including any costs or expenses which have been or may be reasonably incurred in connection therewith). The Indemnified
Party’s failure to give prompt notice shall not constitute a defense (in whole or in part) to any Indemnity Claim by the
Indemnified Party against the Indemnifying Party, except and only to the extent that such failure shall have caused or increased
such liability or adversely affected the ability of the Indemnifying Party to defend against or reduce its liability.


 




    	 	- 34 -	 



     

    

 


(b)          If
the Indemnifying Party shall reject any Damages as to which a Notice of Claim is sent by the Indemnified Party, the Indemnifying
Party shall give written notice of such rejection to the Indemnified Party within thirty (30) days after the date of receipt of
the Notice of Claim. If no rejection is provided by the Indemnifying Party within such thirty (30) day period, the Indemnifying
Party shall pay to the Indemnified Party within thirty (30) days the Damages set forth in such Notice of Claim.


 


(c)          If
any Indemnified Party receives notice of the assertion or commencement of any action made or brought by any Person who is not a
party to this Agreement or an Affiliate of a party to this Agreement or a representative of the foregoing (a “Third Party
Claim”) against the Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification
under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice, but in any event
not later than thirty (30) days after receipt of the notice of the Third Party Claim. The failure to give prompt written notice
shall not, however, relieve the Indemnifying Party of its indemnification obligations, unless the Indemnifying Party was prejudiced
thereby, and then only to the extent of such prejudice. The notice by the Indemnified Party shall describe the Third Party Claim
in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if
reasonably practicable, of the loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall forthwith
have the option to assume the Good Faith Defense (as defined below) of such Third Party Claim at its own expense, provided, that
the Indemnified Party may retain its own counsel at the Indemnified Party’s expense. The Indemnified Party may elect at any
time to assume the defense of the Third Party Claim upon written notice to the Indemnifying Party, which assumption shall be at
the expense of the Indemnified Party unless the Indemnifying Party has not assumed the Good Faith Defense, and the Indemnified
Party may settle or compromise such defense with the consent of the Indemnifying Party which consent shall not be unreasonably
withheld or delayed. By virtue of the Indemnifying Party’s assumption of the Good Faith Defense of a Third Party Claim, the
parties shall be deemed to have agreed as follows: (x) all claims made pursuant to such Third Party Claim are completely within
the scope of and subject to indemnification and will be the sole and exclusive liability and responsibility of the Indemnifying
Party subject to the limits and terms of this ARTICLE VIII; (y) no compromise or settlement of such claims or action may
be effected by the Indemnifying Party without the Indemnified Party’s consent which consent shall not be unreasonably withheld
or delayed; and (z) the Indemnified Party will have no liability or adverse consequence with respect to any compromise or settlement
of such claims or action effected without the Indemnified Party’s consent which consent shall not be unreasonably withheld
or delayed. For purposes hereof, “Good Faith Defense” means legal defense conducted by reputable counsel of
good standing, which consent shall not be unreasonably withheld or delayed. If a Good Faith Defense is not commenced within thirty
business days following receipt of notice of the Third Party Claim from the Indemnified Party (or such shorter period, if any,
during which a defense must be commenced in order for the defendant to preserve its rights), the Indemnifying Party shall be deemed
to have waived its option to assume the Good Faith Defense with respect thereto. The parties shall provide such cooperation and
such access to their books, records and properties as any party shall reasonably request with respect to such matter; and the parties
hereto agree to cooperate with each other in all reasonable respects in order to help ensure the proper and adequate defense thereof
and in furtherance of seeking a mutually acceptable solution. With regard to Third Party Claims for which indemnification is due
and owing hereunder, such indemnification shall be paid by the Indemnifying Party upon the earliest to occur of: (a) the entry
of a judgment of a court of competent jurisdiction against the Indemnified Party and the expiration of any applicable appeal period;
(b) the entry of an nonappealable judgment of a court of competent jurisdiction against the Indemnified Party; or (c) a settlement
of the Third Party Claim with the mutual written consent of Buyer and the Seller.


 




    	 	- 35 -	 



     

    

 


(d)          Notwithstanding
anything contained herein to the contrary, for purposes of determining the amount of any Damages that are the subject matter of
an indemnification obligation under this ARTICLE VIII (but not for purposes of determining whether a qualifying breach shall
have occurred under Sections 8.02 or 8.03), each representation and warranty in this Agreement and the schedules
and exhibits hereto shall be read without regard and without giving effect to any Materiality Qualifier contained in such representation
or warranty which has the effect of making such representation and warranty less likely to be breached (as if such word or words
were deleted from such representation or warranty). As used in this paragraph (d), “Materiality Qualifier” means
any reference or qualification to a set of facts using the term “material,” “in all material respects,”
“material adverse effect” or any similar phrase.


 


Section
8.06         Tax Treatment of Indemnification Payments. The Seller
and the Buyer agree to treat any payment made pursuant to this ARTICLE VIII as an adjustment to the Final Purchase Price
for U.S. federal, state and local income Tax purposes.


 


Section
8.07         Additional General Limitations. Except to the extent
that Damages arise in a Third Party Claim for which indemnification is due, the Indemnified Party shall not seek, nor be entitled
to, consequential, punitive, exemplary or special damages (including damages for any lost profits) in any claim for indemnification
or recovery pursuant to this ARTICLE VIII. Any claim for Damages payable under this ARTICLE VIII shall be (i) net
of any insurance proceeds actually received by such Indemnified Party with respect to such Damages (after deducting the amounts
of policy deductibles, self-insured retentions and any out of pocket costs and expenses incurred in connection with the recovery
of such proceeds), and (ii) calculated on an “After-Tax Basis”, which shall mean, with respect to the event giving
rise to such Damages (the “Indemnified Event”), Damages shall be determined after taking into account, to the
extent not previously taken into account in computing the amount of the such Damages, all reductions in federal, state, local and
foreign Taxes (including estimated Taxes) realized by the Indemnified Party for all affected taxable years and periods as a result
of the Indemnified Event. All calculations regarding such reductions shall be made at the time of the relevant indemnification
payment using reasonable assumptions and present value concepts as reasonably agreed to by Buyer and Seller. In addition, Seller
shall have no liability or obligation under this ARTICLE VIII for any Damages from any claim or matter for which the Final
Net Working Capital reflects an accrual or other applicable adjustment.


 




    	 	- 36 -	 



     

    

 


Section
8.08         Exclusive Remedy. Except with respect to any equitable
remedy to which the Buyer Indemnified Person shall be entitled for a breach by a Seller of any of Sections 7.02 or 7.03
hereof and except with respect to the Other Transaction Documents, the remedies and causes of action provided in this ARTICLE
VIII shall be the exclusive remedies and causes of action of the parties hereto after the Closing in connection with the terms
of, and the transactions contemplated by, this Agreement, including without limitation any breach or non-performance of any representation,
warranty, covenant or agreement contained herein or in any closing certificate delivered pursuant hereto; and, to the extent allowed
by applicable law, each indemnified party does hereby waive any and all such other statutory, common law and contractual rights
and remedies with respect to the subject matter of this Agreement.


 


Section
8.09         Knowledge and Insurance. The right of an Indemnified
Party to indemnification pursuant to this Article VIII will not be affected by any investigation conducted or knowledge acquired
(or capable of being acquired) by such Indemnified Party, at any time, whether before or after the execution and delivery of this
Agreement, with respect to the accuracy of any representation or warranty, performance of or compliance with any covenant or agreement
referred to herein. Notwithstanding any provision of this Agreement or any other agreement between the parties to the contrary,
in no event shall Seller have any obligation hereunder or otherwise, to indemnify and hold Buyer harmless from and against any
Damages suffered or incurred directly or indirectly, as a result of or arising from any breach of any representation or warranty
of the Seller or the Company under this Agreement, or any breach by the Seller or the Company of any of its covenants or other
agreements set for in this Agreement, if and to the extent all or any part of such Damages are covered by insurance maintained
by Buyer or the Company (and in each such case, the insured under such policy must first make good faith and diligent efforts to
promptly claim and recover against the applicable insurer for any such matters).


 


Section
8.10         No Reliance. The
Buyer has not relied on the Seller with respect to any matter in connection with the evaluation of the Company other than the representations
and warranties of the Seller and the Company specifically set forth in Articles IV and V hereof, and the Buyer acknowledges that
the Seller is making no representations or warranties, express or implied, of any nature whatever with respect to the Company other
than the representations and warranties of specifically set forth in Articles IV and V.


 


Article
IX

DEFINITIONS


 


Section
9.01         Definitions. For purposes hereof, the following terms
when used herein shall have the respective meanings set forth below:


 


“Affiliate”
of any particular Person means (1) any Person, other than an individual, owning directly, or indirectly controlling, at least fifty
percent (50%) of the stock entitled to vote for election of directors of the subject Person, (2) any Person, other than an individual,
owned or directly controlled by the subject Person through ownership of at least fifty percent (50%) of the stock entitled to vote
for election of directors or any other entity actually controlled by the subject Person, or (3) any Person (other than the subject
Person) owned or directly controlled by the Person mentioned in (1) above, through ownership of at least fifty percent (50%) of
the stock entitled to vote for election of directors.


 




    	 	- 37 -	 



     

    

 


“Agreement”
has the meaning set forth in the preamble.


 


“Anti-Corruption
Laws” has the meaning set forth in Section 4.15(c).


 


“Atomic Energy
Act” means the Atomic Energy Act of 1954, as amended.


 


“Business”
means the businesses operated by the Company as of the Closing Date.


 


“Business Day”
means any day other than a Saturday, Sunday, or a day on which the branch of the Federal Reserve Bank of Atlanta located in Miami,
Florida is closed.


 


“Buyer”
has the meaning set forth in the preamble.


 


“Buyer Indemnified
Person” has the meaning set forth in Section 8.02(a).


 


“Buyer QVF”
has the meaning set forth in Section 3.01(f)(ii).


 


“Byproduct Material”
means any radioactive material (other than Special Nuclear Material) yielded in, or made radioactive by, exposure to the radiation
incident to the process of producing or utilizing Special Nuclear Material.


 


“Call Right”
has the meaning set forth in Section 3.01(a).


 


“Cap”
has the meaning set forth in Section 8.04(a)(ii).


 


“Closing”
has the meaning set forth in Section 2.01.


 


“Closing Date”
has the meaning set forth in Section 2.01.


 


“Closing Date
Net Working Capital” has the meaning set forth in Section 2.04(b).


 


“Closing Date
Purchase Price” has the meaning set forth in Section 1.02.


 


“Closing Statement”
has the meaning set forth in Section 2.04(b).


 


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


 


“Common Stock
of the Company” means the shares of common stock of the Company, no par value.


 


“Company”
has the meaning set forth in the preamble.


 


“Company Source
Code” has the meaning set forth in Section 4.10.


 


“Competitive Activity”
has the meaning set forth in Section 7.03(a).


 




    	 	- 38 -	 



     

    

 


“Computer System”
has the meaning set forth in Section 4.23.


 


“Confidential
Information” has the meaning set forth in Section 7.02.


 


“Contest”
has the meaning set forth in Section 7.04(d).


 


“Contract”
means any agreement, contract, lease, deed, license, instrument, note, indenture, obligation, or other legally binding commitment
of a Person entered into with a third party, whether written or oral, to which such Person is bound or to which such Person’s
assets or properties are subject and any amendments or supplements thereto.


 


“Creditors”
has the meaning set forth in Section 2.02(i).


 


“Current Assets”
means the current assets of the Company as of the Closing Date determined in accordance with and based upon GAAP, excluding
(i) amounts owed by any Seller and any accrued interest thereon, (ii) equipment and accumulated depreciation, (iii) office
and computer equipment and accumulated depreciation, (iv) leasehold improvements and accumulated depreciation, and (vi) building
and accumulated depreciation.


 


“Current Liabilities”
means the current liabilities of the Company as of the Closing Date determined in accordance with and based upon GAAP, including
accruals for accounts payable and credit card obligations, but excluding estimated transaction expenses.


 


“Damages”
has the meaning set forth in Section 8.02(a).


 


“Deductible”
has the meaning set forth in Section 8.04(a)(i).


 


“Disclosure Schedules”
has the meaning set forth in Article V.


 


“Dollars”
means the lawful currency of the United States of America.


 


“Employment Agreement”
has the meaning set forth in Section 2.02(a).


 


“Environmental
Laws” means any applicable Law, and any order from any Government Body or binding agreement with any Governmental Body:
(a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species,
or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the
presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment,
generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Substances. The term “Environmental
Law” includes the following (including their implementing regulations and any state analogs): the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601
et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the
Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution
Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic
Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community
Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the
Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.


 




    	 	- 39 -	 



     

    

 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


“ERISA Affiliate”
means a corporation or other person, firm or entity which, together with the Company, would be deemed to be a single employer within
the meaning of Section 414(b), (c), (m) or (o) of the Code.


 


“Estimated Net
Working Capital” has the meaning set forth in Section 2.04(a).


 


“Estimated Net
Working Capital Deficit” has the meaning set forth in Section 2.04(a).


 


“Estimated Net
Working Capital Payment” means 51% of the Estimated Net Working Capital.


 


“Estimated Net
Working Capital Surplus” has the meaning set forth in Section 2.04(a).


 


“Exercise Note”
has the meaning set forth in Section 3.01(b)(i).


 


“Exercise Price”
has the meaning set forth in Section 3.01(f)(i).


 


“Exercising Party”
has the meaning set forth in Section 3.01(b)(i).


 


“Fair Market Value”
has the meaning set forth in Section 3.01(f)(i).


 


“Final Net Working
Capital” has the meaning set forth in Section 2.04(b).


 


“Final Net Working
Capital Deficit” has the meaning set forth in Section 2.04(b).


 


“Final Net Working
Capital Payment” means 51% of the Final Net Working Capital.


 


“Final Net Working
Capital Surplus” has the meaning set forth in Section 2.04(b).


 


“Final Purchase
Price” has the meaning set forth in Section 2.04.


 


“Financial Statements”
has the meaning set forth in Section 4.05(a).


 


“Fraud”
means a knowing and willful false representation in this Agreement of a material fact, or knowing and willful concealment of a
material fact that should have been disclosed, which deceives and is intended to deceive another so that such party shall act upon
it to such party’s legal injury.


 


“Fundamental Representations”
has the meaning set forth in Section 8.01.


 


“GAAP”
means United States generally accepted accounting principles.


 


“Good Faith Defense”
has the meaning set forth in Section 8.05(a).


 




    	 	- 40 -	 



     

    

 


“Governmental
Body” means any (a) federal, state, local, municipal, foreign, or other government, or (b) governmental or quasi-governmental
authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization
or regulatory body, and any court, arbitrator, or other similar governmental or quasi-governmental tribunal).


 


“Government Official”
means any (i) officer or employee of a Governmental Body or instrumentality thereof (including any state-owned or state-controlled
enterprise) or of a public international organization, (ii) candidate for political office or official of any political party,
(iii) person acting for or on behalf of any Governmental Body or instrumentality thereof.


 


“Greater Than
Class C Waste” means radioactive waste that contains a radionuclide whose concentration exceeds the value in Table 1
or Table 2 of 10 C.F.R. § 61.55, and therefore is currently not generally acceptable for disposal at existing (near surface)
low level radioactive waste disposal facilities.


 


“Hazardous Substances”
means any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each
case, whether naturally occurring or manmade, that is toxic, ignitable, reactive, corrosive, radioactive or caustic (including,
petroleum, its derivatives, by-products and other hydrocarbons, poly-chlorinated bi-phenyls and asbestos), or regulated or defined
as a hazardous substance, contaminant, toxic substance, toxic pollutant, hazardous waste, special waste, or pollutant pursuant
to Environmental Laws.


 


“High Level Waste”
means (a) irradiated nuclear reactor fuel, (b) liquid wastes resulting from the operation of the first cycle solvent extraction
system, or its equivalent, and the concentrated wastes from subsequent extraction cycles, or their equivalent, in a facility for
reprocessing irradiated reactor fuel, (c) solids into which such liquid wastes have been converted, or (d) any other material containing
radioactive nuclides in concentrations or quantities that exceed NRC requirements for classification as Low Level Waste.


 


“Incorporated
Open Source Software” has the meaning set forth in Section 4.10.


 


“Indebtedness”
means, as of any particular time, without duplication (i) the amount of all obligations for borrowed money, (ii) all liabilities
evidenced by bonds, debentures, promissory notes, or other similar instruments or debt securities, (iii) all obligations, contingent
or otherwise, in respect of any letters of credit or similar instruments (in each case to the extent drawn), (iv) all guarantees
of the obligations of another Person with respect to any of the foregoing, (v) all obligations for or assumed as the deferred
purchase price of property or services, and all interest thereon and fees and other expenses related thereto excluding open materials
commitments (vi) all liabilities related to any unfunded or underfunded employee pension plan within the meaning of Section 3(2)
of ERISA, and all interest thereon and fees and other expenses related thereto, and (vii) severance or other amounts payable to
any employee terminated at or prior to Closing and all interest thereon and fees and other expenses related thereto; provided,
however, Indebtedness shall in no event include any item that is accounted for in Net Working Capital.


 




    	 	- 41 -	 



     

    

 


“Indemnified Event”
has the meaning set forth in Section 8.07.


 


“Indemnified Party”
has the meaning set forth in Section 8.05(a).


 


“Indemnifying
Party” has the meaning set forth in Section 8.05(a).


 


“Indemnity Claim”
has the meaning set forth in Section 8.05.


 


“Independent QVF”
has the meaning set forth in Section 3.01(f)(ii).


 


“Insurance Policies”
has the meaning set forth in Section 4.13.


 


“Intellectual
Property” means all of the following, including such of the following that is owned by the Company and in which the Company
holds exclusive or non-exclusive rights or interests granted by license from other Persons, including the Seller: (i) domestic
and foreign patents, patent applications and patent or invention disclosures; (ii) registered and unregistered trademarks, registered
and unregistered service marks, trade dress, trade names, brand names, corporate names, Internet domain names and other identifiers
of source or goodwill, together with all goodwill associated with each of the foregoing; (iii) registered and unregistered copyrights;
(iv) Software; (v) trade secrets, know-how, quality control, methods, processes and other confidential and proprietary information;
(vi) registrations and applications for any of the foregoing; and (vii) and other similar know-how or intangible properties that
are used by the Company for ownership, management or operation and the conduct of the Business.


 


“Interim Financial
Statements” has the meaning set forth in Section 4.05(a).


 


“Inventory”
means all goods, merchandise and other personal property owned and held for sale by the Company, and all raw materials, works-in-process,
materials and supplies of every nature owned by the Company which contribute to the finished products of the Company in the ordinary
course of its business.


 


“Knowledge”
or any similar phrase with respect to the knowledge of the Buyer shall mean the knowledge of any executive officer or director
of the Buyer, and an individual shall be deemed to have “knowledge” of a particular fact, circumstance or other matter
if: (i) such person is actually aware of such fact, circumstance or matter or (ii) an individual could have obtained such fact,
circumstance or matter through a reasonable inquiry concerning the truth or existence of such fact, circumstance or other matter.


 


“Knowledge of
the Company” or the “Company’s Knowledge” or any similar phrase with respect to the Knowledge
of the Company shall mean the knowledge of any executive officer or director of the Company, including the Seller, and an individual
shall be deemed to have “knowledge” of a particular fact, circumstance or other matter if: (i) such person is actually
aware of such fact, circumstance or matter or (ii) an individual could have obtained such fact, circumstance or matter through
a reasonable inquiry concerning the truth or existence of such fact, circumstance or other matter.


 


“Latest Balance
Sheet” has the meaning set forth in Section 4.05(a).


 




    	 	- 42 -	 



     

    

 


“Law”
means any law, rule, regulation, ordinance, judgment, injunction, order, decree, administrative requirement, or other restriction
of any Governmental Body, as enacted or promulgated and in effect on or prior to the Closing Date.


 


“Liabilities”
has the meaning set forth in Section 4.05(b).


 


“Lien”
means any lien (statutory or other), security interest, purchase option, easement, encroachment of real property, right of first
refusal, pledge, charging order, mortgage, deed of trust or other similar encumbrance or claim.


 


“Low Level Waste”
means radioactive material that (a) is neither Spent Nuclear Fuel, nor byproduct material (as such term is defined in Section 11e.(2)
of the Atomic Energy Act) and (b) the NRC, consistent with existing Law and in accordance with clause (a), classifies as low-level
radioactive waste.


 


“Major Customers”
has the meaning set forth in Section 4.20(a).


 


“Major Suppliers”
has the meaning set forth in Section 4.20(b).


 


“Materiality Qualifier”
has the meaning set forth in Section 8.05(d).


 


“Net Working Capital”
means Current Assets less Current Liabilities.


 


“Neutral Accountants”
has the meaning set forth in Section 2.04(b).


 


“Confidentiality
Agreement” has the meaning set forth in Section 2.02(a).


 


“Notice of Claim”
has the meaning set forth in Section 8.05(a).


 


“Notice of Objection”
has the meaning set forth in Section 2.04(b).


 


“NRC”
means the United States Nuclear Regulatory Commission.


 


“Nuclear Fuel”
means nuclear fuel assemblies, irradiated fuel assemblies that are capable of reinsertion into reactors without modification or
additional cost, and unirradiated fuel assemblies awaiting insertion into reactors, as well as all nuclear fuel constituents (including
uranium in any form and separative work units) in any stage of the fuel cycle that are in process of production, conversion, enrichment
or fabrication.


 


“Nuclear Insurance
Policies” means all nuclear insurance policies carried by or for the benefit of the Company with respect to the ownership,
operation or maintenance of the Business, including all nuclear liability, property damage, decontamination, decommissioning and
business interruption policies in respect thereof.


 




    	 	- 43 -	 



     

    

 


“Nuclear Laws”
means all Laws relating to the following: the regulation of nuclear power plants, Source Material, Byproduct Material and Special
Nuclear Materials; the regulation of Low Level Waste and Spent Nuclear Fuel; the transportation and storage of Nuclear Materials;
the regulation of Safeguards Information; the regulation of Nuclear Fuel; the enrichment of uranium; the disposal and storage of
Spent Nuclear Fuel; contracts for and payments into the Nuclear Waste Fund; and as applicable, the antitrust laws and the Federal
Trade Commission Act to specified activities or proposed activities of certain licensees of commercial nuclear reactors, but shall
not include Environmental Laws. Nuclear Laws include the Atomic Energy Act (42 U.S.C. §§ 2011 et seq.), the Price-Anderson
Act (Section 170 of the Atomic Energy Act of 1954); the Energy Reorganization Act of 1974 (42 U.S.C. §§ 5801 et seq.);
Convention on the Physical Protection of Nuclear Material Implementation Act of 1982 (Public Law 97-351; 96 Stat. 1663); the Foreign
Assistance Act of 1961 (22 U.S.C. § 2429 et seq.); the Nuclear Non-Proliferation Act of 1978 (22 U.S.C. § 3201);
the Low-Level Radioactive Waste Policy Act (42 U.S.C. §§ 2021b et seq.); the Nuclear Waste Policy Act (42 U.S.C.
§§ 10101 et seq.); the Low-Level Radioactive Waste Policy Amendments Act of 1985 (42 U.S.C. §§ 2021d,
471); the Energy Policy Act of 1992 (4 U.S.C. §§ 13201 et seq.); the Energy Policy Act of 2005; regulations promulgated
under each of the acts cited above and any state or local Law analogous to the foregoing.


 


“Nuclear Material”
means Source Material, Special Nuclear Material, Low Level Waste, Greater Than Class C Waste, High Level Waste, Byproduct Material
and Spent Nuclear Fuel.


 


“Nuclear Waste
Fund” means the fund established by Section 302(c) of the Nuclear Waste Policy Act in which the Spent Nuclear Fuel Fees
to be used for the design, construction and operation of a High Level Waste repository and other activities related to the storage
and disposal of Spent Nuclear Fuel is deposited.


 


“Option Closing
Date” has the meaning set forth in Section 3.01(b)(iii).


 


“Option Shares”
has the meaning set forth in Section 3.01(a).


 


“Organizational
Documents” means the Articles of Incorporation and bylaws (or equivalent governing instruments required or contemplated
by applicable Law), as currently in force and effect, of the Company.


 


“Other Transaction
Documents” means the Employment Agreement, the Confidentiality Agreement, the Shareholders’ Agreement and the Services
Agreement.


 


“Parent”
has the meaning set forth in Section 2.03(d).


 


“Permits”
has the meaning set forth in Section 4.15(a).


 


“Permitted Liens”
means (i) Liens securing liabilities which are reflected or reserved against in the Latest Balance Sheet to the extent so reflected
or reserved; (ii) Liens for Taxes not yet due and payable or which are being contested in good faith and by appropriate proceedings;
(iii) mechanic’s, materialmen’s and similar Liens securing obligations not yet delinquent; (iv) purchase money Liens
and Liens securing rental payments under capital lease arrangements; and (v) (A) zoning, building codes and other land use laws
regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental Body
and (B) easements, covenants, conditions, restrictions and other similar matters of record affecting title to real property which,
in the case of subclauses (A) and (B) of this clause (v), are not violated by the current use or occupancy
of such real property or the operation of the Business.


 




    	 	- 44 -	 



     

    

 


“Person”
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust,
a joint venture, an unincorporated organization or a Governmental Body.


 


“Plan”
has the meaning set forth in Section 4.12(a).


 


“Product”
means each product, process, application or service manufactured, licensed, distributed, performed, or sold by the Company (or
any Affiliate thereof with respect to the Business) within the past five (5) years and any other products in which the Company
(or any Affiliate thereof with respect to the Business) has or had any proprietary rights within the past five (5) years.


 


“Promissory Note”
has the meaning set forth in Section 2.02(n).


 


“Proprietary Rights
Agreement” has the meaning set forth in Section 4.18(c).


 


“Purchase Price
Deficit” has the meaning set forth in Section 2.04(c)(i).


 


“Purchase Price
Surplus” has the meaning set forth in Section 2.04(c)(i).


 


“Purchased Shares”
has the meaning set forth in Section 1.01.


 


“Put Right”
has the meaning set forth in Section 3.01(a).


 


“Qualified Valuation
Firm” has the meaning set forth in Section 3.01(f)(ii).


 


“Real Property”
has the meaning set forth in Section 4.07(b).


 


“Records”
has the meaning set forth in Section 2.02(e).


 


“Related Party”
means (i) any Seller or any officer or director of the Company, (ii) any spouse, former spouse, child (natural or adopted), parent,
parent of a spouse, sibling or grandchild of any of the Persons listed in clause (i) above, (iii) any Affiliate of any of the Persons
listed in clause (i) or (ii) above (other than the Company), (iv) any corporation or organization of which such Person listed in
clause (i) or (ii) above is an officer or partner or is directly or indirectly the beneficial owner of 10% or more of any class
of equity securities, other than of the Company, and (v) any trust or other estate in which any of the Persons listed in clause
(i) or (ii) above has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary
capacity, other than of the Company.


 


“Release”
means any manner of spilling, leaking, dumping, discharging, releasing, migrating or emitting, as any of such terms may further
be defined in any Environmental Law, into or through any medium including ground water, surface water, land, soil or air.


 


“Responding Party”
has the meaning set forth in Section 3.01(b)(i).


 


“Restricted Period”
has the meaning set forth in Section 7.03(a).


 


“Restrictive Covenants”
has the meaning set forth in Section 7.03(c).


 




    	 	- 45 -	 



     

    

 


“Safeguards Information”
means information that is required to be protected under the terms of 10 C.F.R. § 73.21.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Seller”
has the meaning set forth in the preamble.


 


“Seller QVF”
has the meaning set forth in Section 3.01(f)(ii).


 


“Services Agreement”
has the meaning set forth in Section 2.02(k).


 


“Shareholders’
Agreement” has the meaning set forth in Section 2.02(h).


 


“Software”
means computer software, applications and databases, together with, as applicable, object code, source code, firmware and embedded
versions thereof and documentation related thereto.


 


“Source Material”
means: (1) uranium, thorium, or any combination thereof, in any physical or chemical form, or (2) ores which contain by weight
one-twentieth of one percent (0.05%) or more of uranium, thorium, or any combination thereof. “Source Material” does
not include Special Nuclear Material.


 


“Special Nuclear
Material” means plutonium, uranium-233, uranium enriched in the isotope-233 or in the isotope-235, and any other material
that the NRC determines to be “Special Nuclear Material” but does not include Source Material. “Special Nuclear
Material” also refers to any material artificially enriched by any of the above-listed materials or isotopes but does not
include Source Material.


 


“Spent Nuclear
Fuel” means fuel that has been permanently withdrawn from a nuclear reactor following irradiation, and has not been chemically
separated into its constituent elements by reprocessing. Spent Nuclear Fuel includes the Special Nuclear Material, Byproduct Material,
Source Material, Greater Than Class C Waste, and other radioactive materials associated with Nuclear Fuel assemblies.


 


“Spent Nuclear
Fuel Fees” means those fees assessed on electricity sold pursuant to the Standard Spent Fuel Disposal Contract, as provided
in Section 302 of the Nuclear Waste Policy Act and 10 C.F.R. Part 961.


 


“Straddle Period”
has the meaning set forth in Section 7.04(b).


 


“Tax”
or “Taxes” includes (1) any federal, state, local or foreign income, capital, franchise, import, value added,
estimated, alternative minimum, sales, use, transfer, registration, excise, stamp, windfall profit, customs, duties, real property,
personal property, capital stock, social security, unemployment, disability, payroll, unclaimed property, escheat or other tax
of any kind whatsoever, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing,
and (2) any liability for the payment of any amounts of the type described in (1) as a result of being a member of a consolidated,
combined, unitary or aggregate group for any taxable period.


 




    	 	- 46 -	 



     

    

 


“Tax Proceedings”
means any audit, claim for refund or contest or defense against any assessment, notice of deficiency, or other proposed adjustment
relating to any and all Taxes of the Company.


 


“Tax Returns”
means returns, declarations, reports, claims for refund, information returns or other documents (including any related or supporting
schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection
of any Taxes of any party.


 


“Territory”
has the meaning set forth in Section 7.03(a).


 


“Third Party Claim”
has the meaning set forth in Section 8.05(a).


 


“Transitioned
Employees” has the meaning set forth in Section 7.05.


 


“Widely Varying
Value” has the meaning set forth in Section 3.01(f)(ii).


 


“Year-End Financial
Statements” has the meaning set forth in Section 4.05(a).


 


Section
9.02         Other Definitional Provisions.


 


(a)          “Hereof,”
etc. The terms “hereof,” “herein” and “hereunder” and terms of similar import are references
to this Agreement as a whole and not to any particular provision of this Agreement unless otherwise explicitly specified. Section,
clause, schedule and exhibit references contained in this Agreement are references to “, clauses, schedules and exhibits
in or to this Agreement, unless otherwise explicitly specified.


 


(b)          “Including,”
etc. The term “including” shall mean “including but not limited to.”


 


(c)          Gender.
Any reference in this Agreement to gender shall include all genders.


 


(d)          Reference
to a Person in a particular capacity excludes such Person in any other capacity or individually.


 


(e)          Reference
to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from
time to time in accordance with the terms thereof.


 


(f)          Reference
to any Law for purposes of a post-Closing covenant under this Agreement means such Law as amended, modified, codified, replaced
or reenacted, in whole or in part, and in effect as of the time for performance of such covenant, including rules and regulations
promulgated thereunder;


 


(g)          “Or”
is used in the inclusive sense of “and/or”.


 


(h)          References
to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules, or amendments thereto
as then in effect.


 




    	 	- 47 -	 



     

    

 


Article
X

MISCELLANEOUS


 


Section
10.01         Press Releases and Communications. Any public
announcement, press release or similar publicity with respect to this Agreement or the contemplated transactions will be issued,
if at all, at such time and in such manner as the Buyer determines with the approval of the Seller, such approval to not be unreasonably
withheld or delayed, except that such approval shall not be required to the extent such public announcement and its content is
required of the Buyer by applicable Law or by The Nasdaq Stock Market rules. Seller and Buyer will consult with each other concerning
the means by which the Company’s employees, customers, suppliers and others having dealings with the Company will be informed
of this Agreement and the contemplated transactions, and Buyer and Seller will have the right to be present for any such communication.


 


Section
10.02         Expenses. Except as otherwise expressly provided herein,
all fees, costs and expenses (including fees, costs and expenses of legal counsel, accountants, investment bankers, brokers or
other representatives and consultants) incurred in connection with the negotiation of this Agreement and the other agreements contemplated
hereby, the performance of this Agreement and the other agreements contemplated hereby, shall be paid by the party incurring such
expense.


 


Section
10.03         Notices. Except as otherwise expressly provided herein,
all notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be deemed to have been given (a) when personally delivered, (b) first Business Day after being transmitted
via Email or telecopy (or other facsimile device) to the number set out below or transmitted by electronic mail if the sender on
the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), (c) the day following
the day (except if not a Business Day, then the next Business Day) on which the same has been delivered prepaid to a reputable
national overnight air courier service or (d) the third (3rd) Business Day following the day on which the same is sent
by certified or registered mail, postage prepaid, in each case to the respective parties at the address set forth below, or at
such other address as such party may specify by written notice to the other party hereto:


 


Notices to the Buyer:


 


Consolidated Water U.S. Holdings,
Inc.


Attn: Frederick W. McTaggart, President


5810 Coral Ridge Drive, Suite 220


Coral Springs, Florida 33076


Telephone: (954) 509-8200


Email: rmctaggart@cwco.com


Facsimile: (954) 509-8637


 




    	 	- 48 -	 



     

    

 


With a copy to:


 


Duane Morris LLP


Attn: Leslie J. Croland


200 South Biscayne Boulevard, Suite
3400


Miami, FL 33131-2318


Telephone: (305) 960-2250


Email: ljcroland@DuaneMorris.com


Facsimile: (305) 960-2201


 


Notices to the Seller:


 


Thomas Donnick, Jr.


2055 Mooringline Drive


Vero Beach, FL 32963


Telephone: (772) 461-0004 Ext. 13


Email: tdonnick@aerexglobal.com


 


with a copy (which shall not constitute
notice) to:


 


Houston Harbaugh PC


Attn: Alex W. Thomson


Three Gateway Center


401 Liberty Ave., 22nd Floor


Pittsburgh, PA 15222


Telephone: (412) 288-2227


Email: athomson@hh-law.com


Facsimile: (412) 281-4499


 


Section
10.04         Assignment. This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted
assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated
by the Buyer, on the one hand, and the Seller, on the other hand, without the prior written consent of the other party.


 


Section
10.05         Severability. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable
in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of
this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. The parties further agree
to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to
the extent possible, the economic, business and other purposes of such void or unenforceable provision.


 




    	 	- 49 -	 



     

    

 


Section
10.06         Construction. The headings of the sections and paragraphs
of this Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of
the terms or provisions hereof. The specification of any dollar amount or the inclusion of any item in the representations and
warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the items
so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be
disclosed as material or threatened) or are within or outside of the ordinary course of business, and no party shall use the fact
of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the
parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits
is or is not required to be disclosed (including whether the items are required to be disclosed as material or threatened) or is
within or outside of the ordinary course of business for purposes of this Agreement. In addition, matters reflected in the Disclosure
Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional
matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. The information
contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement,
and no information contained herein or therein shall be deemed to be an admission by any party hereto to any third-party of any
matter whatsoever (including any violation of law or breach of contract).


 


Section
10.07         Specific Performance. The parties agree that irreparable
damage would occur in the event that any of the provisions of Section 7.03 of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. Accordingly, each of the parties shall be entitled to specific
performance of the terms thereof, including an injunction or injunctions to prevent breaches of Section 7.03 of this
Agreement and to enforce specifically the terms and provisions of Section 7.03 of this Agreement in any Iowa federal
or state court contemplated by Section 10.13. Each of the parties hereby further waives any defense in any action for specific
performance that a remedy at law would be adequate regarding such Section 7.03.


 


Section
10.08         Amendment and Waiver. Except as provided herein, and
subject to applicable Law, any provision of this Agreement or the Disclosure Schedules or exhibits hereto may be amended or waived
only in a writing signed by the Buyer and the Seller. No waiver of any provision hereunder or any breach or default thereof shall
extend to or affect in any way any other provision or prior or subsequent breach or default.


 


Section
10.09         Complete Agreement. This Agreement and the
other agreements, instruments and documents executed in connection herewith (including the Other Transaction Documents) contain
the complete agreement between the parties hereto and supersede any prior understandings, agreements or representations by or between
the parties, written or oral, which may have related to the subject matter hereof in any way.


 


Section
10.10         Third-Party Beneficiaries. Except as otherwise expressly
provided herein, nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties
to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this
Agreement.


 




    	 	- 50 -	 



     

    

 


Section
10.11         Counterparts. This Agreement may be executed in multiple
counterparts, any one of which need not contain the signature of more than one party, but all such counterparts taken together
shall constitute one and the same instrument. Any executed counterpart may be delivered by facsimile or other electronic transmission
and such counterpart shall be deemed an original.


 


Section
10.12         Governing Law and Waiver of Jury Trial. All issues
and questions concerning the construction, validity, interpretation and enforceability of this Agreement or the transactions contemplated
hereby and the exhibits and schedules hereto, and all claims and disputes arising hereunder or in connection herewith, whether
purporting to sound in contract or tort, or at law or in equity, shall be governed by, and construed in accordance with, the laws
of the State of Florida, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State
of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of
Florida. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDINGS
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
10.13         Venue and Jurisdiction. The parties agree that any
action arising out of this Agreement shall be venued in the federal, state or local courts located in Palm Beach County, Florida
and the parties hereby consent to personal jurisdiction in such courts and waive any objection based on the defense of an inconvenient
forum and any objection to jurisdiction or venue of any action instituted hereunder. Each party hereby irrevocably consents to
the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof
by registered or certified mail, postage prepaid, to the addresses set forth in Section 10.03.


 


Section
10.14         Attorney’s Fees. If any action at law or in
equity is necessary to enforce or interpret the terms of this Agreement or any of the Other Transaction Documents, the prevailing
party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief
to which such party may be entitled.


 


Section
10.15         No Presumption Against Drafting Party. Each of the
Buyer, the Company and the Seller acknowledges that each party to this Agreement has been represented by counsel in connection
with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that
would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is
expressly waived.


 


Section
10.16         Further Assurances. Following the Closing, each of
the Parties will, and will cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances,
and assurances, and take such further actions, as may be reasonably required to carry out the provisions of this Agreement and
give effect to the transactions contemplated by this Agreement.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




    	 	- 51 -	 



     

    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Stock Purchase Agreement on the day and year first above written.


 


	COMPANY:	 
	 	 
	AEREX INDUSTRIES, INC.	 
	 	 	 
	By:	/s/ Thomas Donnick, Jr.	 
	Name:   Thomas Donnick, Jr.	 
	Title:     President	 
	 	 
	SELLER:	 
	 	 
	/s/ Thomas Donnick, Jr.	 
	Thomas Donnick, Jr.	 
	 	 
	BUYER:	 
	 	 
	Consolidated Water U.S. Holdings, Inc. 	 
	 	 	 
	By:	/s/ Frederick W. McTaggart	 
	Name:   Frederick W. McTaggart	 
	Title:     President	 


 


[SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]


 




    	 	- 52 -	 



     

    

 


EXHIBITS


 


	Exhibit A	Wire Instructions
	 	 
	Exhibit B	Employment Agreement
	 	 
	Exhibit C	Confidentiality Agreement
	 	 
	Exhibit D	Shareholders’ Agreement
	 	 
	Exhibit E	Service Agreement
	 	 
	Exhibit F	Term Promissory Note


 





 



 


SCHEDULES


 


	Schedule 2.04(a)	Estimate Statement
	 	 
	Schedule 4.01(b)	Business Jurisdictions
	 	 
	Schedule 4.01(c)	Consents/Notices
	 	 
	Schedule 4.03(b)	Minute Books
	 	 
	Schedule 4.04	Capitalization
	 	 
	Schedule 4.05(a)	Financial Statements
	 	 
	Schedule 4.05(b)	Commitments
	 	 
	Schedule 4.05(d)	Indebtedness
	 	 
	Schedule 4.05(e)	Accounts Receivable
	 	 
	Schedule 4.06	Certain Developments since Latest Balance Sheet
	 	 
	Schedule 4.07	Real Property
	 	 
	Schedule 4.08	Tax Matters
	 	 
	Schedule 4.09	Contracts and Commitments
	 	 
	Schedule 4.09(b)	Potential Contract Issues
	 	 
	Schedule 4.09(c)	Non-Arm’s Length/Affiliate Contracts
	 	 
	Schedule 4.10	Intellectual Property


 




     

     

    

 


	Schedule 4.11	Litigation
	 	 
	Schedule 4.12	Employee Benefit Plans
	 	 
	Schedule 4.13	Insurance
	 	 
	Schedule 4.14	Environmental
	 	 
	Schedule 4.15(a)	Permits
	 	 
	Schedule 4.15(c)	Payments
	 	 
	Schedule 4.18(a)	Labor and Employment Matters
	 	 
	Schedule 4.18(b)	Employee Information
	 	 
	Schedule 4.18(d)	Non-At-Will Employees
	 	 
	Schedule 4.18(e)	Wages and Commissions
	 	 
	Schedule 4.18(f)	Consulting Arrangements
	 	 
	Schedule 4.18(g)	Employee Classification
	 	 
	Schedule 4.19(a)	Related Party Transactions—Interests and Claims
	 	 
	Schedule 4.19(b)	Related Party Transactions—Debts
	 	 
	Schedule 4.19(c)	Related Party Contracts
	 	 
	Schedule 4.20(a)	Major Customers
	 	 
	Schedule 4.20(b)	Major Suppliers
	 	 
	Schedule 4.21	Inventory
	 	 
	Schedule 4.22	Warranties and Claims
	 	 
	Schedule 4.25	Names
	 	 
	Schedule 4.26	Accounts


 




    	 	2 	 



     

    

 


EXHIBIT A


 


Wire Instructions


 


{see attached}


 




     

     

    

 


EXHIBIT B


 


Employment Agreement


 


{see attached}


 






     

     

    







 


EXECUTION VERSION 


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (this “Agreement”) is made and entered as of February 11, 2016 by and between Aerex Industries,
Inc., a Florida corporation (the “Company”) and Thomas Donnick, Jr. (the “President”).


 


WHEREAS, the
Company, recognizing the President’s experience and knowledge, desires to retain the valuable service of the President, it
being in the best interest of the Company to arrange the terms of employment between the President and the Company for the term
hereof;


 


WHEREAS, the
President desires to be engaged by the Company in accordance with the terms hereof; and


 


WHEREAS, the
Company and the President mutually intend to set forth herein the terms and conditions of the President’s employment with
the Company.


 


NOW, THEREFORE,
the Company and the President, for and in consideration of the mutual covenants and agreements contained herein and other due and
lawful consideration, the receipt and sufficiency of which is hereby acknowledged agree as follows:


 


1.          Adoption
of Recitals. The Company and the President hereby adopt the above recitals as being true and correct.


 


2.          Employment.
The Company shall employ the President, and the President hereby accepts such employment with the Company, subject to the terms
and conditions set forth herein.


 


3.          Term.
This Agreement will commence on February 11, 2016 (the “Effective Date”) and shall terminate on February 10,
2019 (the “Initial Term”), unless sooner terminated in accordance with the provisions of this Agreement. This
Agreement will automatically renew for an additional one (1) year terms (each a “Renewal Term”) unless sooner
terminated in accordance with the provisions of this Agreement; provided this Agreement will not automatically renew if
either party shall provide the other party at least sixty (60) days prior notice of its intent not to renew this Agreement at
the end of the Initial Term or any of the Renewed Terms. The Initial Term and the Renewal Terms shall be referred to together
as the “Term.”


 




    	 	1	 



     


    

 


4.          Duties
and Other Permitted Business Activities. During the Term of this Agreement, the President shall serve as President of the
Company. The President shall report to the Board of Directors of the Company (the “Board”). The President shall perform
those duties consistent with his position, as well as such other duties, not inconsistent with this Agreement, as the Board may
from time to time direct. Exhibit A hereto sets forth the specific duties the President is required to perform hereunder.
The President shall devote all of his business time and efforts to the performance of his duties under this Agreement and, other
than as set forth in Exhibit B, shall not, during the President’s employment by the Company, without the prior
written approval of the Chairman of the Board, be employed by or otherwise engaged in any other business activity requiring any
of the President’s time, provided that the President may, to the extent not otherwise prohibited by this Agreement,
devote such amount of time as does not interfere or compete with the performance of the President’s duties under this Agreement
to any one or more of the following activities: (i) investing the President’s personal assets in such manner as will not
require services to be rendered by the President in the operation of the affairs of the companies in which investments are made;
or (ii) engaging in charitable activities, including serving on the boards of directors of charitable organizations. Other than
those activities and investments listed on Exhibit B, there are no other activities or investments that would interfere
with the President’s fulfillment of his duties as set forth in this Agreement. The President shall not enter into new activities
or investments that would interfere with the fulfillment of his duties to the Company or expand his involvement with the activities
and investments listed on Exhibit B without the prior written approval of the Chairman of the Board. The President
further agrees that he may, without any additional compensation, serve as a director or in such other executive officer capacity
(“Additional Positions”) with respect to the Company, its subsidiaries, affiliated companies and divisions,
or in associations in which the Company is a member, as may from time to time be mutually agreed to in writing by the President
and the Company.


 


5.          Compensation


 


(a)          Base
Salary. For services performed by the President pursuant to this Agreement, the Company shall pay the President a base salary
of Two Hundred Fifty Thousand Dollars ($250,000.00) per annum, payable in accordance with the Company’s regular payroll
practice subject to any applicable tax and payroll deductions (the “Base Salary”). The Base Salary is subject
to annual increases in the sole discretion of the Board. Any compensation which may be paid to the President under any additional
compensation or incentive plan of the Company or which may be otherwise authorized from time to time by the Board shall be in
addition to the Base Salary to which the President shall be entitled to under this Agreement.


 


(b)          Regular
Benefits. The President shall also be entitled to participate in any qualified retirement plans, deferred compensation plans,
medical insurance plans, life insurance plans, disability income plans, retirement plans, vacation plans and any other benefit
plans which the Company may from time to time have in effect for any of its senior executives; provided that the President
qualifies for participation in such plans, programs and arrangements pursuant to the terms thereof. Such participation shall be
subject to the terms of the applicable plan documents, generally applicable policies of the Company and applicable law.


 


(c)          Reimbursement.
The Company shall reimburse the President (or, in the Company’s sole discretion, shall pay directly), upon presentation of
vouchers and other supporting documentation as the Company may reasonably require, for reasonable out-of-pocket expenses incurred
by the President relating to the business or affairs of the Company or the performance of the President’s duties hereunder,
including, without limitation, reasonable expenses with respect to entertainment, travel and similar items, provided that
the incurring of such expenses shall have been approved in accordance with the Company’s regular reimbursement procedures
and practices in effect from time to time.


 


(d)          Vacation.
In addition to statutory holidays, the President shall be entitled to four (4) weeks paid vacation each calendar year during the
President’s employment, accruing ratably each month. Unused vacation time shall accrue from year to year.


 




    	 	2	 



     


    

 


(e)          Withholding.
The Company may withhold from the President’s compensation, including Severance (as defined in Section 6(c) hereof),
if any, all applicable amounts (including, withholding and payroll taxes) required by law.


 


6.          Termination.
Unless earlier terminated in accordance with the following provisions of this Section 6, the Company shall continue
to employ the President and the President shall remain employed by the Company during the Term.


 


(a)          Termination
due to Death or Disability. This Agreement shall terminate immediately in the event of the President’s death or Disability.
The President shall be deemed to have a Disability for purposes of this Agreement if either (i) the President is deemed disabled
for purposes of any group or individual long term disability policy paid for by the Company and at the time in effect, or (ii)
the President is unable to perform the essential functions of his duties due to physical or mental illness or injury for a period
of 120 consecutive days or 180 days in total in a 365-day period as determined by the Company acting upon the written advice of
a medical professional mutually acceptable to the President and the Company and in accordance with applicable law. In the event
of a termination pursuant to this Section 6(a), the Company shall pay to the President all earned Base Salary within
thirty (30) days of the Date of Termination (as defined in Section 7(c) hereof).


 


(b)          Termination
for Cause or by Resignation. Subject to the procedures hereinafter set forth, the Company may discharge the President from
his employment hereunder for Cause (as defined in Section 7(b) hereof), or the President may resign. Any discharge
of the President by the Company for Cause or any resignation by the President shall be communicated by delivery of a Notice of
Termination (as defined in Section 7(e) hereof) to the President or the Company, as the case may be. No purported termination
of the President’s employment by resignation of the President or by the Company for Cause, shall be effective without a Notice
of Termination. Upon delivery to the Company of a Notice of Termination by the President pursuant to this Section 6(b),
the Company shall have the option to demand that the President immediately cease providing services for the Company; provided,
however, that the Company shall be required to compensate the President through the Date of Termination in accordance with the
terms of this Agreement. All earned Base Salary shall be paid to the President within thirty (30) days after the Date of Termination.


 


(c)          Return
of Property. Upon termination for any reason, all Company property, customer correspondence, internal memoranda, designs, sales
brochures, training manuals, project files, price lists, customer and vendor lists, prospectus reports, customer or vendor information,
sales literature, territory printouts, call books, notebooks, textbooks, e-mails and Internet access, and all other like information
or products, including all copies, duplications, replications and derivatives of such information or products, acquired by the
President while in the employ of the Company, whether prepared by the President or coming into the President’s possession,
shall be the exclusive property of the Company and shall be returned to the Company promptly upon the President’s separation
from the Company. The President’s obligations under this Section 6(c) shall exist whether or not any of these
materials contain Confidential Information. The President shall provide the Company with a signed certificate evidencing that all
such property has been returned, and that no such property or Confidential Information has been retained by the President in any
form.


 




    	 	3	 



     


    

 


7.          Definitions


 


(a)          Affiliate.
For the purposes of this Agreement, “Affiliate” shall means (i) any Person, other than an individual, owning directly,
or indirectly controlling, at least fifty percent (50%) of the stock entitled to vote for election of directors of the subject
Person, (ii) any Person, other than an individual, owned or directly controlled by the subject Person through ownership of at least
fifty percent (50%) of the stock entitled to vote for election of directors or any other entity actually controlled by the subject
Person, or (iii) any Person (other than the subject Person) owned or directly controlled by the Person mentioned in (i) above,
through ownership of at least fifty percent (50%) of the stock entitled to vote for election of directors.


 


(b)          Cause.
For the purposes of this Agreement, “Cause” shall mean: (i) the President’s conviction of or entering
of a guilty or no contest plea in connection with an alleged crime involving fraud or embezzlement whether or not involving the
Company or any of its subsidiaries or affiliates; (ii) the President’s conviction of or entering of a guilty or no contest
plea in connection with an alleged felony (other than a traffic or driving violation); and (iii) a material breach by the President
of any of the President’s material obligations under this Agreement (to the extent not cured by the President within sixty
(60) days of written notice from the Company).


 


(c)          Date
of Termination. For purposes of this Agreement, “Date of Termination” shall mean: (i) in the event of a
discharge of the President by the Company with Cause the date the President receives a Notice of Termination, or any later date
specified in such Notice of Termination, as the case may be; (ii) in the event of the President’s death, the date of the
President’s death; (iii) in the event of termination of the President’s employment by reason of Disability, the date
the medical professional determines the President is Disabled: and (iv) in the event of resignation by the President, the date
the Company receives a Notice of Termination or any later date specified in such Notice of Termination. The Date of Termination
shall not be earlier than, and shall not be later than fifteen (15) days after, the date the Notice of Termination is delivered
to the Company


 


(d)          Notice
of Termination. For purposes of this Agreement, “Notice of Termination” shall mean a written notice which
indicates the specific termination provision of this Agreement relied upon as the basis for the termination and the Date of Termination.
The delivery of a Notice of Termination shall be made in accordance with the notice provision set forth in Section 10.


 


(e)          Person.
For purposes of this Agreement, ‘Person” shall mean an individual, corporation, partnership, joint venture, limited
liability company, governmental authority, unincorporated organization, trust, association or other entity.


 


8.          Related
Agreement. As a condition of and as consideration for President’s employment and compensation under this Agreement, President
shall on the Effective Date, enter into a Confidentiality, Non-Compete, Non-Solicitation and Invention Assignment Agreement in
the form attached as Exhibit C.


 




    	 	4	 



     


    

 


9.          Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the President and
the successors and assigns of the Company.


 


10.         Notices.
All notices, requests, demands and other communications shall be in writing and shall be deemed to have been duly given if delivered
by hand or mailed within the continental United States by first class certified mail, return receipt requested, postage prepaid,
upon receipt of confirmation of delivery of same, addressed as follows:


 


	If to the Company:	Aerex Industries, Inc.
	 	3504 Industrial 27th Street
	 	Ft. Pierce, Florida 34946
	 	Attention:  President
	 	Attention:  Board of Directors
	 	Facsimile No.:  (772) 467-2608
	 	 
	With a copy to:	Duane Morris LLP
	 	200 South Biscayne Boulevard, Suite 3400
	 	Miami, Florida  33131-2318
	 	Attention:  Leslie J. Croland
	 	Facsimile No.:  (305) 397-1882
	 	 
	If to the President:	Thomas Donnick, Jr.
	 	2055 Mooringline Drive
	 	Vero Beach, FL 32963


 


Addresses may be changed
by written notice sent to the other party at the last recorded address of that party.


 


11.         Right
to Review and Seek Counsel. The President hereby acknowledges that he has been provided with a copy of this Agreement for review
prior to signing it, that he understands the purposes and effects of this Agreement, and that he has been given a signed copy of
this Agreement for his records. The President acknowledges that he has had the opportunity to seek independent counsel and tax
advice in connection with the execution of this Agreement, and the President represents and warrants to the Company (a) that he
has sought such independent counsel and advice as he has deemed appropriate in connection with the execution hereof and the transactions
contemplated hereby and (b) that he has not relied on any representation of the Company as to tax matters, or as to the consequences
of the execution hereof.


 


12.         Headings
and Captions. The titles and captions of paragraphs and subparagraphs contained in this Agreement are provided for convenience
of reference only, and shall not be considered terms or conditions of this Agreement.


 


13.         Survival.
The provisions of this Agreement shall not survive the termination of the President’s employment hereunder, except that the
provisions of Sections 6, 8, 17 and 18 shall survive such termination and be binding upon the parties.


 


14.         Assignment.
This Agreement is not assignable by the President or the Company.


 




    	 	5	 



     


    

 


15.         Third-Party
Beneficiary. The parties agree that there are no third-party beneficiaries to this Agreement.


 


16.         Execution
in Counterparts. The parties hereto may execute this Agreement in two or more counterparts, each of which shall be deemed to
be an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any
one counterpart. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall
be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 


17.         Governing
Law. This Agreement shall be construed and interpreted in accordance with and governed by the laws of the State of Florida,
without regard for any conflict of law provisions thereof.


 


18.         Consent
to Personal Jurisdiction and Venue; Waiver of Service of Process. The Company and the President hereby consent to personal
jurisdiction and exclusive venue in the state and federal courts located in Palm Beach County, Florida for any action brought by
the Company or the President arising out of or in connection with this Agreement or the President’s employment with the Company.
For purposes of this Section, the term “President” includes any business entity owned or controlled by the President.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party at the address for such Notices under Section 10 of this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law.


 


19.         Severability.
If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be invalid or unenforceable for
any reason, such judgment shall not affect, impair or invalidate the remainder of this Agreement.


 


20.         Prior
Understandings. This Agreement and the Agreements referred to herein executed by President, constitutes the entire understanding
of the parties hereto, and supersedes all other oral or written agreements or understandings between them regarding the subject
matter hereof. By executing this Agreement, the parties acknowledge and agree that any previous employment agreement, or any oral
understanding between the parties, with respect to the President’s employment by the Company, is rendered null and void and
of no effect.


 


21.         Amendments.
No change, alteration, modification or amendment of this Agreement may be made except in writing, signed by each of the parties
hereto.


 


22.         Waiver.
The waiver by either party hereto of a breach of any provision of this Agreement by the other shall not operate or be construed
as a waiver of any subsequent breach of the same or any other provision of this Agreement by the breaching party.


 


{signature page follows}


 




    	 	6	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed and delivered this Employment Agreement as of the day and year first above written.


 


	AEREX INDUSTRIES, INC.:	 	EXECUTIVE:
	 	 	 
	By:	 	 	 
	Name:	 	Thomas Donnick, Jr.
	Title:	 	 


 




    	 	7	 



     


    

 


EXHIBIT
A


 


DUTIES OF EXECUTIVE


 


Title: President


 


Duties: The President shall perform
the duties generally performed by the principal executive officer of a private company engaged in the business of industrial fabrication
and manufacturing. Such duties shall include, but are not necessarily limited to, the following:


 


1.          Developing
and implementing (with the Board and other management personnel) long-term goals, strategies, annual budgets, plans and policies.


 


2.          Completing
the specific directives and initiatives established by the Board.


 


3.          Managing
day-to-day operations, including fabrication/manufacturing activities and the supervision of personnel.


 


4.          Assisting
with the development of new products and service offerings.


 


5.          Participating
in sales and marketing initiatives and activities.


 


6.          Assuring
adherence to the corporate budget for expenditures.


 


7.          Ensuring
compliance with all licenses, permits, certifications and laws required to conduct business, as established by governmental, regulatory
and professional entities or standards.


 


8.          Managing
relationships with key customers and suppliers.


 


9.          Adhering
to systems, policies and procedures established by the Board to (i) promote manufacturing efficiency and safety; (ii) safeguard
assets and resources; (iii) manage risk; and (iv) provide accurate and timely financial information.


 




    	 	8	 



     


    

 


EXHIBIT
B


 


PERMITTED ACTIVITIES


 


None.


 




    	 	9	 



     


    

 


EXHIBIT
C


 


NON-COMPETITION AND NON-SOLICITATION
AGREEMENT


 


{see attached}


 




     

     


    

 




 


EXECUTION VERSION


 


CONFIDENTIALITY, NON-COMPETE, 


NON-SOLICITATION AND INVENTION ASSIGNMENT
AGREEMENT


 


This Confidentiality,
Non-Compete, Non-Solicitation and Invention Assignment Agreement (this “Agreement”) is entered into as
of the 11th day of February, 2016 by and between Aerex Industries, Inc., a Florida corporation (the “Company”),
and Thomas Donnick, Jr. (the “Employee”).


 


RECITALS


 


WHEREAS, the
Company desires to employ the Employee, the Employee desires to be employed by the Company, and the Company has asked the Employee
to enter into this Agreement as a condition of such employment; and


 


WHEREAS, the
Employee acknowledges that the Company has certain confidential information which is vital to the success of the Company’s
and the Affiliated Entities’ businesses, that the Company and the Affiliated Entities have a legitimate business interest
in protecting such information and that the Employee will have access to such information during the course of the Employee’s
employment with the Company.


 


NOW THEREFORE,
in consideration of the foregoing, the agreements set forth below regarding the parties’ desire to preserve the value inherent
in the Company for their mutual benefit, and for other valuable consideration (the receipt of which the Employee hereby acknowledges),
the Employee, intending to be legally bound, hereby agrees with the Company as follows:


 


1.           Definitions.
The terms below shall have the following meanings when used throughout this Agreement:


 


“Affiliated
Entities” shall mean any wholly owned direct or indirect subsidiary of the Company and any entity that controls
or is controlled by the Company.


 


“Competing
Business” shall mean any one or more of the following: (i) the business in which the Company is engaged as of the
Termination Date, or (ii) any other business in which the Company intends to engage on the Termination Date, and (a) for which
the Company prepared a business plan on or before the Termination Date, or (b) for which the Board of Directors of the Company
commissioned a business plan on or before the Termination Date.


 


“Confidential
Documents” shall mean and include all files, letters, memoranda, reports, records, computer disks or other computer
storage medium, data, models, or any photographic or other tangible materials containing Confidential Information (as hereinafter
defined), whether created by the Company, any Affiliated Entity or their clients, the Employee or any other party, and all copies,
excerpts and summaries thereof which shall come into the custody or possession of the Employee.


 




     


     


    

 


“Confidential
Information” shall mean and include all information, whether written or oral, tangible or intangible, of a private,
secret, proprietary or confidential nature, of or concerning the Company, any Affiliated Entity, their clients and its business
and operations, including without limitation, any trade secrets or know how, computer software programs in both source code and
object code form and any rights relating thereto, information relating to any product (whether actual or proposed), development
(including any improvement, advancement or modification thereto), technology, technique, process or methodology, any sales, promotional
or marketing plans, programs, techniques, practices or strategies, any expansion plans (including existing and entry into new geographic
and/or product markets), any management or operational guidelines, any corporate and commercial policies, any cost, pricing or
other financial data or projections, client lists, the identity and background of any customers, prospect or supplier, and any
other information which is to be treated as confidential because of any duty of confidentiality owed by the Company to a third
party or any other information that the Company shall, in the ordinary course of business, possess or use and not release externally
without restriction on use or disclosure.


 


Confidential Information
shall also include “Work Product” as hereinafter defined.


 


Notwithstanding the foregoing,
Confidential Information shall not include any information that (i) was known by the Employee before disclosure by or on behalf
of the Company or any Affiliated Entity, (ii) becomes available to the Employee from a source other than the Company or any Affiliated
Entity that is not bound by a duty of confidentiality to the Company or any Affiliated Entity, (iii) becomes generally available
or known in the industry other than as a result of its disclosure by the Employee, or (iv) has been independently developed by
the Employee; provided, in each case, that the Employee shall bear the burden of demonstrating that the information falls
under one of the above-described exceptions.


 


“Disparage”
shall have the meaning set forth in Section 4(c).


 


“Prior Inventions”
shall have the meaning set forth in Section 3(a).


 


“Protected
Territory” shall mean the world.


 


“Termination
Date” shall mean the date the Employee ceases to be employed by the Company.


 


“Third Party
Confidential Information” shall have the meaning set forth in Section 2(e).


 


“Work Product”
shall mean and include any and all products, designs, works, discoveries, inventions and improvements and other results of the
Employee’s employment with the Company, that may be conceived, developed, produced, prepared, created or contributed to (whether
at the Company’s premises or elsewhere) by the Employee, acting alone or with others, during the period of employment by
the Company (or at any time after the Termination Date if derived from, based upon or relating to any Confidential Information).


 




    	 	- 2 -	 



     


    

 


2.           Treatment
of Confidential Information.


 


(a)          Ownership
and Implied Rights. The Employee acknowledges that all Confidential Information and Confidential Documents are and shall remain
the exclusive property of the Company or the applicable Affiliated Entity and nothing in this Agreement or any other document entered
into by and between the Employee and the Company or any course of conduct between the Company and the Employee shall be deemed
to grant the Employee any rights in or to all or any portion of the Confidential Information or Confidential Documents.


 


(b)          Use
and Disclosure. The Employee agrees that at all times during and after employment with the Company, the Employee shall: (i)
hold the Confidential Information and Confidential Documents in the strictest confidence and refrain from disclosing the Confidential
Information or transmitting any Confidential Documents to any other party; (ii) use the Confidential Information solely in
connection with employment with the Company and for no other purpose; (iii) take all precautions necessary to ensure that the Confidential
Information and Confidential Documents shall not be, or be permitted to be, shown, copied or disclosed to third parties, without
the prior written consent of the Company or the applicable Affiliated Entity, and (iv) observe all security policies implemented
by the Company or the applicable Affiliated Entity from time to time with respect to the Confidential Information and Confidential
Documents.


 


(c)          Return
of Confidential Documents. The Employee shall return all Confidential Documents to the Company or the applicable Affiliated
Entity (without retaining any copies, extracts or other reproductions in whole or in part thereof) upon the earlier of a request
by the Company or the applicable Affiliated Entity or termination of the Employee’s employment with the Company.


 


(d)          Ordered
Disclosure. In the event that the Employee is ordered to disclose any Confidential Information or Confidential Documents, whether
in a legal or regulatory proceeding or otherwise, the Employee shall provide the Company and the applicable Affiliated Entity with
prompt notice of such request or order so that the Company and the applicable Affiliated Entity may seek to prevent disclosure
or, if that cannot be achieved, the entry of a protective order or other appropriate protective device or procedure in order to
assure, to the extent practicable, compliance with the provisions of this Agreement. In the case of any disclosure, the Employee
shall disclose only that portion of the Confidential Information or Confidential Documents that the Employee is ordered to disclose.


 


(e)          Third
Party Information. The Employee acknowledges that Employee may receive confidential or proprietary information of third parties,
including Affiliated Entities (“Third Party Confidential Information”), during the course of employment
with the Company. The Employee acknowledges that the Company has a duty to maintain the confidentiality of such Third Party Confidential
Information and to use it only for certain limited purposes in accordance with the Company’s agreements or arrangements with
any such third parties. The Employee agrees that at all times during and after employment with the Company, the Employee shall
(i) hold such Third Party Confidential Information in the strictest confidence and refrain from disclosing such Third Party Confidential
Information or transmitting any such Third Party Confidential Information to any other party; (ii) use such Third Party Confidential
Information solely in connection with employment with the Company and for no other purpose; (iii) take all precautions necessary
to ensure that such Third Party Confidential Information shall not be, or be permitted to be, shown, copied or disclosed to any
other third parties, without the prior written consent of the Company, and (iv) observe all security policies implemented
by the Company from time to time with respect to such Third Party Confidential Information.


 




    	 	- 3 -	 



     


    

 


(f)          Former
Employer Information. The Employee agrees that the Employee will not, during the course of employment with the Company, improperly
use or disclose any proprietary information or trade secrets of any former or concurrent employer and will not bring onto the premises
of the Company any unpublished document or proprietary information or property belonging to any such former or concurrent employer
unless consented to in writing by such former or concurrent employer.


 


3.           Ownership
of Work Product.


 


(a)          Inventions
Retained and Licensed. The Employee acknowledges that attached hereto as Exhibit A, is a list describing all inventions,
original works of authorship, developments, improvements, and trade secrets which were made by the Employee prior to employment
with the Company including those conceived, developed or reduced to practice prior to execution of this Agreement or which are
owned by the Employee (collectively referred to herein as “Prior Inventions”) or, if no such list is
attached, the Employee represents that there are no such Prior Inventions. The Employee agrees that if, in the course of the Employee’s
employment by the Company and/or in connection with any services the Employee may provide to the Company, the Employee incorporates
into a Company product or process a Prior Invention owned by the Employee or in which the Employee has an interest, the Company
is hereby granted a nonexclusive, transferable, royalty-free, fully-paid, irrevocable, perpetual, world-wide license to make, have
made, modify, use and sell such Prior Invention.


 


(b)          Ownership
of Rights. The Employee agrees and acknowledges that all Work Product which is conceived, created, designed, developed or contributed
by the Employee in connection with employment and are deemed to be (i) within the scope of employment, or (ii) “works made
for hire” under the United States Copyright Act (or other applicable statute), and all worldwide rights, title and interest
in and to any and all Work Product, shall be and remain the exclusive property of the Company (or the assignee of the Company),
free from any legal or equitable claim of right, title or interest which the Employee might have in or with respect thereto. Upon
the conception of any Work Product by the Employee (either solely or in conjunction with others) and without waiting to perfect
or complete it, the Employee shall immediately and fully disclose such Work Product to the Company (or the assignee of the Company),
and no one else, and shall thereafter treat the Work Product as Confidential Information of the Company (or the assignee of the
Company).


 




    	 	- 4 -	 



     


    

 


(c)          Assignment
of Rights. The Employee acknowledges that all Work Product which is not covered by subparagraph (b) above shall be deemed to
have been specifically ordered or commissioned by the Company, and in consideration of the compensation and other benefits provided
by the Company to the Employee, the Employee hereby assigns, transfers and conveys to the Company (or the assignee of the Company)
any and all worldwide right, title and interest which the Employee may have in or to the Work Product including without limitation,
any right, title and interest in or to the Work Product arising under trade secret, copyright, mask work, or patent laws or any
other laws. The Employee acknowledges that the decision whether or not to commercialize or market any Work Product is within the
sole discretion of the Company (or the assignee of the Company) and for the sole benefit of the Company (or the assignee of the
Company) and that no royalty will be due to the Employee as a result of the Company’s (or the assignee’s) efforts to
commercialize or market any Work Product.


 


(d)          Maintenance
of Records. The Employee agrees to keep and maintain adequate and current written records of all Work Product made by the Employee
during the term of employment with the Company. The records will be in the form of notes, sketches, drawings, whether in electronic
or hardcopy form, and any other format that may be specified by the Company. The records will be available to and remain the sole
property of the Company (or the assignee of the Company) at all times.


 


(e)          Further
Assurances. During and after the term of the Employee’s employment with the Company, the Employee shall from time to
time and when requested by the Company (or the assignee of the Company) and at the Company’s (or the assignee’s) expense,
but without further consideration to the Employee, (i) execute all paper and documents and perform all other acts necessary or
appropriate, in the discretion of the Company (or the assignee of the Company), to evidence or further document the Company’s
(or the assignee’s) ownership of the Work Product and the above-mentioned proprietary rights therein, and (ii) assist
the Company (or the assignee of the Company) in obtaining, registering, maintaining and defending for the Company’s (or the
assignee’s) benefit (which defense shall be at the Company’s or the assignee’s expense) all patents, copyrights,
mask work rights, trade secret rights and other proprietary rights, in and to the Work Product in any and all countries as the
Company (or the assignee of the Company) may determine in its sole discretion. The Employee agrees that if for any reason the Employee
fails to fulfill such obligations due to mental or physical incapacity, death, absence, lack of cooperation or any other reason,
then the Employee hereby irrevocably designates and appoints the Company (or the assignee of the Company) and its duly authorized
officers and agents as the Employee’s agent and attorney-in-fact, to act for and on behalf of the Employee and stead to execute
and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent
or copyright registrations thereon with the same legal force and effect as if executed by the Employee.


 


(f)          Excluded
Inventions and Work Product. The foregoing shall not apply to any inventions, original works of authorship, developments, improvements,
and trade secrets developed by Employee outside of Employee’s scope of employment or unrelated to Employer’s business.
Ownership and all other rights associated with such inventions, original works of authorship, developments, improvements, and trade
secrets shall remain or vest solely in Employee.


 




    	 	- 5 -	 



     


    

 


4.           Non-Competition
and Non-Solicitation.


 


(a)          Non-Competition.
In consideration of employment by the Company, the Employee agrees that all times during employment with the Company and for the
24 months thereafter, the Employee shall not, singly, jointly, or as a partner, member, employee, agent, officer, director, manager,
stockholder (except as a holder, for investment purposes only, of not more than one percent (1%) of the outstanding stock of any
company listed on a national securities exchange, or actively traded in a national over-the-counter market), equity holder, lender,
consultant, independent contractor, or joint venturer of any other person, or in any other capacity, directly or beneficially:
own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or permit the use of
the name of the Employee by, or work for, or provide consulting, financial or other assistance to, or be connected in any manner
with, a Competing Business anywhere in the Protected Territory.


 


(b)          Non-Solicitation.
In consideration of employment by the Company, the Employee agrees that all times during employment with the Company and for 24
months thereafter, the Employee shall not:


 


(i)          Employ,
retain or engage (as an employee, consultant, independent contractor or otherwise), or induce or attempt to induce to be employed,
retained or engaged, any person who is or was, within six (6) months preceding the date of such employing, retaining, or engaging
or inducement or attempt to induce, an employee, consultant, sales agent or representative or independent contractor of the Company
or any Affiliated Entity;


 


(ii)         Induce
or attempt to induce any person who, as of the date hereof or at any time thereafter during the Employee’s employment with
the Company, is an employee, consultant, sales agent or representative or independent contractor of the Company or any Affiliated
Entity to terminate Employee’s employment or other relationship with the Company or any Affiliated Entity; or


 


(iii)        Induce
or attempt to induce any person who is a customer or supplier of the Company or any Affiliated Entity or who otherwise is a contracting
party with the Company or any Affiliated Entity as of the date hereof or at any time during the Employee’s employment with
the Company to terminate any written or oral agreement or understanding or other relationships with the Company or any Affiliated
Entity or reduce the amount of business it conducts with the Company or any Affiliated Entity.


 


Section 4(b)(ii) shall
not restrict Employee at any time from engaging professionals that have provided accounting, tax or legal advice to the Company.


 


(c)          Non-Disparagement.
The Employee shall not, or induce others to, Disparage the Company, any Affiliated Entity or any of their past and present officers,
directors, managers, employees or products. “Disparage” shall mean making comments or statements to the
press, the Company’s or any Affiliated Entity’ employees or any individual or entity with whom the Company or any Affiliated
Entity has a business relationship which could materially adversely affect in any manner: (i) the conduct of the business of the
Company or any Affiliated Entity (including, without limitation, any products or business plan or prospects); or (ii) the business
reputation of the Company, any Affiliated Entity, or any of their products, or their past or present officers, directors, managers
or employees.


 




    	 	- 6 -	 



     


    

 


(d)          Tolling.
The term of these non-competition and non-solicitation covenants shall be tolled, and the terms of these covenants extended, during
any period of actual competition by the Employee and/or any period of litigation required to enforce the Employee’s obligations
under this Agreement.


 


5.           Equitable
Remedies. The Company and the Employee hereto agree that irreparable harm would occur in the event that any of the covenants
and provisions of this Agreement were not performed fully by the Employee in accordance with their specific terms or conditions
or were otherwise breached, and that monetary damages are an inadequate remedy for breaches of this Agreement because of the difficulty
of ascertaining and quantifying the amount of damage that will be suffered by the Company or any Affiliated Entity in the event
that this Agreement is not performed in accordance with its terms or conditions or is otherwise breached. It is accordingly hereby
agreed that the Company or any Affiliated Entity shall be entitled to seek an injunction or injunctions or other equitable relief
to restrain, enjoin and prevent breaches of this Agreement by the Employee and to enforce specifically such terms and provisions
of this Agreement, such remedy being in addition to and not in lieu of, any other rights and remedies to which the Company or any
Affiliated Entity are entitled to at law or in equity. The Company and the Employee agree that the covenants set forth in this
Agreement shall be enforced to the fullest extent permitted by law. Accordingly if, in any judicial proceedings, a court shall
determine that such covenant is unenforceable for any reason, including, without limitation, because it covers too extensive a
geographical area or survives too long a period of time, then the parties intend that such covenant shall be deemed to cover only
such maximum geographical area and maximum period of time, if applicable, and/or shall otherwise be deemed to be limited in such
manner, as will permit enforceability by such court. In the event that any one or more of such covenants shall, either by itself
or together with other covenants be adjudged to go beyond what is reasonable in all the circumstances for the protection of the
interests of the Company, the Affiliated Entities and their owners, but would be adjudged reasonable if any particular covenant
or covenants or parts thereof were deleted, restricted, or limited in a particular manner, then the said covenants shall apply
with such deletions, restrictions, or limitations, as the case may be. The Company and the Employee further agree that the covenants
set forth in this Agreement are reasonable in all circumstances for the protection of the legitimate interests of the Company,
the Affiliated Entities and their owners.


 


6.           Notification
of New Employer. In the event that the Employee is no longer employed by the Company, the Employee consents to notification
by the Company to the Employee’s new employer regarding the Employee’s rights and obligations under this Agreement
and any other agreement by which the Employee is bound.


 




    	 	- 7 -	 



     


    

 


7.           Representations.
The Employee represents and warrants that employment with the Company and the Employee’s performance of all the terms of
this Agreement will not result in a breach of any agreement with a third party, including the breach of any agreement to keep in
confidence proprietary information acquired by the Employee in confidence or in trust prior to the Employee’s employment
by the Company or to refrain from competing with any third party. The Employee represents and warrants that, except as set forth
on Exhibit A, the Employee is not subject to any agreement, understanding or other duty (whether pursuant to any non-competition,
non-solicitation or confidentiality agreement or otherwise) that would in any way restrict or hinder the Employee’s performance
of any duties to the Company.


 


8.           Assignment.
This Agreement shall be binding on and inure to the benefit of the parties and their successors and permitted assigns. The Company
may assign its rights and obligations under this Agreement to any successor without the consent of the Employee. The Employee may
not assign any rights or obligations under this Agreement without the prior written consent of the Company.


 


9.           Waivers
and Amendments. The respective rights and obligations of the Company and the Employee under this Agreement may be waived (either
generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely)
or amended only with the written consent of a duly authorized representative of the Company and the Employee. Any waiver by the
Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of
such provision or any other provision hereof.


 


10.         Survival.
The obligations of the Employee under this Agreement shall survive termination of this Agreement and/or the Employee’s employment
by the Company.


 


11.         Not
an Employment Agreement. The Employee acknowledges that this Agreement does not create any obligation on the Company to continue
to employ the Employee for any period. The Employee hereby acknowledges and agrees that the execution and performance of this Agreement
does not constitute a promise or contract of continued employment.


 


12.         Entire
Agreement. This Agreement expresses the entire agreement between the Employee and the Company with respect to the subject matter
of this Agreement and supersedes and replaces all prior oral or written understandings or agreements regarding that subject matter.
This Agreement shall amend and shall hereby be incorporated into any existing contract, agreement, arrangement or understanding
between the Company and the Employee. This Agreement shall not merge into, but shall survive any subsequent contract, agreement
or deed unless expressly referenced therein.


 


13.         Governing
Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Florida (without
giving effect to any conflicts or choice of laws provisions thereof that would cause the application of the domestic substantive
laws of any other jurisdiction).


 




    	 	- 8 -	 



     


    

 


14.         Consent
to Jurisdiction.


 


(a)          EACH
OF THE PARTIES HERETO HEREBY CONSENTS TO THE JURISDICTION OF ALL STATE AND FEDERAL COURTS LOCATED IN PALM BEACH COUNTY, FLORIDA,
AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION
OR OTHER PROCEEDING ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH
PARTY HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO BRING ANY SUIT, ACTION OR OTHER PROCEEDING IN OR BEFORE ANY COURT OR TRIBUNAL
OTHER THAN THE COURTS DESCRIBED ABOVE AND COVENANTS THAT IT SHALL NOT SEEK IN ANY MANNER TO RESOLVE ANY DISPUTE OTHER THAN AS SET
FORTH IN THIS SECTION OR TO CHALLENGE OR SET ASIDE ANY DECISION, AWARD OR JUDGMENT OBTAINED IN ACCORDANCE WITH THE PROVISIONS HEREOF.


 


(b)          EACH
OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE
OF SUCH FORUM, IN ANY OF SUCH COURTS.


 


15.         Jury
Waiver. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHT, POWER, OR REMEDY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR UNDER OR IN CONNECTION WITH ANY AMENDMENT, INSTRUMENT, DOCUMENT
OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING
IN CONNECTION WITH THIS AGREEMENT, AND AGREE THAT ANY SUCH ACTION SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE TERMS
AND PROVISIONS OF THIS SECTION CONSTITUTE A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.


 


16.         Attorneys’
Fees. In the event of a dispute or controversy between the parties for any matter arising out of this Agreement, the prevailing
party in such dispute or controversy shall be entitled to recover against the other party reasonable attorneys’ fees, paraprofessional
fees, and court costs, including the cost of any appeal or appeals associated therewith.


 


17.         Titles
and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not
to be considered in construing this Agreement.


 


18.         Opportunity
to Consult. The Employee acknowledges that the Employee has had the opportunity to consult and have the advice of independent
legal counsel in connection with the execution and delivery of this Agreement, and that this Agreement has been executed voluntarily.


 


19.         Gender;
Singular and Plural. The use of any gender in this Agreement shall be deemed to include the other genders, and the use of the
singular in this Agreement shall be deemed to include the plural (and vice versa), wherever appropriate.


 




    	 	- 9 -	 



     


    

 


20.         Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original,
but all of which taken together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile
transmission or by the signature page being sent via e-mail to the other party as a portable document format (pdf.) file or image
file attachment, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such signature page were an original thereof.


 


{signatures on next page}


 




    	 	- 10 -	 



     


    

 





EXECUTION VERSION







 


IN WITNESS WHEREOF,
this Agreement has been executed as of the date and year first above written.


 


	EMPLOYEE	COMPANY
	 	 
	 	Aerex Industries, Inc.
	 	 
	Signed:	 	 	Signed:	 
	 	 	 	 
	Name:	Thomas Donnick, Jr.	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	Date:	 	 	Date:	 
	 	 	 
	Address:	2055 Mooringline Drive	 
	 	Vero Beach, FL 32963	 


 


* * * * *


 




     


     


    

 


EXHIBIT A


 


1.          LIST
OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP


 


	Title	 	Date	 	Identifying Number or Brief Description
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


If no Prior Inventions are listed above,
the Employee represents that there are no such Prior Inventions.


 


2.          LIST
OF PRIOR NONCOMPETITION AND NONSOLICITATION RESTRICTIONS


 


	Title	 	Date	 	Identifying Number or Brief Description
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


If no Prior Noncompetition and Nonsolicitation
Restrictions are listed above, the Employee represents that there are no such restrictions.


 


	Employee Initials:	 


 




     


     


    







 


EXHIBIT D


 


Shareholders’ Agreement


 


{see attached}


 






    	 	 	 



     

    

 




 


EXECUTION COPY


 


SHAREHOLDERS’
AGREEMENT


 


THIS SHAREHOLDERS’
AGREEMENT (“Agreement”) is entered into as of February 11, 2016 by and among Aerex Industries, Inc., a Florida
corporation (the “Company”), and the Persons named in Schedule A hereto (collectively, the “Holders”).


 


RECITALS


 


A.          The
Holders own all of the shares of Capital Stock of the Company; and


 


B.           The
Holders are entering into this Agreement in order to make provisions for the future disposition of such shares, the governance
of the Company and other related matters.


 


NOW, THEREFORE, in
consideration of the mutual promises and covenants hereinafter set forth, the parties hereto agree as follows:


 


Article
1


 


DEFINITIONS


 


As used herein in this
Agreement, the following terms shall have the following respective meanings:


 


“Affiliate”
of any particular Person means (a) any Person, other than an individual, owning directly, or indirectly controlling, at least fifty
percent (50%) of the stock entitled to vote for election of directors of the subject Person, (b) any Person, other than an individual,
owned or directly controlled by the subject Person through ownership of at least fifty percent (50%) of the stock entitled to vote
for election of directors or any other entity actually controlled by the subject Person, (c) any Person (other than the subject
Person) owned or directly controlled by the Person mentioned in (a) above, through ownership of at least fifty percent (50%) of
the stock entitled to vote for election of directors and (d) in the case of a specified Person who is an individual, any Family
Members of such Person.


 


“Agreement”
has the meaning specified in the preamble to this agreement.


 


“Board”
means the Company’s board of directors.


 


“Budget”
has the meaning specified in Section 5.1(d).


 


“Capital Stock”
means, as to any Person that is a corporation, the authorized shares of such Person’s capital stock, including all classes
and series of common, preferred, voting and nonvoting capital stock, and, as to any partnership, limited liability company or other
non-corporate entity, the ownership interests in such Person, including, without limitation, the right to share in profits and
losses, the right to receive distributions of cash and property, and the right to receive allocations of items of income, gain,
loss, deduction and credit and similar items from such Person, whether or not such interests include voting or similar rights.


 




    	



     

    

 


“Cash Available
for Distribution” means all monies available for distribution to the shareholders, as reasonably determined from time
to time by the Board, after the Company has paid, or made due provision by providing reserves with respect to, all reasonable capital
needs and all liabilities to creditors of the Company for operating expenses, contingent liabilities and debt payments (whether
such monies arise from operations, refinancings or a sale of all or any portion of the Company’s assets) as determined from
time to time by the Board.


 


“Common Equivalents”
means, with respect to a Holder, at any time the sum of (x) the number of issued and outstanding shares of Common Stock held by
such Holder plus (y) with respect to Capital Stock other than Common Stock, the number of shares of Common Stock into which such
outstanding shares of Capital Stock are convertible at such time (or, if not convertible into Common Stock, then the number of
such shares of such Capital Stock) plus (z) the total number of shares of Common Stock, whether or not vested, issuable upon the
exercise or conversion of all Convertible Securities issued and outstanding at such time.


 


“Common Stock”
means the common stock, no par value, of the Company.


 


“Company”
has the meaning specified in the preamble to the Agreement.


 


“Company Securities”
means any Capital Stock or Convertible Securities of the Company.


 


“Convertible
Securities” means securities, contract rights, notes, obligations, options, warrants, or other rights that are directly
or indirectly exercisable for, convertible into, or exchangeable for shares of Common Stock or other Capital Stock of the Company,
but expressly excluding Capital Stock from such definition of Convertible Securities.


 


“Disqualification
Event” has the meaning specified in Section 2.1(f).


 


“Disqualified
Designee” has the meaning specified in Section 2.1(f).


 


“Donnick”
has the meaning specified in Section 2.1(b)(i).


 


“Donnick Designee”
has the meaning specified in Section 2.1(b)(i).


 


“Family Member”
means, as applied to any individual, such individual’s spouse, children (including stepchildren or adopted children), grandchildren,
parents or siblings, and any trust or other estate planning vehicle created for the primary benefit of the individual or any one
or more of the persons described above.


 


“Holder”
means any Person listed on Schedule A and any Person to whom such Person Transfers Company Securities in compliance
with this Agreement.


 


“Majority
of Holders” means, with respect to a given time, the holder(s) of a majority of the Common Equivalents held by all Holders.


 


“Notice of
Sale” has the meaning specified in Section 4.1.


 




    	 	2	 



     

    

 


“Permitted
Transferee” has the meaning specified in Section 3.1(b).


 


“Person”
or “person” means an individual, partnership, corporation, association, trust, joint venture, unincorporated
organization and any government, governmental department or agency or political subdivision thereof.


 


“Prohibited
Transfer” has the meaning specified in Section 3.1(a).


 


“Sale of the
Company” means any of the following: (a) a merger or consolidation of the Company into or with any other Person or
Persons, or a Transfer of Company Securities in a single transaction or a series of transactions, in which, in any case, the shareholders
of the Company immediately prior to such merger, consolidation or Transfer, or first of such series of transactions, possess less
than a majority of the voting power of the Company or any successor entity’s issued and outstanding Capital Stock immediately
after such transaction (provided that the Company’s issuance for its own account of its Company Securities in a transaction
having such an effect shall not be a “Sale of the Company”); or (b) a single transaction or series of transactions,
pursuant to which a Person or Persons who are not direct or indirect wholly-owned subsidiaries of the Company acquire all or substantially
all of the Company’s assets determined on a consolidated basis.


 


“Securities
Act” means the United States Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations
of the SEC thereunder, all as the same shall be in effect at the time.


 


“Securities
Laws” means the Securities Act, the Securities Exchange Act of 1934, as amended, applicable state securities laws and
all rules and regulations promulgated under all such laws.


 


“Subsidiary”
means any corporation, partnership, limited liability company, association or other business entity of which (i) if a corporation,
a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company
or one of more of the other Subsidiaries of the Company or a combination thereof, or (ii) if a partnership, limited liability company,
association or other business entity, a majority of the ownership interests therein is at the time owned or controlled, directly
or indirectly, by the Company or one or more Subsidiaries of the Company or a combination thereof. For purposes hereof, the Company
shall be deemed to have a majority ownership interest in a partnership, limited liability company, association or other business
entity if the Company shall be allocated a majority of partnership, association or other business entity gains or losses or shall
be or control the managing general partner of such partnership, association or other business entity or a manager of such limited
liability company.


 


“Tag Along
Right” has the meaning specified in Section 4.1.


 


“Transfer”
means, with respect to the Company Securities, any transfer, sale, gift, exchange, assignment, pledge, hypothecation, or other
disposition by a Holder or any agreement by such Holder restricting such Holder’s voting or disposition (including by operation
of law) of Company Securities, and in the case of a Holder that is not an individual, a Transfer of any Company Securities held
by such Holder shall be deemed to have been made if any equity interest in such Holder is directly or indirectly transferred, sold,
given, exchanged, assigned, pledged or otherwise disposed of (including by operation of law) to any other Person.


 




    	 	3	 



     

    

 


Article
2


 


AFFIRMATIVE COVENANTS
OF THE COMPANY AND THE SHAREHOLDERS


 


2.1           Board
of Directors.


 


(a)          Size
of the Board. Each Holder agrees to vote, or cause to be voted, all Capital Stock of the Company owned by such Holder, or over
which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that
the size of the Board shall be set and remain at three (3) directors.


 


(b)          Board
Composition. Each Holder agrees to vote, or cause to be voted, all Capital Stock of the Company owned by such Holder, or over
which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that
at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent
of the shareholders, the following persons shall be elected to the Board:


 


(i)          One
individual (the “Donnick Designee”) designated by Thomas Donnick, Jr. (“Donnick”), which
individual shall initially be Donnick, for so long as Donnick and his Permitted Transferees continue to collectively own at least
20% of the issued and outstanding shares of Capital Stock of the Company; and


 


(ii)         Two
individuals designated by Consolidated Water U.S. Holdings, Inc. (“CW Holdings”), which individuals shall initially
be Frederick W. McTaggart and David W. Sasnett, for so long as such Holder and its Affiliates continue to collectively own at least
20% of the issued and outstanding shares of Capital Stock of the Company.


 


In the event of Donnick’s
death, decisions to be made by Donnick and rights to be exercised by Donnick under this Agreement including, but not limited to,
those under Sections 2.1(b)(i), 2.2, 2.3 and 4.1 shall be made by a person designated by a majority vote of his Permitted Transferees
based on the number of shares owned by each Permitted Transferee.


 


To the extent that
any of clauses (a) or (b) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance
with the terms thereof shall instead be voted upon by all the shareholders of the Company entitled to vote thereon in accordance
with, and pursuant to, the Company’s Articles of Incorporation and Bylaws.


 


(c)          Failure
to Designate a Board Member. In the absence of any designation from the Persons or groups with the right to designate a director
as specified above, the director previously designated by them and then serving shall be reelected if still eligible to serve as
provided herein.


 




    	 	4	 



     

    

 


(d)          Removal
of Board Members. Each Holder also agrees to vote, or cause to be voted, all Capital Stock of the Company owned by such Holder,
or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure
that:


 


(i)          no
director elected pursuant to Sections 2.1(b)(i) or 2.1(b)(ii) of this Agreement may be removed from office unless
(i) such removal is directed or approved by the affirmative vote of the Person, or of the holders of at least a majority of the
shares of stock, entitled under Section 2.1(b) to designate that director; or (ii) the Person(s) originally entitled
to designate or approve such director pursuant to Section 2.1(b) is no longer so entitled to designate or approve such director;


 


(ii)         any
vacancies created by the resignation, removal or death of a director elected pursuant to Sections 2.1(b)(i) or 2.1(b)(ii)
shall be filled pursuant to the provisions of this Section 2.1; and


 


(iii)        upon
the request of any party entitled to designate a director as provided in Section 2.1(b)(i) or 2.1(b)(ii) to
remove such director, such director shall be removed.


 


All Holders agree to
execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any
party entitled to designate directors to call a special meeting of shareholders for the purpose of electing directors.


 


(e)          No
Liability for Election of Recommended Directors. No Holder, nor any Affiliate of any Holder, shall have any liability as a
result of designating a person for election as a director for any act or omission by such designated person in his or her capacity
as a director of the Company, nor shall any Holder have any liability as a result of voting for any such designee in accordance
with the provisions of this Agreement.


 


(f)          No
“Bad Actor” Designees. Each Person with the right to designate or participate in the designation of a director
as specified above hereby represents and warrants to the Company that, to such Person’s knowledge, none of the “bad
actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act (each, a “Disqualification
Event”), is applicable to such Person’s initial designee named above except, if applicable, for a Disqualification
Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Any director designee to whom any Disqualification Event
is applicable, except for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable, is hereinafter
referred to as a “Disqualified Designee”. Each Person with the right to designate or participate in the designation
of a director as specified above hereby covenants and agrees (A) not to designate or participate in the designation of any director
designee who, to such Person’s knowledge, is a Disqualified Designee and (B) that in the event such Person becomes aware
that any individual previously designated by any such Person is or has become a Disqualified Designee, such Person shall as promptly
as practicable take such actions as are necessary to remove such Disqualified Designee from the Board and designate a replacement
designee who is not a Disqualified Designee.


 




    	 	5	 



     

    

 


2.2           Board
Matters Requiring Donnick Designee Approval. So long as Donnick or his Permitted Transferees are entitled to designate the
Donnick Designee, the Company hereby covenants and agrees with each of the Holders that it shall not, without approval of the Board,
which approval must include the affirmative vote of the Donnick Designee:


 


(a)          approve
an annual Budget;


 


(b)          enter
into any employment or independent contractor arrangement with annual compensation in excess of $75,000;


 


(c)          make
any loan or advance to, or own any stock or other securities of, any Subsidiary or other corporation, partnership, or other entity;


 


(d)          make
any loan or advance to any Person, including, any employee or director, except (i) advances and similar expenditures in the ordinary
course of business that do not exceed $25,000 or (ii) under the terms of an employee stock or option plan approved by the Board;


 


(e)          guarantee
any indebtedness, except for trade accounts of the Company arising in the ordinary course of business;


 


(f)          make
any investment in any year in excess of $25,000 that is not already included in a Budget approved by the Board;


 


(g)          incur
aggregate indebtedness in any year in excess of $25,000 that is not already included in a Budget approved by the Board, other than
trade credit incurred in the ordinary course of business;


 


(h)          sell,
assign, license, pledge or encumber material technology or intellectual property, other than licenses granted in the ordinary course
of business;


 


(i)          sell,
assign, license, pledge or encumber any asset, other than assets sold or licensed in the ordinary course of business;


 


(j)          enter
into any agreement resulting in a potential aggregate liability of the Company in excess $50,000; or


 


(k)          advance
payment of the loans made to the Company by Donnick and Consolidated Water Co. Ltd., under the Stock Purchase Agreement dated February
11, 2016.


 


2.3           Holder
Matters Requiring Donnick Designee Approval. So long as Donnick or his Permitted Transferees are entitled to designate the
Donnick Designee, the Company hereby covenants and agrees with each of the Holders that it shall not, without written approval
of Donnick Designee, engage in any of the following activities:


 


(a)          liquidate,
dissolve or wind-up the affairs of the Company;


 




    	 	6	 



     

    

 


(b)          effect
any merger, consolidation, corporate reorganization or restructuring involving the Company;


 


(c)          amend,
alter, or repeal any provision of the Articles of Incorporation, Bylaws or any other corporate governance documents of the Company;


 


(d)          purchase
or redeem any Capital Stock of the Company, other than stock repurchased from former employees or consultants in connection with
the cessation of their employment/services, at fair market value or lower as approved by the Board, including the approval of the
Donnick Designee;


 


(e)          approve
any transaction or agreement between the Company and (a) any direct or indirect shareholder of the Company or its Subsidiaries,
(b) any Affiliates of the Company, (c) Consolidated Water Co. Ltd. (“CWCO”) or any direct or indirect shareholder
of CWCO or its Subsidiaries or (d) any employees or Affiliates of CWCO;


 


(f)          issue
any shares of Capital Stock of the Company;


 


(g)         create,
authorize the creation of, or issue any Convertible Security;


 


(h)         create
or authorize the creation of any debt security other than equipment leases or bank lines of credit;


 


(i)          create
any Subsidiary;


 


(j)          increase
or decrease the size of the Board;


 


(k)         change
the line business of the Company, excluding the expansion of the existing business; and


 


(l)          pledge
any shares of Capital Stock of the Company.


 


Article
3


 


RESTRICTIONS ON TRANSFER


 


3.1           Transfer
Restrictions.


 


(a)          Except
as specifically set forth herein, no Holder shall be permitted at any time to Transfer to any Person any Company Securities without
the prior written approval of the other Holders. If any Transfer is made or attempted contrary to the provisions of this Article
3 (a “Prohibited Transfer”), such purported Transfer shall be void ab initio; the Company and the
other parties hereto shall have, in addition to any other legal or equitable remedies which they may have, the right to enforce
the provisions of this Agreement by actions for specific performance (to the extent permitted by law); and the Company shall have
the right to refuse to recognize any transferee of a Prohibited Transfer as one of its shareholders for any purpose.


 




    	 	7	 



     

    

 


(b)          Notwithstanding
anything to the contrary contained in this Article 3, each Holder shall be permitted to Transfer Company Securities (i)
to the Company upon the Company’s repurchase of any unvested Company Securities pursuant to the terms of restricted stock
agreement or similar agreement approved by the Board, (ii) in the case of the Holders who are individuals, to Family Members of
such persons or in the case of death, to their estates and to the beneficiaries of their estates (such persons set forth in clauses
(i) and (ii), individually the “Permitted Transferee” and collectively the “Permitted Transferees”);
provided that in each case the Permitted Transferee(s) who are Family Members, estates or beneficiaries of estates shall
hold such Company Securities subject to the same restrictions that are applicable hereunder to its transferor, shall agree in writing
to be bound by the terms of this Agreement prior to any such Transfer.


 


(c)          Notwithstanding
anything to the contrary contained in this Article 3, no Holder shall be permitted at any time to Transfer to any Person
any Company Securities if (i) such Transfer would not be in compliance with applicable Securities Laws, (ii) if such Transfer constitutes
an event of default under the terms of any indebtedness outstanding or other material contractual obligations of the Company, or
(iii) such Company Securities remain subject to vesting or similar restrictions.


 


Article
4


 


TAG-ALONG RIGHT


 


4.1           Tag-Along
Right. If CW Holdings desires to sell all of the Company Securities it holds and has obtained the written consent Donnick as
required by Section 3.1(a), CW Holdings shall first obtain an arm’s length, bona fide, legally enforceable written
offer, acceptable to CW Holdings, from an unrelated third party to purchase the Company Securities. CW Holdings shall give written
notice of such proposed sale (the “Notice of Sale”) to Donnick, setting forth the name of the prospective buyer,
the consideration to be paid, payment terms and other material terms of the sale. The Notice of Sale shall include the anticipated
closing date, which shall be not less than twenty (20) days and not more than ninety (90) days after the date of the Notice of
Sale. Donnick shall have the option to notify CW Holdings that Donnick and his Permitted Transferees wish to sell all of their
Company Securities to the prospective buyer upon the same terms and conditions (including without limitation, the same per share
purchase price) as set forth in the Notice of Sale (the “Tag Along Right”). Such notice may be given to CW Holdings
at any time prior to the tenth (10th) day preceding the closing date specified in the Notice of Sale. If Donnick elects to exercise
his Tag Along Right, then CW Holdings shall not thereafter consummate the sale of the Company Securities it holds unless the Company
Securities of Donnick and his Permitted Transferees are also purchased by the prospective buyer upon the same terms and conditions
(including without limitation, the same per share purchase price). If Donnick fails to timely, or elects not to, exercise his Tag
Along Right, CW Holdings shall have the right, for a period of ninety (90) days from the date of the Notice of Sale, to sell all
of the Company Securities held by CW Holdings to the prospective buyer, for the consideration, and upon the payment terms and other
material terms of the sale set forth in the Notice of Sale. If the Company Securities held by CW Holdings are not sold by the end
of this ninety (90) day period, the Company Securities held by CW Holdings shall continue to be subject to the requirements of
Section 3.1 and this Section 4.1.


 




    	 	8	 



     

    

 


Article
5


 


INFORMATION AND
OBSERVER RIGHTS


 


5.1           Delivery
of Financial Statements. So long as Donnick and his Permitted Transferees continue to collectively own at least 20% of the
issued and outstanding shares of Capital Stock of the Company, the Company shall deliver to Donnick and such Permitted Transferees:


 


(a)          as
soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, statements of income
for such year, and a balance sheet as of the end of such year, all such financial statements
prepared in accordance with GAAP;


 


(b)          as
soon as practicable, but in any event within sixty (60) days after the end of each of the first three (3) quarters of each fiscal
year of the Company, unaudited statements of income for such fiscal quarter, and an unaudited balance sheet as of the end of such
fiscal quarter, prepared in accordance with GAAP (except that such financial statements may be
subject to normal year-end adjustments); 


 


(c)          as
soon as practicable, but in any event within forty-five (45) days of the end of each month, an unaudited income statement for
such month, prepared in accordance with GAAP (except that such income statement may be subject to normal year-end adjustments);
and


 


(d)          as
soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget for the next fiscal year (the
“Budget”) showing the Company’s revenues, expenses, and capital expenditures.


 


If, for any period, the
Company has any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial
statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the
Company and all such consolidated subsidiaries.


 


5.2           Inspection.
So long as Donnick and his Permitted Transferees continue to collectively own at least 20% of the issued and outstanding shares
of Capital Stock of the Company, the Company shall permit Donnick or his Permitted Transferees, at Donnick’s or such Permitted
Transferees’ expense, to visit and inspect the Company’s properties; examine its books of account and records; and
discuss the Company’s affairs, finances, and accounts with its officers, during normal business hours of the Company as may
be reasonably requested by Donnick or such Permitted Transferee; provided, however, that the Company shall not be
obligated pursuant to this Section 5.2 to provide access to any information that it reasonably and in good faith considers
to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable
to the Company) or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.


 




    	 	9	 



     

    

 


5.3           Termination
of Information. The covenants set forth in Section 5.1, and Section 5.2 shall terminate and be of no further
force or effect upon a Sale of the Company.


 


5.4           Confidentiality.
Each Holder agrees that such Holder will keep confidential and will not disclose, divulge, or use for any purpose (other than
to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this
Agreement, unless such confidential information (a) is known or becomes known to the public in general (other than as a result
of a breach of this Section 5.4 by such Holder), (b) is or has been independently developed or conceived by the Holder
without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Holder by a
third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however,
that a Holder may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to
the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any Affiliate,
partner, member, stockholder, or wholly owned Subsidiary of such Holder in the ordinary course of business, provided
that such Holder informs such Person that such information is confidential and directs such Person to maintain the confidentiality
of such information; or (iii) as may otherwise be required by law, provided that the Holder promptly notifies the
Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. 


 


Article
6


 


DIVIDENDS


 


6.1           Dividends.
So long as Donnick and his Permitted Transferees continue to collectively own at least 20% of the issued and outstanding shares
of Capital Stock of the Company, the Board shall cause the Company to pay a dividend of all Cash Available for Distributions to
the shareholders within thirty (30) days after the end of each calendar year.


 


6.2           Restriction
on Dividends. Notwithstanding any other provision of this Agreement, no dividend may be paid by the Company to any shareholder
in violation of the Florida Business Corporation Act or the Company’s covenants with its lender(s), if any. In addition,
the Company shall not pay a dividend to a shareholder to the extent that, at the time of the dividend, after giving effect to the
dividend, all liabilities of the Company, other than liabilities for which recourse of creditors is limited to specified property
of the Company, exceed the fair market value of the assets of the Company, except that the fair market value of property that is
subject to a liability for which the recourse of creditors is limited shall be included in the assets of the Company only to the
extent that the fair value of such property exceeds such liability.


 


Article
7


 


MISCELLANEOUS


 


7.1           No
Employment. Each Holder agrees that this Agreement does not create an obligation of the Company or any other Person to employ
such Holder, nor does it give rise to any right or expectancy with respect thereto.


 




    	 	10	 



     

    

 


7.2           Transferees.
Subject to Section 3.1, each and every transferee or assignee of Company Securities from any Holder (other than pursuant
to a Sale of the Company) shall be bound by and subject to all the terms and conditions of this Agreement and shall be a Holder
under this Agreement. So long as this Agreement is in effect, the Company shall require, as a condition precedent to the transfer
of any Company Securities by any Holder that the transferee agrees in writing to be bound by, and subject to, the terms and conditions
of this Agreement and to ensure that such transferees’ transferees shall be likewise bound.


 


7.3           Legends.
The Company and the Holders agree that, so long as this Agreement is in effect all Company Securities now or hereafter held by
any Holder will be stamped or otherwise imprinted with a legend in substantially the following form:


 


THE SECURITIES
EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AGREEMENTS, COVENANTS AND RESTRICTIONS PROVIDED IN THE SHAREHOLDERS’ AGREEMENT
DATED FEBRUARY 11, 2016 AS AMENDED FROM TIME TO TIME, BY AND AMONG AEREX INDUSTRIES, INC. AND THE PERSONS NAMED THEREIN. A COPY
OF SUCH AGREEMENT MAY BE OBTAINED BY ANY SHAREHOLDER OF THE COMPANY UPON REQUEST WITHOUT CHARGE FROM THE SECRETARY OF THE COMPANY
AT THE PRINCIPAL OFFICE OF THE COMPANY.


 


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT
IN COMPLIANCE WITH SUCH ACT AND SUCH STATE SECURITIES LAWS. ABSENT AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH
STATE SECURITIES LAWS COVERING THESE SECURITIES, THE COMPANY MAY, IN ITS REASONABLE DISCRETION, REQUIRE AN OPINION OF COUNSEL,
IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO IT, AS A CONDITION TO ANY SUCH SALE, TRANSFER OR DISPOSITION.


 


7.4           Waivers
and Amendments. The obligations of the Company and the Holders hereunder may be waived (either generally or in a particular
instance, either retroactively or prospectively, and either for a specified period of time or indefinitely) or amended only if
such waiver or amendment is consented to in writing by the Company, Donnick and CW Holdings.


 


7.5           Successors
and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the parties hereto.


 




    	 	11	 



     

    

 


7.6           Entire
Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the
subjects hereof and supersedes in their entirety all other or prior agreements between or among the Company and any of the Holders
regarding the subjects hereof.


 


7.7           Notices.
All demands, notices, requests, consents and other communications required or permitted under this Agreement shall be in writing
and shall be personally delivered or sent by commercial (including FedEx) or U.S. Postal Service overnight delivery service, or,
deposited with the U.S. Postal Service mailed first class, registered or certified mail, postage prepaid, as set forth below:


 


If to the Company,
addressed to:


 


Aerex Industries, Inc.


3504 Industrial 27th
Street


Ft. Pierce, Florida 34946


Attention: Controller


 


If to the Holders,
to the address set forth on Schedule A.


 


Notices shall be deemed
given upon the earlier to occur of (i) receipt by the party to whom such notice is directed; (ii) on the first business day (other
than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following the day the same is deposited
with the commercial carrier if sent by commercial overnight delivery service; or (iii) the fifth day (other than a Saturday, Sunday
or legal holiday in the jurisdiction to which such notice is directed) following deposit thereof with the U.S. Postal Service as
aforesaid. Each party, by notice duly given in accordance therewith may specify a different address for the giving of any notice
hereunder.


 


7.8           Severability.
In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.


 


7.9           Titles
and Subtitles. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered
in construing this Agreement.


 


7.10         Counterparts.
Counterparts of this Agreement (or applicable signature pages hereof) that are manually signed and delivered by facsimile transmission
or by portable data format (pdf) file via electronic mail shall be deemed to constitute signed original counterparts hereof and
shall bind the parties signing and delivering in such manner.


 


7.11         Governing
Law. This Agreement shall be construed in accordance with and governed by the laws of the state of Florida (without giving
effect to any conflicts or choice of laws provisions thereof that would cause the application of the domestic substantive laws
of any other jurisdiction).


 




    	 	12	 



     

    

 


7.12         CONSENT
TO JURISDICTION.


 


(a)          EACH
OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF FLORIDA AND FEDERAL COURTS LOCATED
IN PALM BEACH COUNTY, FLORIDA, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR
THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE RELATED
AGREEMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING, WITHOUT LIMITATION, ANY PROCEEDING RELATING TO
ANCILLARY MEASURES IN AID OF ARBITRATION, PROVISIONAL REMEDIES AND INTERIM RELIEF, OR ANY PROCEEDING TO ENFORCE ANY ARBITRAL DECISION
OR AWARD.


 


(b)          EACH
PARTY HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO BRING ANY SUIT, ACTION OR OTHER PROCEEDING IN OR BEFORE ANY COURT OR TRIBUNAL
OTHER THAN THE COURTS LOCATED IN PALM BEACH COUNTY, FLORIDA AND COVENANTS THAT IT SHALL NOT SEEK IN ANY MANNER TO RESOLVE ANY DISPUTE
OTHER THAN AS SET FORTH IN THIS SECTION 7.12 OR TO CHALLENGE OR SET ASIDE ANY DECISION, AWARD OR JUDGMENT OBTAINED IN ACCORDANCE
WITH THE PROVISIONS HEREOF.


 


(c)          EACH
OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE
OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, EACH OF THE PARTIES CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE OR
ANY MANNER IN WHICH NOTICES MAY BE DELIVERED HEREUNDER IN ACCORDANCE WITH SECTION 7.7 OF THIS AGREEMENT (OTHER THAN BY ELECTRONIC
MAIL).


 


7.13         Remedies.


 


(a)          The
rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude
or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties
may have at law or in equity.


 


(b)          Without
limitation of the foregoing, the parties hereto agree that irreparable harm would occur in the event that any of the agreements
and provisions of this Agreement were not performed fully by the parties hereto in accordance with their specific terms or were
otherwise breached, and that money damages are an inadequate remedy for breach of the Agreement because of the difficulty of ascertaining
and quantifying the amount of damage that will be suffered by the parties hereto in the event that this Agreement is not performed
in accordance with its terms or is otherwise breached. It is accordingly hereby agreed that the parties hereto shall be entitled
to an injunction or injunctions to restrain, enjoin and prevent breaches of this Agreement by the other parties and to enforce
specifically such terms and provisions of this Agreement, without the need to post any bond or other security such remedy being
in addition to and not in lieu of, any other rights and remedies to which the other parties are entitled to at law or in equity.


 




    	 	13	 



     

    

 


(c)          Except
where a time period is otherwise specified, no delay on the part of any party in the exercise of any right, power, privilege or
remedy hereunder shall operate as a waiver thereof, nor shall any exercise or partial exercise of any such right, power, privilege
or remedy preclude any further exercise thereof or the exercise of any right, power, privilege or remedy.


 


7.14         Waiver
of Jury Trial EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING
BROUGHT IN CONNECTION WITH THIS AGREEMENT, ANY OF THE RELATED AGREEMENTS, DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY.


 


7.16         No
Third Party Beneficiary. There are no third party beneficiaries of this Agreement.


 


7.17         Term
and Termination. This Agreement shall be valid and continue in full force and effect until a Sale of the Company.


 


7.18         Construction
and Interpretation. The parties acknowledge that each party and its counsel have jointly reviewed and drafted this document,
and agree that the rule of construction and interpretation that drafting ambiguities are to be resolved against the drafting party
shall not be employed.


 


7.19         Proportionate
Adjustments on Stock Splits. In the event a stock split, stock dividend, combination, reorganization, capitalization, reclassification
or other similar event involving Company Securities occurs after the date of this Agreement, the provisions of this Agreement referring
to a number of shares or price per share shall be subject to proportionate adjustment to reflect such event.


 


7.20         Interpretation.
This Agreement is the product of negotiation, and expressly waive any rules of interpretation of a writing against the drafter.


 




    	 	14	 



     

    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the day and year first above written.


 


	 	COMPANY:
	 	 
	 	Aerex Industries, Inc.


 


	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


	 	HOLDERS:
	 	 
	 	Consolidated Water U.S. Holdings, Inc. 


 


	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


	 	 
	 	Thomas Donnick, Jr.


 




    	 	15	 



     

    

 


EXECUTION COPY


 


SCHEDULE A


 


Names and Addresses of Holders


 


Consolidated Water U.S. Holdings, Inc.


5810 Coral Ridge Drive, Suite # 220


Coral Springs, Florida 33076


Facsimile: (954) 509-8637


Email: rmctaggart@cwco.com


 


Thomas Donnick, Jr.

2055 Mooringline Drive


Vero Beach, FL 32963


Email: tdonnick@aerexglobal.com


 




    	



     

    

 


EXHIBIT E


 


Service Agreement


 


{see attached}


 






     

     

    







  


EXECUTION VERSION


 


Services Agreement


 


This Services Agreement
(this "Agreement"), dated as of February 11, 2016 (the "Effective Date"), is entered into by
and between Aquilex, Inc., a Florida corporation, with offices located at 5810 Coral Ridge Drive, Suite 220, Coral Springs, Florida
33076 (the "Service Provider") and Aerex Industries, Inc., a Florida corporation, with offices located at 3504
Industrial 27th Street, Ft. Pierce, Florida 34946 (the "Aerex").


 


WHEREAS, Aerex desires
to retain Service Provider to provide certain administrative, engineering, purchasing, sales, accounting, information technology,
finance and other services upon the terms and conditions hereinafter set forth, and Service Provider is willing to perform such
services.


 


In consideration of
the mutual covenants and agreements hereinafter set forth, the parties agree as follows:


 


ARTICLE
I

Definitions


 


"Action" means
any claim, suit, action or proceeding.


 


"Affiliate"
of any particular Person means (1) any Person, other than an individual, owning directly, or indirectly controlling, at least fifty
percent (50%) of the stock entitled to vote for election of directors of the subject Person, (2) any Person, other than an individual,
owned or directly controlled by the subject Person through ownership of at least fifty percent (50%) of the stock entitled to vote
for election of directors or any other entity actually controlled by the subject Person, or (3) any Person (other than the subject
Person) owned or directly controlled by the Person mentioned in (1) above, through ownership of at least fifty percent (50%) of
the stock entitled to vote for election of directors.


 


"Agreement" has
the meaning set forth in the preamble.


 


"Confidential
Information" means any information that is treated as confidential by a party, including, without limitation, trade
secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing,
and marketing. Confidential Information shall not include information that: (a) is already known to the Receiving Party without
restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known
by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the
Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party as shown by tangible
evidence; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party
to maintain the confidentiality of such information.


 


"Aerex" has
the meaning set forth in the preamble.


 


"Aerex Contract
Manager" has the meaning set forth in Section 4.01(a)


 




     

     

    

 


"Aerex Materials" any
documents, data, know-how, methodologies, software and other materials provided to Service Provider by Aerex,
including computer programs, reports and specifications.


 


"Deliverables" means
all documents, work product and other materials that are delivered to Aerex hereunder
or prepared by or on behalf of Service Provider in the course of performing the Services.


 


"Disclosing
Party" means a party that discloses Confidential Information under this Agreement.


 


"Force Majeure
Event" has the meaning set forth in Section 14.01.


 


"Initial
Term" has the meaning set forth in Article V.


 


"Intellectual
Property Rights" means all (a) patents, patent disclosures and inventions (whether patentable or not), (b) trademarks,
service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated
therewith, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets,
know-how and other confidential information, and (e) all other intellectual property rights, in each case whether registered or
unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights
or forms of protection in any part of the world.


 


"Law" means
any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement
or rule of law of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or
tribunal of competent jurisdiction.


 


"Losses" mean
all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever
kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing
any insurance providers.


 


"Person" means
an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization,
trust, association or other entity.


 


"Pre-Existing
Materials" means the pre-existing materials in all documents, data, know-how, methodologies, software and other materials,
including computer programs, reports and specifications, provided by or used by Service Provider in connection with performing
the Services, in each case developed or acquired by the Service Provider prior to the commencement or independently of this Agreement.


 


"Receiving
Party" means a party that receives or acquires Confidential Information directly or indirectly under this Agreement.


 


"Renewal
Term" has the meaning set forth in Article V.


 




    	 	2	 



     

    

 


"Service Provider" has
the meaning set forth in the preamble.


 


"Service Provider
Contract Manager" has the meaning set forth in Section 3.01(a)(i).


 


"Service Provider
Equipment" means any equipment, systems, cabling or facilities provided by or on behalf of Service Provider and used
directly or indirectly in the provision of the Services.


 


"Service Provider
Personnel" means all employees and contractors, if any, engaged by Service Provider to perform the Services.


 


"Services" mean
any services to be provided by Service Provider under this agreement, as described in more detail in Exhibit A, and
Service Provider's obligations under this Agreement.


 


"Term" has
the meaning set forth in Article V.


 


ARTICLE
II


Services


 


Section
2.01         Service Provider shall provide the Services to Aerex
as described in more detail in Exhibit A in accordance with the terms and conditions of this Agreement.


 


ARTICLE
III


Service Provider's Obligations


 


Section
3.01         The Service Provider shall:


 


(a)          appoint:


 


(i)          a
Service Provider employee to serve as a primary contact with respect to this Agreement and who will have the authority to act on
behalf of Service Provider in connection with matters pertaining to this Agreement (the "Service Provider Contract Manager");
and


 


(ii)         Service
Provider Personnel, who shall be suitably skilled, experienced and qualified to perform the Services.


 


(b)          provide
the Services in a timely, professional, and workmanlike manner in accordance with the level of professional care customarily observed
by skilled professionals rendering similar services;


 


(c)          before
the date on which the Services are to start, obtain, and at all times during the Term of this Agreement maintain, all necessary
licenses and consents and comply with all relevant Laws applicable to the provision of the Services;


 


(d)          prior
to any Service Provider Personnel performing any Services hereunder ensure that such Service Provider Personnel have the legal
right to work in the United States;


 




    	 	3	 



     

    

 


(e)          comply
with, and ensure that all Service Provider Personnel comply with, all rules, regulations and policies of Aerex including security
procedures concerning systems and data and remote access thereto, building security procedures and general health and safety practices
and procedures; and


 


(f)          maintain
complete and accurate records relating to the provision of the Services under this Agreement.


 


Section
3.02         Service Provider is responsible for all Service Provider Personnel
and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding
of social security and other payroll taxes, unemployment insurance, workers' compensation insurance payments and disability benefits.


 


Section
3.03         Service Provider acknowledges that time is of the essence
with respect to Service Provider's obligations hereunder and that prompt and timely performance of all such obligations is required.


 


ARTICLE
IV


Aerex's Obligations


 


Section
4.01         Aerex shall:


 


(a)          cooperate
with Service Provider in all matters relating to the Services and appoint a Aerex employee to serve as the primary contact with
respect to this Agreement and who will have the authority to act on behalf of Aerex with respect to matters pertaining to this
Agreement (the "Aerex Contract Manager");


 


(b)          provide,
subject to Section 3.01(e), such access to Aerex's premises, and such office accommodation and other facilities as may reasonably
be requested by Service Provider, for the purposes of performing the Services;


 


(c)          respond
promptly to any Service Provider request to provide direction, information, approvals, authorizations or decisions that are reasonably
necessary for Service Provider to perform Services in accordance with the requirements of this Agreement;


 


(d)          provide
such Aerex Materials as Service Provider may reasonably request, in order to carry out the Services, in a timely manner, and ensure
that they are complete and accurate in all material respects;


 


(e)          obtain
and maintain all necessary licenses and consents and comply with all applicable Law in relation to the Services, in all cases before
the date on which the Services are to start;


 


Section
4.02          If Service Provider's performance of its obligations under
this Agreement is prevented or delayed by any act or omission of Aerex or its agents, subcontractors, consultants or employees,
Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any Losses sustained
or incurred by Aerex, in each case, to the extent arising directly or indirectly from such prevention or delay.


 




    	 	4	 



     

    

 


ARTICLE
V


Term


 


This Agreement shall
commence as of the Effective Date and shall continue thereafter for a period of three (3) years, unless sooner terminated pursuant
to Article XI (the “Initial Term”). The Term of this Agreement automatically shall renew for successive
one (1) year terms (subject to earlier termination as provided in Article XI) (each a “Renewal Term”),
at the end of the Initial Term and each Renewal Term. The Initial Term and the Renewal Terms shall be referred to together as the
“Term.”


 


ARTICLE
VI


Fees and Expenses; Payment Terms


 


Section
6.01         In consideration of the provision of the Services by the Service
Provider and the rights granted to Aerex under this Agreement, Aerex shall pay the fees set forth on Exhibit A. Payment
to Service Provider of such fees and the reimbursement of expenses pursuant to this Article VI shall constitute payment
in full for the performance of the Services, and, Aerex shall not be responsible for paying any other fees, costs or expenses.


 


Section
6.02         Where the Services are provided on a time and materials basis:


 


(a)          the
fees payable for the Services shall be calculated in accordance with Service Provider's daily fee rates for the Service Provider
Personnel set forth in Exhibit A; and


 


(b)          Service
Provider shall issue invoices to Aerex monthly in arrears for its fees for time for the immediately preceding month, calculated
as provided in this Section 6.02, together with a detailed breakdown of any expenses for such month incurred in accordance
with Section 6.04.


 


Section
6.03         Where Services are provided for a fixed price, the total fees
for the Services shall be the amount set out on Exhibit A. The total price shall be paid to Service Provider in installments,
as set out on Exhibit A, and Service Provider shall issue invoices monthly to Aerex for the fees that are then payable,
together with a detailed breakdown of any expenses incurred in accordance with Section 6.04.


 


Section
6.04          Aerex agrees to reimburse Service Provider for all actual,
documented and reasonable out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services.


 


Section
6.05         The parties agree that after the Initial Term, Service Provider
may increase its standard fee rates specified on Exhibit A upon written notice to Aerex; provided, that:


 


(a)          Service
Provider provides Aerex written notice of such increase at least 30 days prior to the effective date of such increase;


 




    	 	5	 



     

    

 


(b)          such
increases occur no more frequently than once per contract year of the Term; and


 


(c)          the
amount of such increase (calculated on a per item or per service basis) shall not exceed the lesser of:


 


(i)          the
percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United
States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor
or, if such index is not available, such other index as the parties may agree most closely resembles such index; or


 


(ii)         ten
percent (10%).


 


Section
6.06         Service Provider shall issue invoices to Aerex only in accordance
with the terms of this Section, and Aerex shall pay all properly invoiced amounts due to Service Provider within 30 days after
Aerex's receipt of such invoice, except for any amounts disputed by Aerex in good faith. All payments hereunder shall be made by
check or wire transfer.


 


Section
6.07         Aerex shall be responsible for all sales, use and excise taxes,
and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts
payable by Aerex hereunder; provided, that, in no event shall Aerex pay or be responsible for any taxes imposed on, or with
respect to, Service Provider's income, revenues, gross receipts, personnel or real or personal property or other assets.


 


ARTICLE
VII


Intellectual Property Rights; Ownership


 


Section
7.01         Except as set forth in Section 7.03, Aerex is, and
shall be, the sole and exclusive owner of all right, title and interest in and to the Deliverables, including all Intellectual
Property Rights therein. Service Provider agrees, and will cause its Service Provider Personnel to agree, that with respect to
any Deliverables that may qualify as "work made for hire" as defined in 17 U.S.C. §101, such Deliverables are hereby
deemed a "work made for hire" for Aerex. To the extent that any of the Deliverables do not constitute a "work made
for hire", Service Provider hereby irrevocably assigns, and shall cause the Service Provider Personnel to irrevocably assign
to Aerex, in each case without additional consideration, all right, title and interest throughout the world in and to the Deliverables,
including all Intellectual Property Rights therein. The Service Provider shall cause the Service Provider Personnel to irrevocably
waive, to the extent permitted by applicable Law, any and all claims such Service Provider Personnel may now or hereafter have
in any jurisdiction to so-called "moral rights" or rights of droit moral with respect to the Deliverables.


 


Section
7.02         Upon the reasonable request of Aerex, Service Provider shall,
and shall cause the Service Provider Personnel to, promptly take such further actions, including execution and delivery of all
appropriate instruments of conveyance, as may be necessary to assist Aerex to prosecute, register, perfect or record its rights
in or to any Deliverables.


 




    	 	6	 



     

    

 


Section
7.03         Service Provider and its licensors are, and shall remain,
the sole and exclusive owners of all right, title and interest in and to the Pre-Existing Materials, including all Intellectual
Property Rights therein. Service Provider hereby grants Aerex a limited, irrevocable, perpetual, fully paid-up (except as otherwise
sect forth on Exhibit A), royalty-free, non-transferable (except in accordance with Section 15.07), non-sublicenseable,
worldwide license to use, perform, display, execute, reproduce, distribute, transmit, modify (including to create derivative works),
import, make, have made, sell, offer to sell and otherwise exploit any Pre-Existing Materials to the extent incorporated in, combined
with or otherwise necessary for the use of the Deliverables solely to the extent reasonably required in connection with Aerex's
receipt or use of the Services and Deliverables. All other rights in and to the Pre-Existing Materials are expressly reserved by
Service Provider.


 


Section
7.04         Aerex and its licensors are, and shall remain, the sole and
exclusive owner of all right, title and interest in and to the Aerex Materials, including all Intellectual Property Rights therein.
Service Provider shall have no right or license to use any Aerex Materials except solely during the Term of the Agreement to the
extent necessary to provide the Services to Aerex. All other rights in and to the Aerex Materials are expressly reserved by Aerex.


 


ARTICLE
VIII


Confidential Information


 


Section
8.01         The Receiving Party agrees:


 


(a)          not
to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written
consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of
the Disclosing Party to its Affiliates, and their officers, employees, consultants and legal advisors who have a "need to
know", who have been apprised of this restriction and who are themselves bound by nondisclosure obligations at least as restrictive
as those set forth in this Article VIII;


 


(b)          to
use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under the Agreement
or, in the case of Aerex, to make use of the Services and Deliverables; and


 


(c)          
to promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information
of Disclosing Party.


 


Section
8.02         If the Receiving Party becomes legally compelled to disclose
any Confidential Information, the Receiving Party shall provide:


 


(a)          prompt
written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other
remedy; and


 


(b)          reasonable
assistance, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other
limitations on disclosure.


 




    	 	7	 



     

    

 


If, after providing such notice and assistance
as required herein, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall
disclose no more than that portion of the Confidential Information which, on the advice of the Receiving Party's legal counsel,
the Receiving Party is legally required to disclose and shall use commercially reasonable efforts to obtain assurances from the
applicable court or agency that such Confidential Information will be afforded confidential treatment.


 


Section
8.03         Nothing in this Agreement shall prevent either party from
using any general methodologies or know-how contained in the unaided memory of such party's personnel or those of its Affiliates
developed or disclosed under this Agreement, provided that in doing so it is not in breach of its obligations of confidentiality
under this Section or using any Intellectual Property Rights of the other party or any of its Affiliates.


 


ARTICLE
IX


Representations and Warranties


 


Section
9.01         Each party represents and warrants to the other party that:


 


(a)          it
is duly organized, validly existing and in good standing as a corporation under the Laws of its jurisdiction of incorporation;


 


(b)          it
has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted hereunder and to
perform its obligations hereunder;


 


(c)          the
execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all
necessary corporate action of the party; and


 


(d)          when
executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable
against such party in accordance with its terms.


 


Section
9.02         Service Provider represents and warrants to Aerex that:


 


(a)          it
shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike
manner in accordance with commercially reasonable industry standards for similar services and shall devote adequate resources to
meet its obligations under this Agreement;


 


(b)          it
is in compliance with, and shall perform the Services in compliance with, all applicable Laws;


 


Section
9.03          EXCEPT FOR THE EXPRESS WARRANTIES IN THIS Article IX,
(A) EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT, AND (B)
SERVICE PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NON-INFRINGEMENT.


 




    	 	8	 



     

    

 


ARTICLE
X


Indemnification


 


Section
10.01         Service Provider shall defend, indemnify and hold harmless
Aerex and its officers, directors, employees, agents, successors and permitted assigns (each, a "Aerex
Indemnitee") from and against all Losses arising out of or resulting from:


 


(a)          bodily
injury, death of any person or damage to real or tangible, personal property resulting from the willful, fraudulent or negligent
acts or omissions of Service Provider or Service Provider Personnel; and


 


(b)          Service
Provider's breach of this Agreement.


 


Section
10.02         Service Provider shall defend, indemnify and hold harmless
the Aerex Indemnitees from and against all Losses incurred by an Aerex Indemnitee based on a claim that any of the Services or
Deliverables or Aerex's receipt or use thereof infringes any Intellectual Property Right of a third party arising under the Laws
of the United States; provided, however, that Service Provider shall have no obligations under this Section 10.02
with respect to claims to the extent arising out of:


 


(a)          any
Aerex Materials or any instruction, information, designs, specifications or other materials provided by Aerex in writing to Service
Provider;


 


(b)          use
of the Deliverables in combination with any materials or equipment not supplied to Aerex or specified by Service Provider in writing,
if the infringement would have been avoided by the use of the Deliverables not so combined; or


 


(c)          any
modifications or changes made to the Deliverables by or on behalf of any Person other than Service Provider or Service Provider
Personnel.


 


Section
10.03         Aerex shall defend, indemnify and hold harmless Service Provider
and Service Provider's Affiliates and their officers, directors, employees, agents, successors and permitted assigns from and against
all Losses awarded against Service Provider arising out of or resulting from:


 


(a)          bodily
injury, death of any person or damage to real or tangible, personal property resulting from the negligent or willful acts or omissions
of Aerex; and


 


(b)          Aerex's
breach of this Agreement.


 


Section
10.04         The party seeking indemnification hereunder shall promptly
notify the indemnifying party in writing of any Action and cooperate with the indemnifying party at the indemnifying party's sole
cost and expense. The indemnifying party shall immediately take control of the defense and investigation of such Action and shall
employ counsel of its choice to handle and defend the same, at the indemnifying party's sole cost and expense. The indemnifying
party shall not settle any Action in a manner that adversely affects the rights of the indemnified party without the indemnified
party's prior written consent. The indemnified party's failure to perform any obligations under this Section 10.04 shall
not relieve the indemnifying party of its obligations under this Section 10.04 except to the extent that the indemnifying
party can demonstrate that it has been materially prejudiced as a result of such failure. The indemnified party may participate
in and observe the proceedings at its own cost and expense.


 




    	 	9	 



     

    

 


ARTICLE
XI


 


[intentionally
Left Blank]


 


ARTICLE
XII


Termination; Effect of Termination


 


Section
12.01         This Agreement shall not be terminated except upon the written
agreement of the parties or in accordance with this Section 12.01. Either party may terminate this Agreement, effective
upon written notice to the other party (the "Defaulting Party"), if the Defaulting
Party:


 


(a)          materially
breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting
Party does not cure such breach within thirty (30) days after receipt of written notice of such breach.


 


(b)          (i)
becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily,
to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within 10 days or is not
dismissed or vacated within 60 days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose;
(iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian or similar agent appointed
by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.


 


Section
12.02         Upon expiration or termination of this Agreement for any
reason:


 


(a)          Service
Provider shall (i) promptly deliver to Aerex all Deliverables (whether complete or incomplete) for which Aerex has paid and all
Aerex Materials, (ii) promptly remove any Service Provider Equipment located at Aerex's premises, (iii) provide reasonable cooperation
and assistance to Aerex upon Aerex's written request and at Aerex's expense in transitioning the Services to an alternate Service
Provider, and (iv) on a pro rata basis, repay all fees and expenses paid in advance for any Services or Deliverables which have
not been provided.


 


(b)          Each
party shall (i) return to the other party all documents and tangible materials (and any copies) containing, reflecting, incorporating
or based on the other party's Confidential Information, (ii) permanently erase all of the other party's Confidential Information
from its computer systems and (iii) certify in writing to the other party that it has complied with the requirements of this clause;
provided, however, that Aerex may retain copies of any Confidential Information of Service Provider incorporated in the
Deliverables or to the extent necessary to allow it to make full use of the Services and any Deliverables.


 




    	 	10	 



     

    

 


(c)          In
no event shall Aerex be liable for any Service Provider Personnel termination costs arising from the expiration or termination
of this Agreement.


 


Section
12.03         The rights and obligations of the parties set forth in this
Section 12.03 and Article I, Article VII, Article VIII, Article IX, Article XI, Section
12.02, and Article XV, and any right or obligation of the parties in this Agreement which, by its nature, should survive
termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.


 


ARTICLE
XIII


Non-Exclusivity


 


The Service Provider
retains the right to perform the same or similar type of services for third parties during the Term of this Agreement.


 


ARTICLE
XIV


Force Majeure


 


Section
14.01         No party shall be liable or responsible to the other party,
nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term
of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure
or delay is caused by or results from acts beyond the affected party's reasonable control, including, without limitation:


 


(a)          acts
of God;


 


(b)          flood,
fire or explosion;


 


(c)          war,
invasion, riot or other civil unrest;


 


(d)          actions,
embargoes or blockades in effect on or after the date of this Agreement; or


 


(e)          national
or regional emergency;


 


(each of the foregoing,
a "Force Majeure Event"). A party whose performance is affected by a Force Majeure Event shall give notice to
the other party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure
or delay and minimize the effects of such Force Majeure Event.


 


ARTICLE
XV


Miscellaneous


 


Section
15.01         Each party shall, upon the reasonable request of the other
party, execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.


 




    	 	11	 



     

    

 


Section
15.02         The relationship between the parties is that of independent
contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other
form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract
for or bind the other party in any manner whatsoever.


 


Section
15.03         Unless required by law, neither party shall issue or release
any announcement, statement, press release or other publicity or marketing materials relating to this Agreement, or otherwise use
the other party's trademarks, service marks, trade names, logos, symbols or brand names, in each case, without the prior written
consent of the other party, which shall not be unreasonably withheld or delayed.


 


Section
15.04         All notices, requests, consents, claims, demands, waivers
and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with
written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt
requested); (c) on the date sent by facsimile (with confirmation of transmission) if sent during normal business hours of the recipient,
and on the next business day if sent after normal business hours of the recipient or (d) on the third day after the date mailed,
by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective
parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance
with this Section 15.04.


 


	If to Service Provider:	AQUILEX, INC.
	 	5810 Coral Ridge Drive, Suite 220
	 	Coral Springs, Florida 33076
	 	Attention:	Controller 
	 	Facsimile:	(954) 509-8637
	 	 	 
	If to Aerex:	AEREX INDUSTRIES, INC.
	 	3504 Industrial 27th Street
	 	Ft. Pierce, Florida 34946
	 	Attention:	President 
	 	Facsimile:	(772) 467-2608


 


Section
15.05         For purposes of this Agreement, (a) the words "include,"
"includes" and "including" shall be deemed to be followed by the words "without limitation"; (b)
the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto"
and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to
Sections and Exhibits refer to the Sections of, and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other
document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent
permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor
legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption
or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
The Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they
were set forth verbatim herein.


 




    	 	12	 



     

    

 


Section
15.06         This Agreement, together with all Exhibits and any other
documents incorporated herein by reference, constitutes the sole and entire agreement of the parties to this Agreement with respect
to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written
and oral, with respect to such subject matter.


 


Section
15.07         Neither party may assign, transfer or delegate any or all
of its rights or obligations under this Agreement, without the prior written consent of the other party; provided, that,
upon prior written notice to the other party, either party may assign the Agreement to an Affiliate of such party or to a successor
of all or substantially all of the assets of such party through merger, reorganization, consolidation or acquisition. No assignment
shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer or other conveyance in
violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns.


 


Section
15.08         This Agreement is for the sole benefit of the parties hereto
and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon
any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.


 


Section
15.09         The headings in this Agreement are for reference only and
shall not affect the interpretation of this Agreement.


 


Section
15.10         This Agreement may only be amended, modified or supplemented
by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective
unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no
failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or
be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.


 


Section
15.11         If any term or provision of this Agreement is invalid, illegal
or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision
of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination
that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order
that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.


 




    	 	13	 



     

    

 


Section
15.12         This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether
of the State of Florida or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those
of the State of Florida. Any legal suit, action or proceeding arising out of or related to this Agreement or the Services provided
hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida in each
case located in the county of Palm Beach County, Florida, and each party irrevocably submits to the exclusive jurisdiction of such
courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party's address
set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.


 


Section
15.13         EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


Section
15.14         Each party acknowledges that a breach by a party of Article
VII (Intellectual Property Rights; Ownership) or Article VIII (Confidentiality) may cause the non-breaching party irreparable
damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened
breach, the non-breaching party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific
performance and any other relief that may be available from any court, without the necessity of proving actual damages or the posting
of a bond, in addition to any other remedy to which the non-breaching party may be entitled at law or in equity. Such remedies
shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any
express exclusions or limitations in this Agreement to the contrary.


 


Section
15.15         In the event that any action, suit, or other legal or administrative
proceeding is instituted or commenced by either party hereto against the other party arising out of or related to this Agreement,
the prevailing party shall be entitled to recover its actual attorneys' fees and court costs from the non-prevailing party (including
such fees and costs on appeal).


 


Section
15.16         This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this
Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect
as delivery of an original signed copy of this Agreement.


 


{signature page follows}


 




    	 	14	 



     

    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first above written.


 


	 	AQUILEX, INC.
	 	 
	 	By	 
	 	Name:	 
	 	Title:	 


 


	 	AEREX INDUSTRIES, INC.
	 	 
	 	By	 
	 	Name:	 
	 	Title:	 


 




    	 	15	 



     

    

 


EXHIBIT F


 


Term Promissory Note


 


{see attached}


 




    	 	16	 



     


    

 


EXECUTION VERSION


TERM PROMISSORY NOTE


 


FOR VALUE RECEIVED,
Aerex Industries, Inc., a Florida corporation (“Borrower”), having an office at 3504 Industrial 27th Street,
Ft. Pierce, FL 34946, unconditionally promises to pay to the order of Thomas Donnick, Jr., an individual (“Lender”),
at 2055 Mooringline Drive, Vero Beach, FL 32963 or at such other place as Lender may designate in writing, the principal sum of
Four Hundred Ninety Thousand ($490,000) (the “Loan”) outstanding hereunder together with all accrued
interest thereon, on August 10, 2016 (the “Maturity Date”), as provided in this Term Promissory Note (this “Note”).


 


Due on the Maturity
Date. Notwithstanding any terms in this Note to the contrary, the enumeration in this Note of specific obligations of Borrower
to Lender and/or conditions to the availability of funds under this Note shall not be construed to qualify, define, or otherwise
limit Lender's right, power or ability, at any time and for any reason, under applicable law, to require full payment of the Loan
and all accrued and unpaid interest and all other amounts payable under this Note on the Maturity Date.


 


Payments. Payments
made under this Note shall be in accordance with the following:


 


Manner of Payments.
All payments of interest and principal shall be made in lawful money of the United States of America by check or wire transfer
of immediately available funds to Lender's account at a bank specified by Lender in writing to Borrower from time to time.


 


Application of Payments.
All payments, including insufficient payments, shall be credited, regardless of their designation by Borrower, first to collection
expenses due hereunder, then to outstanding late charges, then to interest due and payable but not yet paid, and the remainder,
if any, to principal.


 


Prepayment.
Borrower may, without the payment of any penalty or premium, prepay the principal of this Note in whole, or from time to time,
in part, together with accrued interest thereon.


 


Interest. Interest
under this Note shall be as follows:


 


Interest Rate.
Borrower shall pay interest to Lender on the unpaid principal amount of the Loan outstanding hereunder, accruing from the date
hereof to the date on which the entire principal sum hereof has been paid in full, computed on the basis of the actual number of
days elapsed in a 365 day year, at a rate per annum which shall be equal to 1%, compounded annually as of the last day of each
calendar year. In no event shall interest exceed the maximum legal rate permitted by law.


 


Interest Payable.
Interest, at the rate described above, shall be payable ON DEMAND. Borrower may make whole or partial interest payments at any
time prior to demand, without penalty and without affecting any other provisions of this Note.


 




     


     


    

 


Representations
and Warranties. Borrower hereby represents and warrants as of the date of this Note, as follows:


 


Existence. Borrower
is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Florida.


 


Power and Authority.
Borrower has the power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder.


 


Authorization, Execution
and Delivery. The execution and delivery of this Note by Borrower and the performance of its obligations hereunder have been
duly authorized by all necessary corporate action in accordance with all applicable laws. Borrower has duly executed and delivered
this Note.


 


Enforceability.
This Note is a valid, legal and binding obligation of Borrower, enforceable against Borrower in accordance with its terms except
as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in
equity or at law).


 


No Approvals.
No consent or authorization of, filing with, notice to or other act by, or in respect of, any governmental authority or any other
person is required in order for Borrower to execute, deliver, or perform any of its obligations under this Note.


 


No Violations.
The execution and delivery of this Note and the consummation by Borrower of the transactions contemplated hereby do not and will
not (a) violate any provision of Borrower's organizational documents; (b) violate any law or order applicable to Borrower or by
which any of its properties or assets may be bound; or (c) constitute a default under any material agreement or contract by which
Borrower may be bound.


 


Miscellaneous.
Lender and Borrower further agree as follows:


 


Notices. All
notices, requests or other communications required or permitted to be delivered hereunder shall be delivered in writing at the
addresses set forth in the introductory paragraph of this Note or such other address as either Borrower or Lender may from time
to time specify in writing. Notices mailed by certified or registered mail or sent by hand or overnight courier service shall be
deemed to have been given when received. Notices sent by facsimile during the recipient's normal business hours shall be deemed
to have been given when sent (and if sent after normal business hours shall be deemed to have been given at the opening of the
recipient's business on the next business day). Notices sent by e-mail shall be deemed received upon the sender's receipt of an
acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return
e-mail or other written acknowledgment).


 


Costs and Expenses.
Borrower shall reimburse Lender on demand for all reasonable and documented out-of-pocket costs, expenses and fees (including reasonable
expenses and fees of its counsel) incurred by Lender in connection with the enforcement of Lender's rights hereunder.


 




    	 	2	 



     


    

 


Governing Law.
This Note and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising
out of or relating to this Note and the transactions contemplated hereby shall be governed by the laws of the State of Florida.


 


Submission to Jurisdiction.
Borrower hereby irrevocably and unconditionally agrees that any legal action, suit or proceeding arising out of or relating to
this Note may be brought in the courts of the State of Florida or of the United States of America for the Southern District of
Florida and submits to the exclusive jurisdiction of any such court in any such action, suit or proceeding. Final judgment against
Borrower in any action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment.


 


Waiver of Jury Trial.
BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY.


 


Counterparts, Integration,
Effectiveness. This Note and any amendments, waivers, consents or supplements hereto may be executed in counterparts, each
of which shall constitute an original, but all taken together shall constitute a single contract. This Note constitutes the entire
contract between the parties with respect to the subject matter hereof and supersede all previous agreements and understandings,
oral or written, with respect thereto. Delivery of an executed counterpart of a signature page to this Note by facsimile or in
electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart
of this Note.


 


Successors and Assigns.
This Note may not be assigned, transferred or negotiated by Lender to any entity without the consent of Borrower. Borrower may
not assign or transfer this Note or any of its rights hereunder without the prior written consent of Lender. This Note shall inure
to the benefit of and be binding upon the parties hereto and their permitted successors and assigns.


 


Amendment and Waiver.
No term of this Note may be waived, modified or amended except by an instrument in writing signed by both of the parties hereto.
Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.


 


Headings. The
headings of the various Sections and subsections herein are for reference only and shall not define, modify, expand or limit any
of the terms or provisions hereof.


 


No Waiver; Cumulative
Remedies. No failure to exercise and no delay in exercising on the part of Lender, of any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.


 




    	 	3	 



     


    

 


Severability.
If any term or provision of this Note is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other term or provision of this Note or invalidate or render unenforceable such term or provision
in any other jurisdiction.


 


{signature page follows}


 




    	 	4	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Note as of February 11, 2016.


 


	 	Aerex Industries, Inc., as Borrower
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	Thomas Donnick, Jr., as Lender
	 	 
	 	Thomas Donnick, Jr.


 




    	 	5