STOCK PURCHASE AGREEMENT


 


THIS STOCK PURCHASE
AGREEMENT (this “Agreement”), dated July __, 2013, by and among Westbury (Bermuda) Ltd., a Bermuda exempted
company (“Westbury Ltd.”), Westbury Trust, a Bermuda trust (“Westbury Trust”
and, together with Westbury Ltd., the “Seller”) and Michael G. DeGroote, a resident of Bermuda (“DeGroote”)
on the one hand, and CBIZ, Inc., a Delaware corporation (“Purchaser” or the “Company”),
on the other hand.


 


RECITAL


 


WHEREAS, pursuant to
the Stock and Option Purchase Agreement, dated September 13, 2010 (the “Option Agreement”)
Seller (a) sold to Purchaser seven million, seven hundred sixteen thousand, six hundred sixty-nine (7,716,669)
shares of Common Stock, par value $0.01 per share (the “Common Stock”), at $6.25 per share and (b) granted
to Purchaser an irrevocable option (the “Option”)
to purchase seven million, seven hundred sixteen thousand, six hundred sixty-nine (7,716,669) shares
of Common Stock (the “Original Option Shares”);


 


WHEREAS, Seller desires
to sell and Purchaser desires to purchase three million, eight hundred fifty-eight thousand, three hundred
thirty four and one half (3,858,334.5) shares of the Original Option Shares at $6.65 per share (the “Purchased
Shares”), after which sale and purchase such
Purchased Shares will no longer be subject to the Option Agreement; provided, however, that until the Closing, the terms
of Section 3(c) of the Option Agreement shall continue to apply to the Purchased Shares; and


 


WHEREAS, the purchase
of the Purchased Shares is conditioned on the closing of that certain Stock Purchase Agreement between Purchaser’s subsidiary
CBIZ Operations, Inc. and Zotec Partners, LLC (the “Zotec Agreement”).


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the premises, the respective representations, warranties, covenants and agreements contained in this Agreement,
and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser, intending
to be legally bound, hereby agree as follows:


 


1.                 
Purchase and Sale of the Purchased Shares. Upon the
terms and subject to the conditions set forth in this Agreement, and in reliance upon the representations and warranties herein
made by each party to the other, Seller agrees to sell, and Purchaser agrees to purchase from Seller, at the Closing, the Purchased
Shares. Seller will deliver to Purchaser at the Closing (a) a certificate or certificates representing a portion of the Purchased
Shares with duly executed stock powers attached thereto and (b) confirmation of book entry transfer of the remaining Purchased
Shares into a Depository Trust Company account of the Purchaser as may be designated by the Purchaser. The Seller and the Purchaser
shall deliver a joint written instruction to JP Morgan Chase Bank, N.A., in its capacity as custodian under the Custody Agreement
(as such term is defined in the Option Agreement), to effectuate the release of the Purchased Shares from the Custody Account (as
such term is defined in the Option Agreement) at the Closing.


 






    	 



    	 



    

 


2.                 
Purchase Price. As the purchase price for the Purchased
Shares, Purchaser will pay, or cause to be paid, to Seller at the Closing in immediately available funds the sum of twenty five
million, six hundred fifty seven thousand, nine hundred twenty four dollars and forty three cents ($25,657,924.43).


 


3.                 
Closing. The transfer and sale provided for in this
Agreement (the “Closing”) will take place at the offices of Akin Gump Strauss Hauer & Feld LLP, One
Bryant Park, New York, NY 10036, at 10:00 am Eastern Time, contemporaneously with the closing of the Zoltec Agreement or on such
other date as may be fixed for the Closing by written agreement between Seller and Purchaser (the “Closing Date”).


 


4.                 
Representations and Warranties.


 


(a)               
Representations and Warranties of Seller and DeGroote.
Seller and DeGroote hereby represent and warrant to Purchaser as follows:


 


(i)                
Westbury Ltd. is an exempted company duly organized, validly existing and in good standing under the laws of Bermuda. Westbury
Trust is a trust duly formed, validly existing and in good standing under the laws of Bermuda.


 


(ii)              
Seller has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated
hereby have been duly authorized by all necessary action on the part of Seller.


 


(iii)            
This Agreement has been duly executed and delivered by Seller and DeGroote and constitutes a valid and binding obligation
of Seller and DeGroote, enforceable in accordance with its terms, except as enforceability may be subject to the effects of bankruptcy,
insolvency, reorganization, moratorium or other laws relating to or affecting the rights of creditors or general principles of
equity.


 


(iv)            
The execution and delivery of this Agreement by Seller and DeGroote and the consummation by Seller and DeGroote of the transactions
contemplated hereby will not (A) violate any provision of any existing law, statute, rule, regulation or ordinance applicable to
Seller or DeGroote or (B) conflict with, result in any breach of or constitute a default under (1) the Memorandum of Association
or By-laws of Westbury Ltd. and the trust deed of Westbury Trust, (2) any order, writ, judgment, award or decree of any court,
governmental authority, bureau or agency to which Seller or DeGroote is a party or by which Seller or DeGroote may be bound or
(3) any contract or other agreement or undertaking to which Seller or DeGroote is a party or by which Seller or DeGroote may be
bound.


 


(v)              
No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative
agency or commission or other governmental authority or instrumentality, is required by or with respect to Seller or DeGroote in
connection with the execution and delivery of this Agreement or the consummation by Seller and DeGroote of the transactions contemplated
hereby, except for any filings required under Schedule 13D under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) or Section 16 of the Exchange Act.


 






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(vi)            
Seller has, and upon transfer by Seller of the Purchased Shares hereunder Seller will deliver to Purchaser, good and marketable
title to the Purchased Shares, free and clear of any claims, liens, encumbrances, security interests, restrictions and adverse
claims of any kind or nature whatsoever. There are no outstanding subscriptions, options, warrants, rights, contracts, understandings
or agreements to purchase or otherwise acquire the Purchased Shares other than as provided for herein and the Option Agreement.


 


(b)              
Representations and Warranties of Purchaser. Purchaser
represents and warrants to Seller and DeGroote as follows:


 


(i)                
Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.


 


(ii)              
Purchaser has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated
hereby have been duly authorized by all necessary action on the part of the Purchaser.


 


(iii)            
This Agreement has been duly executed and delivered by Purchaser and constitutes a valid and binding obligation of Purchaser,
enforceable in accordance with its terms except as enforceability may be subject to the effects of bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting the rights of creditors or general principles of equity.


 


(iv)            
The execution and delivery of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated
hereby will not (A) violate any provision of any existing law, statute, rule, regulation or ordinance applicable to Purchaser or
(B) conflict with, result in any breach of or constitute a default under (1) the Certificate of Incorporation or By-laws of Purchaser,
(2) any order, writ, judgment, award or decree of any court, governmental authority, bureau or agency to which Purchaser is a party
or by which it may be bound or (3) any contract or other agreement or undertaking to which Purchaser is a party or by which Purchaser
may be bound.


 


(v)              
No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative
agency or commission or other governmental authority or instrumentality, is required by or with respect to Purchaser in connection
with the execution and delivery of this Agreement or the consummation by Purchaser of the transactions contemplated hereby, except
for the filing of a Current Report on Form 8-K in accordance with the Exchange Act.


 






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(vi)            
Since the date of the Option Agreement, there has been no event described in Section 3(c) of the Option Agreement that would
trigger any adjustment to the number of Option Shares, the Exercise Price or the class of the Option Shares, in each case as contemplated
by Section 3(c) of the Option Agreement.


 


5.                 
Closing Conditions; Termination.


 


(a)               
Conditions to Each Party’s Obligations. The
obligation of Purchaser to purchase the Purchased Shares at the Closing and the obligation of Seller to sell the Purchased Shares
at the Closing are subject to the fulfillment at or prior to the Closing of the following conditions:


 


(i)                
No preliminary or permanent injunction or other order shall have been issued by any court of competent jurisdiction or by
any governmental or regulatory body, nor shall any statute, rule, regulation or executive order have been promulgated or enacted
by any governmental authority which prevents the consummation of the transactions contemplated by this Agreement.


 


(ii)              
No action or proceeding before any court or any governmental or regulatory authority shall have been commenced by any governmental
or regulatory body and shall be pending against any of the parties hereto or any of their respective affiliates, associates, officers
or directors seeking to prevent or delay the transactions contemplated by this Agreement.


 


(iii)            
The Zotec Agreement shall have closed in accordance with its terms.


 


(b)              
Conditions to Obligation of Purchaser. The obligation
of Purchaser to purchase the Purchased Shares at the Closing is subject to the fulfillment at or prior to the Closing of the following
conditions:


 


(i)                
The representations and warranties of Seller and DeGroote contained in this Agreement shall have been true and correct when
made and shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though
such representations and warranties were made at and as of the Closing Date.


 


(ii)              
Seller and DeGroote shall have performed and complied in all material respects with all agreements, obligations and conditions
required by this Agreement to be performed or complied with by Seller and DeGroote at or prior to the Closing.


 


(c)               
Conditions to Obligation of Seller. The obligation
of Seller to sell the Purchased Shares at the Closing is subject to the fulfillment at or prior to the Closing of the following
conditions:


 


(i)                
The representations and warranties of Purchaser contained in this Agreement shall have been true and correct when made and
shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though such
representations and warranties were made at and as of the Closing Date.


 






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(ii)              
Purchaser shall have performed and complied in all material respects with all agreements, obligations and conditions required
by this Agreement to be performed or complied with by Purchaser at or prior to the Closing.


 


(d)              
Termination. The Seller may terminate this Agreement
upon written notice delivered to the Purchaser if the Closing shall not have occurred on or prior to November 1, 2013.


  


6.                 
Miscellaneous.


 


(a)               
No Brokers. Seller and DeGroote, on the one hand,
and Purchaser, on the other hand, each represent to the other that neither it nor any of its respective affiliates have employed
any broker or finder or incurred any liability for any brokerage or finder’s fees or commissions or expenses related thereto
in connection with the negotiation, execution or consummation of this Agreement or any of the transactions contemplated hereby
and respectively agree to indemnify and hold the other harmless from and against any and all claims, liabilities or obligations
with respect to any such fees, commissions or expenses asserted by any person on the basis of any act or statement alleged to have
been made by such party or any of its affiliates.


 


(b)              
Entire Agreement. This Agreement constitutes the
entire agreement and understanding of the parties in respect of the subject matter hereof and supersedes all prior understandings,
agreements or representations by or between the parties, written or oral, to the extent they relate in any way to the subject matter
hereof. The Recitals at the beginning of this Agreement are hereby incorporated by reference into this Agreement and shall be deemed
to be a part hereof for all purposes.


 


(c)               
Assignment; Binding Effect; Third Party Beneficiaries.
No party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval
of the other party. All of the terms, agreements, covenants, representations, warranties and conditions of this Agreement are binding
upon and inure to the benefit of and are enforceable by, the parties and their respective successors and permitted assigns. There
are no third party beneficiaries having rights under or with respect to this Agreement.


 


(d)              
Further Assurances. If any further action is necessary
or reasonably desirable to carry out this Agreement’s purposes, each party will take such further action (including executing
and delivering any further instruments and documents and providing any reasonably requested information) as the other party reasonably
may request.


 


(e)               
Survival of Representations, Warranties and Covenants. Each representation, warranty, covenant and obligation in
this Agreement will survive for a period of one year after the execution and delivery of this Agreement and the consummation of
the transactions contemplated by this Agreement, and will not be affected by any investigation by or on behalf of the other party
to this Agreement.


 






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(f)               
Indemnification. Seller and DeGroote, on the one hand, and Purchaser, on the other hand, respectively, will each
indemnify and hold harmless the other from and against any and all losses, claims, damages, liabilities and expenses (including,
without limitation, legal fees and expenses) suffered or incurred by any such indemnified party to the extent arising from any
breach of any representation or warranty of the indemnifying party contained in this Agreement or any breach by the indemnifying
party, or failure by the indemnifying party to perform, any covenant or agreement contained herein.


 


(g)              
Notices. All notices, requests and other communications provided for or permitted to be given under this Agreement
must be in writing and given by personal delivery, by certified or registered United States mail (postage prepaid, return receipt
requested), by a nationally recognized overnight delivery service for next day delivery, or by facsimile transmission, as follows
(or to such other address as any party may give in a notice given in accordance with the provisions hereof):


 


If to Purchaser:


 


6050 Oak Tree Blvd., South, Suite 500


Cleveland, OH 44131


Attention: Michael W. Gleespen


Facsimile: 216-447-9007


 


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


 


Akin Gump Strauss Hauer & Feld LLP


One Bryant Park


New York, NY 10036


Attention: Mark Zvonkovic


Facsimile: (212) 872-1002


 


If to Seller or DeGroote:


 


Victoria Hall


11 Victoria Street


Hamilton, HMEX Bermuda


Attention: James Watt


Facsimile: (441) 292 9485


 


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


 


Dickstein Shapiro LLP


1633 Broadway 10019-6708


Attention: Malcolm I. Ross, Esq.


Facsimile: (212) 277-6501


 






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All notices, requests or other communications
will be effective and deemed given only as follows: (i) if given by personal delivery, upon such personal delivery, (ii) if sent
by certified or registered mail, on the fifth business day after being deposited in the United States mail, (iii) if sent for next
day delivery by overnight delivery service, on the date of delivery as confirmed by written confirmation of delivery, (iv) if sent
by facsimile, upon the transmitter’s confirmation of receipt of such facsimile transmission, except that if such confirmation
is received after 5:00 p.m. (in the recipient’s time zone) on a business day, or is received on a day that is not a business
day, then such notice, request or communication will not be deemed effective or given until the next succeeding business day. Notices,
requests and other communications sent in any other manner, including by electronic mail, will not be effective.


 


(h)              
Specific Performance; Remedies. Each party acknowledges
and agrees that the other party would be damaged irreparably if any provision of this Agreement were not performed in accordance
with its specific terms or were otherwise breached. Accordingly, the parties will be entitled to an injunction or injunctions to
prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its provisions in addition
to any other remedy to which they may be entitled, at law or in equity. Except as expressly provided herein, the rights, obligations
and remedies created by this Agreement are cumulative and in addition to any other rights, obligations or remedies otherwise available
at law or in equity. Except as expressly provided herein, nothing herein will be considered an election of remedies.


 


(i)                
Headings. The article and section headings contained
in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.


 


(j)                
Governing Law. This Agreement will be governed by
and construed in accordance with the laws of the State of New York, without giving effect to any choice of law principles.


 


(k)              
Amendment. This Agreement may not be amended or modified
except by a writing signed by all of the parties.


 


(l)                
Extensions; Waivers. Any party may, for itself only,
(a) extend the time for the performance of any of the obligations of any other party under this Agreement, (b) waive any inaccuracies
in the representations and warranties of any other party contained herein or in any document delivered pursuant hereto and (c)
waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any such extension or
waiver will be valid only if set forth in a writing signed by the party to be bound thereby. No waiver by any party of any default,
misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior
or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising because
of any prior or subsequent such occurrence. Neither the failure nor any delay on the party of any party to exercise any right or
remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude
any other or further exercise of the same or of any other right or remedy.


 






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(m)            
Expenses. Each party will bear its own costs and
expenses incurred in connection with the preparation, execution and performance of this Agreement and the transactions contemplated
hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants.


 


(n)              
Continuation of Option Agreement.The Option Agreement shall remain in full force and effect in accordance with
its terms, except that the number of shares subject to the option contained therein shall be reduced by the number of Purchased
Shares.


 


(o)              
Counterparts; Effectiveness. This Agreement may be
executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and
the same instrument. This Agreement will become effective when one or more counterparts have been signed by each of the parties
and delivered to the other party, which delivery may be made by exchange of copies of the signature page by facsimile transmission.


 


[Signature Page Follows]


 






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


 





	 	CBIZ, Inc.
	 	 	 
	 	By:	/s/ Ware H. Grove
	 	 	Name:  Ware H. Grove
	 	 	Title:  Senior Vice President and Chief Financial Officer
	 	 	 
	 	Westbury (Bermuda) Ltd.
	 	 	 
	 	By:	/s/ Jim Watt
	 	 	Name: Jim Watt
	 	 	Title:   President
	 	 	 
	 	Westbury Trust
	 	 	 
	 	By:	/s/ Jim Watt
	 	 	Name: Jim Watt
	 	 	Title:   Trustee
	 	 	 
	 	Michael G. DeGroote
	 	 	 
	 	/s/ Michael G. DeGroote




 


[Signature Page to Stock Purchase Agreement]