Go Jack Blaine CEO Bankrupcy Dominion and Sequoia PDF

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EXHIBIT A
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UNITED STATES BANKitUPTCY COURT

DISTRICT OF COLORADO
In re
Case No, 10-24238 HRT
SVS HOLDINGS,INC,, Chapter 7
and Case No. 14-11360 HRT

Chapter 11
SEQUOIA VOTING SYSTEMS,TNC.,
Jointly Administered under Case No,
Debtors. 1024238 HRT
DECLAIZATYON OF.TACK BLAYNE

ge
I, Jacic Blaine, hereby depose and state under oath as follows to the best of my knowled
and belief:
1, I live in Lakewood, Colorado,
2. I currently am Managing Director for International Sales at Dominion Voting

of
Systems Corporation ("Dominion"), I formerly was Chief Executive Officer and a director
of
Debtor Sequoia Voting Systems Inc.("Sequoia") and Chief Executive Officer and a director
ion
Debtor SVS Holdings, Inc,("SVS"), Before that T was employed by Smartmatic Corporat
to be a
USA ("Smartmatic"), which T understand is the largest creditor of SVS and claims
creditor of Sequoia.
3. I am submitting this affidavit in opposition to the motion ofthe Trustee of

Motion and
Sequoia to substantively consolidate Sequoia and SVS ("Motion"). T have read the
disagree with its premise and several of the Trustee's central assertions,
4. I graduated from UCLA in 1967 and received a Masters in Business
Administration from the University of Detroit in the mid-seventies,
5. I spent about tluee years as an officer in the United States Navy, thirteen years at
involved in
Ford Motor Company and then nineteen years at the Unisys, a FortLule 500 company
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the manufacture and sale of business equipment, I held a number of sales-related and executiv
positions at Burroughs/Unisys, including President of Worldwide Sales and Services and
Executive Vice President. Y left the company in approximately 2002.
6, In 2004, I went to work for Smartmatic, a Delaware corporation with corporate
affiliates in Venezuela, the Netherlands, Barbados, the Dutch Antilles and the United States,
e
among other countries, My external title was "President", although X was not a formal corporat
officer,
7. In 2005, I assisted Smartmatic in purchasing Sequoia, along-established
American voting systems company going back to the late 1800s, from a company called De La
n
Rue. To my knowledge, prior to De La Rue, Sequoia had been owned by 7efferso Smurfit
Group.
8, After Smartmatic's purchase of Sequoia, I was appointed President of Sequoia for
external purposes, although I was not a corporate officer.
9, Approximately 18 months after the Smartmatie acquisition of Sequoia, the

the
Committee on Foreign Investments in the United States("CFTUS") began investigating
lan
ownership of Sequoia by Smartmatic, ostensibly because of Smartmatic's Venezue
connection and concerns about possible impacts on U.S, elections, As a result of the
with the United
investigation, in December 2006, Smartmatic entered into a written agreement
nt(without exhibits)
States government to sell Sequoia within six months. A copy of the agreeme
is attached hereto as Exhibit A.
10. In order to enable Smartmatic to satisfy its obligations to the U,S. Government,
I other members
Smartmatic encouraged Sequoia's management team to purchase Sequoia. and
company to survive.
of management were interested in purchasing Sequoia because we wanted the
2
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ement
1l, Antonio Mugica, who controlled Smartmatic, indicated to Sequoia manag
nt, Smartmatic and its
that Smartmatic would sell Sequoia to us without an upfront cash payme
ze SVS as a holding
lawyers and our lawyers encouraged Sequoia management to organi
exist until
company that would purchase and own all of Sequoia's stock, SV S did not
, and SVS was created
Smartmatic contemplated selling Sequoia to Sequoia's then-management
specifically for the purpose of that transaction,
12, In September 2007, Smartmatic entered into a Stock Purchase Agreement

ement, Pursuant to
between and among SVS, Sequoia and various members of Sequoia manag
an unsecured promissory
the Stocic Purchase Agreement, Smartmatic sold Sequoia to SVS for
contingent payments, SVS, which
note issued and payable by SVS to Smartmatic and various i
stock in Sequoia.
had no signifi cant cash or other liquid asses, paid nothing upfront for the
by SVS to Sequoia, and did
Sequoia was not a signatory to or obligated to pay the note issued
Stock Purchase Agreement
not guarantee SVS's obligations under the note. Copies of the
as Exhibits B and C,
(without exhibits) and the promissory note are attached hereto
Smartmatie affiliate
13. At or about the time ofthe Stocic Purchase Agreement, one
another Smartmatic affiliate entered into
entered into a Distribution Agreement with Sequoia and
are attached hereto as Exhibits D
a Services Agreement with SVS, Copies of these agreements
i
and E, respectively,
i~
agreed to
lA. 7n 2008, SVS entered into allote Purchase Agreement whereby SVS
of that agreement is attached hereto as
purchase the promissory note from Smartmatic. A copy
Exhibit T'.
2008 involving
15, From the agreements and promissory note executed in 2007 and
atic was well aware of the
Smartmatic entities, SVS and Sequoia, it is evident that Smartm
~j
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on of SVS at the
corporate distinction between Sequoia and SVS that arose from the creati
suggestion of Smartmatic and its lawyers,

stock
16. SVS, as a holding company, had essentially only one significant asset —its
atic —whose
in Sequoia. Initially SVS also had essentially only one significant creditor --- Smartm
not Sequoia,
primary claim vas under an unsecured promissory note that only SVS,and
tor, For all practical
executed, and in respect of which Sequoia was not an obligor or guaran
any significant involvement
purposes, the only company other than Sequoia with which SVS had
was Smartmatic,
company)
17, Sequoia, by contrast, had been (either as "Sequoia" ar as a predecessor
years. Sequoia had hundreds
an operating company in the voting systems business for over 100
s. Sequoia also had
of customers -- states, counties, cities and towns —for its voting system
g with the company's
dozens of trade creditors. Based on my experience at Sequoia in dealin
of Sequoia, they understood
customers and creditors, many of which pre-dated SVS's ownership
was virtually no discussion
that they were dealing with Sequoia, the operating company; there
Y am aware of no creditor of
about SVS. Contrary to the Trustee's assertion in the Motion,
existence of SVS as a holding
Sequoia that based its decision to extend credit to Sequoia an the
of SVS,
company owning the stock of Sequoia or on any asset or characteristic
ties. The
18, Starting at least as early as mid-2007, Sequoia faced financial difficul
cation issues exacerbated those
financial panic of 2008 and resulting recession along with certifi
difficulties.
assets, In
19. Due to its financial difficulties, in 2009 uequoia sold tvvo of its biggest
ct that it had with the State of
a July 15, 2009, Asset Purchase Agreement, Sequoia sold a contra
tion. A copy of the July 2009 Asset
New Yorlc to Dominion, SV S vvas not a party to the transac
D
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Purchase Agreement is attached hereto as E~ibit G. In an October 2009 Asset Purchase
Agreement, Sequoia sold its ballot printing business to Pro Document Solutions. Again, SVS
r~vas not a parry to the agreement. A copy ofthis agreement(without exhibits) is attached hereto
as F,xhibit H. In a June 2010, Asset Purchase Agreement, Sequoia sold substantially all its
of
remaining assets to Defendant Dominion Voting Systems Inc.("Dominion US"), A copy this
the
agreement(without e~ibits) is attached hereto as E~chibit Y. Again, SVS was not a party to
agreement. On that occasion,the board of directors of SVS approved a resolution authorizing
the transaction as it constit~rted the sale of substantially all of Sequoia's then-existing assets. A
copy of the SVS board resolution is attached hereto as Exhibit J.
20, Sho~•tly after the June 2010, Asset Purchase Agreement, SVS filed a Chapter 11
tic
petition because it had no ability to pay its $10 million unsecured promissory note to Smartma
tcy
arising from SVS's purchase of Sequoia, Sequoia, on the other hand, did not file for bankrup
protection. Sequoia had payments coming from its agreements with Dominion, which Sequoia
that
intended to use to pay its employees and settle claims with creditors, and Sequoia believed
an out-of-
more vahie could be paid to creditors, and fewer costs would be incurred, through
of SVS
court wind-down, as cont~~asted with a banlauptcy, As a director of SVS,I voted in favor
its large
seeking bankruptcy protection in June 2010 because the company was unable to pay
was
debt to Smartmatic. At the same time, as a director of Sequoia, Y concluded that Sequoia
able to
better off remaining out of bankruptcy. By staying out of banitruptcy, Sequoia would be
use
coniinue to receive payments from Dominion, mitigate damage to its reputation, and could
that money to pay employees and to negotiate settlements with Sequoia creditors.
21. Having worked for Smartmatic, Sequoia, and SVS before going to Dominion, I
Smartmatic's
am familiar with the business and creditors of both Sequoia and SVS, as well as
5
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kno~v~~ci~e of the sep~i~tcz~ss ~fthe ir~~~t> iia~star ccsXnpanies. ~I ~lit~v ~~~~t 5~sfan~ive
cons~lid~~tic~n, would be inequitable to Seguoit~'s creditors acid potentially t~ Dominion, and
would un~airl~~ betyef t 5rnartr.Y.~atic. ~eguoia and SVS w~r~ t~vo separate Gompar~ies at the tinxe
S'V~ ~i:T~d far bankru~.~cy ~~ 3:~u~e~OT.t~. ~~c~~t~~~ ~~r its prec~ee~ssc»g ~iai ~~~r~ ir2 e~st-et~c~ as an
operating company fir aver 7.00 }!gars; while SVS had been in existeizce as a holding Company
fur only t}7.ree ears. Sequo t 's creditors dealt ~~v~t}~ Sec~uai~., ~nc~ riot ~~✓it~i SV~; iti fact most c>f
Sequoia's credi~oc~s preceded ~V5'v ~vvztership c~f~Sequcii~. ~1fa~I aft~e creditors ~f Sequoia anct
5V5, S17~artmatic was the one mast .fully ~wara of the existienc~ ofbc7th companies, o~ their
rel~tzonshi.~ ai d the fait thai SVS ~~as an .ilJ_iqui~ E~oldilig company with. Sequoia as its only
asset. Sinarnnatic:pYay~c~ ari: ii~stntmen~aP ra~.e its ~rrangut,~ for ~~gua a's mana~er~~nt.t~
pt~rGYia~e Sequoia througfi. a holding ccimpany — SVS. Smartmatie took ~n secured promissory
note frofn SVS but did not require a ~uarftnte~, fxc~in Sequoia or r~c~ui.re that Sequoia. be ~~ c-v-
«biigor c~Y~ t ie note, ~r that t'he assets of Sequoia secure ar serve ~s recourse far tie note.
Smartmatic seemingly ~~vould be the only -~ and an undeserved— ben~~aiary ~f substantive
cans~~idation with the pnssibl:~ exception o£ me.
2Z. I. duela~e under penalty ofperjury ghat the fbregaing is trus and correct,
Executed an 1Vra1~c~ 20,2014

I~env~r, CCa
_v _..._._...~___.._. T _____.__ .._.__------

ck ~31a~ne
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EXHIBIT A
~Fi~ed Under Seal)
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EXHIBIT B
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STOCK kURC;1YASE ACR~ElV.I~N~
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SEQC70TA VOTTN(-SXSTEMS,TNC,
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S1YZAli.T~SA~TIC CORPOJR.A,TION
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5martmadc and Sequoia Proprietary Inforinadon; Not for llisclos
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1~'
...,.
~. TABLE OI'CONTENTS
r~; ~'a~e
,,
Alt~'XCI.-E Y p~'INIxIC3NS .....................................~.,,...,,.....,.......,..,.....,......... ,........, 2
1.X Certain befizzitions................... .......................................................... 2
~.2 Terms pefined Elsewhere in this A~teement................:........................... R
r~~
1.3Other De~inition;al and Interpretive ~vlatters ........ ................................. 9
f~ L~RTTCLE IX SALE AND ~'U~RCHASB Q~ SH.ARCS.............................~.,.,,,.,,..,,.,,,.., X J,
~. 2.l Sale and Ruchase oP Shaxes .................................................................... I1
ARTrCI.E TII PUItCT~1S~ COT~SZD~~ZATXC}N ...........................................................11
~ ~ ~.1 Purchase Consideratio~........................................................................... ~1
3,2 Payment of Purchase Considaration ...................................................... l l
~~i 3.3 Liquidity went Mazza OUt Payments ........................................................ Z ~
Selling Stocktaoldex's Contingent darn Qut.............................................13
3,A
~~; 3.5 darn Out on New In~vestment...................................................................1~
,~ ARTICT~ TV GTASTNCr AND T~RMTNA~XON,.~..........................:....................~.,.....15
,I ~.1 Closing Date............................................. .................,.....,............,,.... ~5
~l.2 Termination of A~;z'eeznent.......................................................................15
~' ~}.~ProceduxeUpon'lYormination...............................................................16
4.~- Effeat of"Cermination.~ . ,,,.,,,~,..~„ ..........................................~.,~~~~,~,,,~, ~6
'"" AKÌ'XCT,E V ~2EPRES~NTATIOI~S A.ND W.~~TtRANTi~?S RECATtDING THL
~ COXvIPANY..............................................................................................16
S,i Organizatzo~z and Good Standing; Subsidiaries .......................................16
S.2 Authorisation of Agreement....................................................................17
5.~ Conflicts; Consents of`~'hirdparties,,,,,,,,,,,,,,,, ,,,,,~„~........,.....................18
r-'
~ 5,~ Capitalization .....................~„~.,,,.,,,~,,..,,..,..............,.,..,......,..,........,,,..,,,,, X8
S.5 financial St~tements ,,,,,,,,,,,,,,,,,,;,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,~.~.,,,.,,...,, ~8
~ S.6 No Ur~dasclosed Liabilities.......................................................................19
5.7 Absence of Certain Developments......... .........................:....................,.,19
1 5.8 Ta7ces.......................................... .........................~.,.,,..,...,,,,,,,,.,,.,.,,..~.... 19
5.9 Real Property .....................~,,.,.,,,,.,,,,.,,.,..,.,......,.....,...,.,.,......,..,..,..., ,.,, .20
r,
},. .~ 5.10 Tangible ~ersanal Pxoperty....................... .................................... ......2p
5.11 Intellectual Prapertq .................................................................................20
ii
third Parties
'"'""~ ~ Smartmatic and Sequoia Proprietary rnformation~ Nol foY Disclosure to
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~! ' ~ TA~X~~ 0~'COlV'X'~NTS

(Con.t~~aued)
+~
............... 20
'~ 5,12 Matexial Coratracts.................... ............................................
r ..... 21
5.13 Employee Benefits Plans ..................................................................
................ 22
~' S.1Q~ Labor........................................................................................
,, .,.,,...,22
5,15 T.itigataan............:.....~„~~,,,,.,~,,,,.~,,,........_,,.............~.,.,.,.,,.,...,..,..,,,,.
... 22
5.14 Gam~liance with X..aws; Pezmits ......................... .................................
I .. 22
5.17 ~nviroumental Matters......................................................................
i'..~ ................ 23
5.18 Pinancial Advisozs ..................................................................
;~ .....................23
S.1.9 No OtY~ex~2.epresentations oz Warranties; Schedules..........
THE S~T~T.TNG
~; .A.~t'~~XCS~~'V~I ~PRLSErI'TATIONS AND ~l'~XZZt.t1.N~'IES Off'
STOCXC~TOX,bER ...................... ........... ........... ........... ............................. 24
2~
6.1 Organization and Good Standing......................................~..,,.,.,, ~ ...,...,,~
.,.......,...24
'~ 62 Authorization of A,greement.................................,,..,,.......,......,.
......................25
r• 6,3 Conflicts; CdnsenGS of'S'hird Parties.......,....~....................
.............................25
~'. 6,~ Ownership and Tr$nsf~r of Shares..............................
,,......,.,.,.......,......25
-~ 6.5 Liti~atio~a..........................................................~,,.,,.,..,,
..... 25
6.5 Finanalal Advisors ............................................................... ...........
~-, 6.7 No Posti-Closing ~vcmez'shi~ Intarest ...................................................~..26
.......... 26
6.8 No Other 12elationship ..................................................................
............ .. .24
~, 6.9 Accuracy O:F Company Representations.................................
O~ Tk~E
Al2'Z'ICL~ VTI R:E~~,S~fiT'X'ATTONS AND WART2.ANTJ~S
PURCHASBR t1ND U.S. STOCT~TO~.D~~tS ........... ............................. 2G
26
{ 7.1 Organization and Crood Standing.....,....~..................................................
..2G
7.2 Authorizatio~ofAgreerrx~nt ..................................................................
. 27
7,3 Conflict; Consents of Third PartieS.......................................................
.. 27
7,4 T..itapation................................................... ............................................
.; ..............27
7.5 Tnvasiment Intentiozl ..................................................................
...........~. 27
7.& ~inanciAl Advisors ................................... .................................
.............. 28
• 7,7 [Tntex~tzonAliy Omitted].... . .................... ........:........................
......... 28
7,& [Tntentiozially Omitted] ..................................................................
iii
tlal business information, voluntari)y providui, which

Please note that this information constitutes coufiden
is exempt from disclosure under the Freedo m of Informarion Act ("FOTA"), 5 (J,S.C, §522, 'Phis
—,
that, pursuant tq Section 723(b) of the Defense
informaliou is hereby being submitted nn the basis
tl~e Committ ee on Foreign Investm ent in the United States ("C~C~S") will treat this
Production Act,
ion that is exempt from disclosure under FOTA,
_ information as con#idential business informat
~ Wo 797153.3
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91
".'..,' ~ xABL~(~T' CONTENTS
~'
fy 't 7.9 Condition of ate Business ........................................................................ 28

7.~0 Sale and Security A,~ceexn~z~t................................................................. 28
'7.1YU.S. Stoakholders....................................................................................28
7.X2 No''Undisclosed ~'rincipal ........................................................................ 28
r~
~ A.~Z'z'XC~,~'V~ CO~IENAIVTS....... ................................................~..........,........, ..,...28
8.1 Access to Xnformatzon ..............................................................................28
r•: ..
8.2 Conduct of the Busuiess Pendin the Closin .. 30
''
,. 8.3 Consents..,~.................................................................... ...............~,,..,.,,. 32
. _.
$.4 RegulatorgApprovaIs ..............................................................................32
8.5 ~'urthex ~ssuranccs... .................................................... .......................... 33
... [~tentionall~ Omitted].................................... ....................................... 33
$.6
~ 8,7 [Intentionally Omitted~ .................................................................. . ...... 33
~~ ~ 8.8 ~'resexvation o~ ~.eeords .....................................~,..,,,...........,.,................, 33
i
f. x.10 [Xntentionally amitted~ ............................................................................34

8.11 Insurance .................................................................................................. 34
'""" 8,12. Dzsclosuxe Schedules; Supplemez~tatiot~ amd.Amendment of
Schedules ................................................................................................. 34
~. 8.13 Non•SoliciCatiott............. .....................................................................35
j 8.1A~ Proprietary Tntalleetual I'rapeity.............................................................. 36
~.., 8.15 Sale and Security Agreement......:.......................................................... 36
.! &.X6 Sale of Note of Unsecured Promissory Note; Right of First ~tefusal ,,.,,, 36
8.17 Covenants of l~u~cehaser.............................................................................. 37
~~•~
8.18 ~J.aizie Tan-eorrz~etition and Non-solicitation ......................................... 39
8.19 No Adverse Actions............................................................................... 41
No Contral ................................................................ .'....,.........,.,,.....41
&.2Q
ARTIG~.E IX CONDITIONS TO CTASTNC~ ................................................................ 41
9.1 Conditions Precedent to Obligations of Pctxchaser ..................................4~
9.2 Conditions Precedent to Obligations of the Selling Stockholder............. 42
iv
provide, which
Please note that this information constitutes confidential business information, voluntaz•ily
S U.S.C. §522. This
~~., is exempt from disclosaro under [ha Freedom of Tnfotxnation Act ("F0~1"),
of die Defense
infoimnti4n !s hereby being submitted an Wa basis that, pursuant to Section 7?,1(b)
ZnvesGnent in the CJniled Stags ("CFNS" ) wi[I treat this
Production Act, the Committee an Foreign
~07A,
jnformatiou as confidential business information tUat is exempt from disolgs«ra under
W079/153.3
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91
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~`~ ~ ~ TABLE OX+ ~ON'1'TNTS
(Continued)
~'i
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1
~.. ... ......... a3
~ 9,~ ~zustration of Glosin~ Conditions................................................
r
ARTICI..~? X INDEM~J'~IFICATION............................................................................... A3
~:
~ I0.1 Su:rv~val of Representatio~as a~ad Warrantias............................ ............... 43
10,2 Tndemni~catlon by Selling Stackholdex .................................................. 44
10,3 Tndamnification by ~'urc}aasex .................................................................. 44
~ 10.4 TndaznrLifiaation'Procedures ..................... ..............................................:45
~'~' 10.5 Certain T,imitations on indezniiification..............................................:.... 47
i;
:. 10.b Tax Treatment o~Xndemnity Payments ...........~....................................... 4'7
10,7 [T~aten~tionally Omitted] ................. ........................................................ 47
fr.:; Exclusive Remedy ................................................................................ ~7
10.8
"; ATtTTCLE Xr PUT RZa~3T............................................ ............................................... 48
E
11.1 Put Right ......................................................................................:..........48
i_.. Alt~'TC'X..~ X~ ~V~SSC~]..~,ANE~US .................. ........................................................... ~8
~- X2.1 ~'aymez~t of Sales, Use or Similar Taxes,,,,,,,,,,,,,,,,,,,,,,a,,....,..,......., ,......, 48
—' 12.2 Expenses ................................................................................................. 48
1Z,3 Submission to Jurisdiction; Consent to Service of Process ,..,................, ~}9
r• 12.4 . Entire Agreement; Amendments and Waivers ........................................ 49
12.5 Governing L,aw ....................................................................................... 49
~~ _. ~ 12,6 I~Tatices ......................... ' .,,,,.,.....,., ,.~ :.........................,..,..................., 49
12.7 Severability .........................~....,..,.,,.,,,...,....,,........................,,...............50
~'- : 1.2,8 Binding ~ffeet; Assz~nment ..................................................... S1
Z2,9 .
...............
Nora-Recowrse ................................ .....,....,.,........,..,,,..,.,... ,.,.....,, 51
-~ 12,0 Goun~terparts ............................................................................................. 51
12.11 ~(7.5. Stockholders' Representative .......... .................. .................... S2
iZ.12 Conditions Subsequent............................................................................ S3
;,
~~ v
i Planse note that this information constitutes confidential business [nformation, voluntarily provided, which
is exempt from disclosure under the Freedom of Informadan Act ("~'QTA"), 5 T7,S.C. §522, ''his
—, Dafense
• information is hereby being suUmitted on the basis that, pursuant to Section 721(b) of the treat this
Production Ac[, the Committee on ~oraign Investment in the '(J'nited States ("C.FZUS") will
information as confidenUs! business information that is exemptfrom disclosure under ~QIA.
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~xh~br~s
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exhibit A -~ farm of Tempoxary Servicing Agreement
Exhibit 3,2 — Foim of Unsecured ~'ronussory Note
~1 ahedules
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Schedule 1.1(a) S~norvledge of tk~~ Company
Schedule &.2(b)(~) Existing Discussion Parties
I( Schedule 8.17{b)(v)(~) &xecutive Compensation Levels
pisalosure Schedules
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business information, voluntarily provided, which

Please note drat this information constitutes confidential
of Informat ion Act ("PDXA"), 5 'U,S.G, §522, This
is exempt from disclosure under the Freedom pursuant to Section 72l(b) of the DGfeose
information is hereby being submitted on the basis that,
on Foreign InvesUn ent i❑ Qie United States (°CFIUS") will treat this
~'roduction Act, the Committee re under ~'OTA.
is exempt from disclosu
• ~,i--. information as confidential business information that
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STOCK P~CJRC~AS~ .AGREEMM~~I~IT
~~~' This S'~OCK PURCHA.S~ AGREBMENI',(the "Agxeenaent"), dated as

of September ~8, 2007, b~ and amarag SVS Holdings, Tnc., a Delaware cnrporaClon
("Purchaser"), Segupia Voting S~sters~s, Inc., a Delaware coxporatipn (the "Company"),
j; Smartm~atic Corparatian, a Delaware corporation (the "Selling StocI~holder"), and, solely
'~ ~ far pt7rpases of Sections 3.3, 7.x.0, 7.11, 7.12 and (in the case of Blaine only)Section 8.~8
of this Agreement, Jaok Blaine ("$la~lne"), T'eter IvtclVSanemy ("Mc~fanemy"), Howard
r Cramer ("Cramer"), Pbil costar ("Foster"), bougtas H. Wainel ("VVei»e]"), Waldeep
~ ~ Singh ("Singh"), Briau G. ~,iern~An ('ZMerman"), Lawxence 'V`J. Korb ("T~oxb"), Edwin
Smith, III ("Smith"), Michelle Shafez ("Shafer"), Randall Elder ("~+lder") az~d'Z'hoznas
Foster,
E, feeling ("~eel~ng" and, c;nllect~vel~+ with Blaine, IvXcManemy, Cramer,
Wcinel, Sznglt, ~.,iezxn~an, Korb, Smith, Shafer anc~ Elder, the "U.S. Stoel~hol ders," and,
with the Purchase r, the Comipan y and the Selli~~ Stocl~hol der, the "Parties "
r. collectively
e herein
azad eaCbt, a "Party"), Gapitaliz~d terms used herein and not otheztiv~s defuaed
sh~.il Dave the respective meanings set forth in Section 1.1.
,~..
I': WXTNESSE~'H:
WHL1t~,A~S, the Company is a wholly owned Subsidiary of the Selling

a par
t^ Stockholder, rr,~hich owns 1,000 shares of the Corgipany'S camrnnn stock having
(the "Commo n Stock") constitut ing all 0~ the issued and outstandi ng
value o~ $0.001
~.. shares of capital Stock of the Company (the "Shares");
'W1~E~AS, the Salting Stockholder is a who~~y owned Subsidiary a~
("Smart~natic
~, Smarkmatic '1nt~rnation~al ~oldiug, B.V,, a Netherlands caxnpa~i~
~ ~ ~oldin~„),
WHEREAS, Smartmatio ~Tolding, the Company, the United States

and the
~ ~ 17eparhnent OF rustice, tiae United States DeparW~~~it of ~-Iomelaxid Security
entered into that certain Sale and Security
~ ~(7nited States Department of ~'reasury
nt"), pursuant to
Agreement on 17ecember 1.5, 20Q6 (the "Sale anr~ Secariity A~reenae
which the Srnaxtu~atic Halduag is obligated to accompli sh tkas final Sale (as defined
r
thexein) of the Company ;
~VHF~It~A.S, the Purchaser is r~holly owned by the t7.S, Stockholders;

is
~ll~i~AS, the SeJlinb Stockholder desires to sell t4 Puzcl~aser, az~d
fox the purchase
r~ purchaser desise,~ to purchase from khe Selling Stockholder, Ghe Shares
and condition s hereina~t ez Set forth (the "Stock Sale"); and
price and upon the terns
~I ~VVI~E~2EAS, the Stgc~ Sale constitutes a Final Sale as such term is defined
t and
! irx the Sale and 5ecuxiry Agreement and, pursuant to the terms of flits Agreemen
nation of the Stock. Sale, "Smartma tic," as defined zn ttze Sale and
upon tk~e c4nsurri~
i, t
~'leese Hate that this informau~n constitutes confidential business informatio n, voluntarily provided, which
from disclosure under die FreedorA of Informatio n Act ("PptA"}, 5 U,S,C, §522, This
-i is exempt 721(b) of the 17efense
information is hereby being submitted on the basis that, .pursuant to Section
("Ck~7S") wi11 treat this
Production A.ct, the committee on Foreign Investment in the United States I'OIA,
information ~s confidential business information that is exempt from disclosure undar
'' i W0 797153.a
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91
r~
~.~ ~
cably severing any

i Security Agreement(which includes the Se]ling Stacicholder), is ir~'evo
includi ng outstan ding shares, ins ~d to the Compa ny,
and all ownership itztexest,
~-
f ~ NOW, THEREFORE, in consideration of the premises and the mutual
a~•ee as follows:
covenants and agreezner~ts hereinafter contained, the ~'arties ktereby
~~
~ ARTICLE X
''- I~~FYIJ'I'I'IONS
1~
1.1 Certain Definitions, l~or purposes of this Agreement, the following
r terms shall have the meanings speca~ed i~a t~'tis Section l..l:
Person that,
"Affiliate" paeans, with respect to auy ~?ersot~, and othor
diaries, controls, ox is Goz~txol ~ed by, ox
(; directly or indirectly through one ox more intezme ing the terms
"contr a]" (includ
iy under common contrpl wzth, such Person, and the teen d~zectl y or
with") means the possess ion,
"contrallec~ by" and "under common control s of
cause the directi on of the manager ncrat and policie
indirectly, of the power to direct or se,
h awneTs hi~ of voting securit ies, by contrac t or otherwi
such person, whether throp~
sory
-- "AnciJla~y Agreen~e~nts" means, collectively, the Unsecured Promis
the Tempor azy Service s Agreem s,~t.
Note, the D3stributiori Agreement and
l banking
(~~ `Business Dad" means any day of tl~e year on which nationa
to the public for coz~duc tirig busine ss and are not
in:stituti0a~s in I~Tew Yor~C axe open
regaared ax authorized to cross,
r'
"CFIY7S" means the Committee on Foreign vestment in the United
States.
d.
"Code" means the Internal Revenue Code o~ 1986, as amende
dness,
r "Common 5taek Eq~tt3~valent" means any evidences of indebte
ible ]nto or exchan geable for, with or
~ shares o~ stock or other secuz'ities that ~z'e convert Gammo n
Tation in casks or propez~ y, shares of
without payment of additional eonside or other
as applica ble, and anq options , warrant s
~'~, Stack ar Purck~aser Corruc~on Stock,
aoquire shares t~f Common
y ~ securities or rights Co subscribe for, purchase or otherwise
or any of the foregoing, in each Casa
Stock o~ Puxclaasez~ Common Stock, as applicable,
wk~ether or not unmediately exercisable.
,~•~!i
Pxaperiy, other
"Cornpamy bntelMectual Property" means all TnCallectual
ped by the Company.
r~~ Haan the Prop~7etary Intellectual Property, used, owned ox develo
2
inform~tian, volunUtrily provided, which
Please note that this information constitutes confidential business
under the freedo m of Tnforma don Act ("POTA"), 5 U,S.C, §522, This
~--~ is Exempt from disclosure to Section 721(b) of the Defense
information is heraby being submitted on the basis that, pursuant
the Committ ee on Foreign Investm ent in the united States ("CFIUS") will treat dais
Froduetipn Act, disclosu re under POTP..
informat ion that is exempt from
.~ ~~ information as confidential business '
...:' i WO 797153.3
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91
- j
~, ~
f~~'
note, bond,
"Contxaet" means any written conkract, agreement, indenture,
ma7ctgage, loan, inshwnant, lease, or license.
of the
~ "Controa" or "Co~atz'oAed" has the rnear~ing given in Section 721
of 1950, which is coded at SQ App. U.S,C. § 217Q, and its
.Defense Pratiuetion Aek
r~ implementing regulations, wl~cb~ ate codified at 31 C.F,R,Part 800,204.
for all
"CPI Index" means the U.S, city average consumer ~rtce index
all items most current ly repotte d b~ the X7,5. Bureau of S.abox
;'~ uxban consumers and for
as may be specifi ed in this
~' Statistics as of the end of eacb~ ca~~ndar year ax such othex date
r,. Agreement, ., ,
' "DistriN~tition Agreement" means the bistribution Agreeme~rt to be

negotiated by t~Ze parties in good fazth prior to the Closw.g late.
~--
Outs
"darn Oat Payments" means, eollecti~vel~, ~.ic~uidity Event ~~zn
and Nevv T~veshnent Darn Oats.
r~
After
i ~ "ETiYTD.9~" meazts with respect to auy Person for any period,(a)Net
in each case, to the exkent deduct ed i.~ detezmx ning net income fox
Tax Income; pXus,(b)
zi[ amortizatior► and de Preciatio n all
'~ ~ suck► pexiod {) i{ interest oxPerases and (~)
i taxes.C)~
calculated a~ a consolidated basis in accozdance with G~1A.P.
~" "En~vironm~ratal Law" means any applicable Law GurrenYly in efFect

resources, including the
relating to the protection of the environment ox natural
and ~.iability Act (42 U.S.C.
Compxehensive ~nvironment~.l ~tespouse, Compc;nsation
13canspo z~tatio~ . Act (~9 CJr.S.C, App. § 101 ,e~
i § 96Q1 et se . ,the ~Tazardous ~Vlaterlals et se ,.the Clean
atian and ~Zecove zy Act (Q2 CJ.S,C. § 69Q1
se . ,the Resource Consezv
et se . , t~~e Cleau Air Act (42 U".S.C, § 740 ~~ Cite
Water Act (33 Y7.S.C, § 1251
,and the Federal Insecticide,
~~ Toxic Substances Cgntro] A,ct (l.5 Lr,S.C. § 260J. et se
as each. has been amended and
~ - Fungicide, and Rodez~ticide Act (7 i7.S.C. §X36 et se .,
the regulatio~as promulgated puzsuant thereto.
r.
~ ~ "excluded Matter" means any one or more of th:e following:(~) the e~~ecC
securities or fiunancia~ markers
of any chazag~ an the United States ox foreign economies or
ly affects any industry in which the
' in general; (ii) the effect oP any change that general
i; change aris9ng zn connect ion with earthquakes,
Company operates; (iii) the effect of crag
ge or ter~oris zn or militFu y actions or any escalation or
hosta]ities, acts of ~vvax, sabota
r-'
ng airy such hostilit ies, acts pf war, sabotag e or terrozism or mi3itaty
. ~ material worseni of
the effect any action taken by
of
actions existing or underway as of the date hereof;(iv)
Purchaser ox its ~liates Frith respect to 'the transac tions contemplated hereby or with
resulti ng from the public ana~ouncement of this
respect to the Company; ax (v) any effect
terms of this Agreem ent ox the consuxnmatidn of the
AgXeeznent, compliance with
~ 3
ion, voluntarily provided, which
Tease ngte that this information constitutes co~dential business informat
exempt from disclosur e under the Prredom of Informa dan Act ("FQIA"), 5 U,S,G, §522, This
'""' is 721(b) of the Dcfensc
information is i~ereby being submitted on the basis that, pursuant to Section ("C~T[JS ") will neat this
~'roduction Act, the Committee on Foreign Investme nt in the United States
ial business informat ion that is exempt from disclosur e under PDXA.
i information us confident
~ W0797151.3
~~

91
~.,fi '•
~~ ,...
~, transactions contemplated ley this Agreexne~t; provided that
no ~tdemnified NTatter s~alY
constitute an Excluded Satter,
~" in the United
"~AA.P" paeans genezalZy accepted accounting principles
States as of thhe date hereof.
~~'~ l or
"Go~ver~~e~ttal Body„ means any gor~er~,~aent ox •governmenta
ision thereof , whethe r federal , state, Iocal ox
t~egulatpxy body thereof, or political subdiv or arbitra tor
y ox authori ty thereof , ox any court
!~~ foreign, pr any agencq, instrumentalit
(public ox private),
(i) the
'`~ "Indebtedness" of any Person means, without duplication,
accrue d and nn~aid interes t in respec t of
principal of and, accreted value and ced by
for money borrow ed and (B) indebt edness eviden
(A)~n~ebted~ne5s of'suah T'erson payme nt of which such
other similar insizum ~;nts for the
zaotes, debe~.tuz'es, bonds or
Person issued ax assumed as the
.I ~exson zs responszble or liable; (ii) all obligations of such
obligat ions of such Person and a31
de~~~red purchase price of property, all conditional sale ent (but excluding trade
an agreem
~ oblxgal~ons o~ such Person under any title retenti
t liabilit ies); (iu) all obligations of the rypa
accounts payable and other accrued curren vc~hieh such ~'exson is
of any ~erso~ s the payme nt of
referred to in aluuses (z) ttuough (iit) oz' otk~ecovise; and
indiXec t~y, as obligo r, guaz'an tox, surety
responsible or liable, directly ox
E (i~) all obligations of the type referred to in clauses
(i) throug (iz~) o~ other Persons
h
~exson (Whether or not such
secuz'ed by any Lien on any properCq ox asset of such
obligation is assumed by such ~'ersou),
ies relating
"Xndermnified 1V~atter" means (i) any civil or criminal liabilit
s) of Sequoi a Voting System s, Tne,
i~ to ox arising out of the ~aderal grand jt~y investi~ation( includ ing, but not limited to,
of rlorida ,
in fire U.S. District Court of the Southern District respon ding to and
on or after the Closin g bate in
tiny reasonable expenses ineuzred
and (ii) any violation b~ Selling
subpoena in eonneakion with any such investigations
m~n~
StoeZctzolder ox its stoekholdecs of the Sale and Security Agree
the aggregate
"Initial k'urel~asex Cozurao~t Stock" means, at any time,
on Stock issued at ox prior to such time to the U.S.
shares of 1'urchasez Comm
oldeXs),
r..., Stockho~dez's (whether or not then held by the U,S. Stockb.
arising from
~ "~z~te~lectuaX ~ropexty"means al] intellechaal pzoperty rights
ing; (i) all paCents and applica tions therefo r, inaludin~
or in respect of the follow
or ceis5ues of patent applications and
r continuations, divisionals, continuations-in-pact,
arks, service marks, trade
patents issuing thereon (colleative~~, "~'atetnts"), (ii) all tradem et domain names and
logos, Intern
names, service nQmes, bz'and parries, trade dress righCs, any of the foregoing, avd all
caiporate names, toget]ae~ with ttz~•goodwill associa ted with
ls khereof , (eollec Cively, "lVXar ks"), (iii) copyrights
Applications, registratiazzs and renewa
4
tial business infarmatian, voluntarily provided, which
Please note that this information constitutes confiden
is exempt from disclostue under the. ~reeda m of 7nfarmation Act ("POTA"), S U.S,C. §522, This
i
the basis that, pursuank to Section '721{b) of the Defense
'~ infpnnatian is hereby being submitted on
production' Act, the Commit tee on Foreign Tnveshx~~nl in the '(7nited States ("CFlTIS") will treat this
• from disclosure under FOIA.
~~ informudon as cpnfidentiat business information that is exempt ,
....• ;~ ~ WQ 797159.3
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91
,...,,~r.
~,
and mask woxJ~ rights
~~ and reglsUcations and app]icatior~s therefor, words o£ authorslizp
(oglieci7ivaly, "Ca~~rig~ats'~ and (i~v) all So~'twar e and Technol ogy,
r...
°SIRS"means the United States ~atemaa Revenue Service and, to tlae e~tez~t
relevant,the United States Department o~Treasury.
r'
"Knowledge o~ t]~e Company" means the actual ltnovc~ledge of those

'~~`~
l'erson~ ident~f'ied ors Schedule 1.1la), vv~thout independea~t investigation.
"~nawledge o~ tk~e SelYing Stoel~holdex" means the acEual. knowledge of
An.Gonio Magica, without independent investigation.
~_...
' "Law" means any, foreign, federal, state, ltical law, statute, code,
ordinance, rule or Xegulatifln,
~ "I,egaX Proceeding"means and judicial, adr~.inistratiW~ ar arbitrai actions,

ental Body.
st~3ts ox proceedings'{public or private) by or before ~ Governm
i~
• ~ "~,~inb~lity" means anq debt, liability ox obligation (wk~ethex direct ox
dated, ox due
~~ indirect, absolute ar cozatingent, accrued or unaccrued, liquidated or tttiliqui
all costs and expense s relating theretp.
4~` oz to become due)and including
"~,ie~u" means ar►y lien, encumbr~wce, pledge, mortgage, deed oP trust,

t,servitude ar
secuziCy uxterest, claim, lease, charge, pption, right of first xefvsal, easemen
• transfer restriction.
~• "Liquidity CWent" means the occun~ence of any of the followiung aftex the
ldexs (including b~
Chasing and prior to Tune 30, 2012: (i) the sale by the ~J',S. Stockho
otherwi se, in a single transact ion or series of related
~~ mergez~, consolidation ox
of of the T~nitial Yurct~as er Commo n Stank, (ii) the sate by Purchaser
~-~ l~&~sactions) ali
single transact ion ox series of
~ (including by merger, consolidation. ox otherwise, in a
(iii) the sale of all or substan. tialiy all of
related transactions) of ala of the Common Stock,
or (i~v) the dissolut ion ar 1ic~uida tion of the
kh~ assets o~ the Company by any Person,
~urck~aser.
ti- "IY.Caterial Adverse ~£tect" means a material adverse effect an {a) the
of the Company or
! business, assets, pxgperties, results of operations or financial condition
y to consuzn mAt~ the transact ions contemp lated b~ this
(l)) the ability of the Compan
case, other than an effect resultin g from an Exclude d Mattar,
(~ A~re~ment, in each
1 far any
"Net After Tax Tncorae" .means with respect to an}~ Person
consoli dated net income after taxes, as detezmi ned in accorda nce
~-~ period, such p'erson's
with. GA.AP, fox such period.
'y 5
i.
Please note that this information constitutes confidential business information, voluntarily provided, which
is exempt from disclosure under the Freedom of Informat ion Act ("~OXA."), 5 YJ.S,C. §522. This
r• on the basis that, pursuant to Section 721(6) of the pefense
informat ion is hereby baing submitte d
Production Act, the Committ ee on Foreign Investme nt in the TlnIted States ("CFT[IS") will peat this
InTormatioa as confidential business information that is exampt iiom disclosur e under ~'OTA.
'
-.- 'WQ 797153.3
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91
r.
~,
i! "Order" means any pxder, injunetian, Judgnaer~t, deczee, xuting, writ,

assessment or arbitration award of a Governmental fiody, .
f-, of
l. "Ordinary Cowrie of Bu~siuess" means the ordinary and usual course
past practice, except that
nozmal day-to-day operations of the Connpany, consistent with
there shall be uo payments of Setting Stockholder's obligat
ions incurred on or after
s of cash oz assets o~ the Company
~ ~ Se~teznbex ~, 2007, or other duect or indirect transfer
tes othex than for expense s incurred pxior
to Selling Stockholder, its pxinaipals or ~i.,ffilia
~m to September ~,2007.
(;
"I'erzn~tts" means any approvals, aathorizatioras, eo~asents, licenses,
~ permits ox cei~i~icates of a ~rovez~nmental Body,
~,
"Permitted exceptions" mezras (i) all defects, exceptions, zestxictxons,
ce other
r easements, rights of way tt►id enc~tmbrar~ces disclosed in policies of titic insuxan
ing to debt obligat ions, and (U) and other
than (a) deeds of trust or other Liens pertain
wit~iin tee (10} busines s days after the Coz~pa ny provide s
items objcc~ted to b~ Purchaser
the applica ble title compan y; (ii) statuto ry lens for cuxrent 'S'axes,
a title report issued by
the amount or validity
assessments or other governmental chaxges not het delisAqu~nt or
iate proceed ings, provided
of which is being contested ux good faith b~ appropx
by the Compa ny and are reflecte d ~iz~ the
appropziate xeserves have been established
ionally omitted ]; (iv) zoning, entitle ment and other land
financial Statements; (iii) [intent
ions by an~ Govern mental body; (v) tide of a lessor under
use and environmental regulat
ny and Selling Stocithotdar
i' a capital or operating lease expz'e5slp disclosed by the Compa
title, charges, easements,
under this Agreement; and (vi) such other imperfections in
result in a Materia l Adverse Effect.
restrictions and encumbrances wh3.ch would not
~~:
"Permitted Minority Sale" means the initial transactions) constituting a
or othez~wise) a~te~ the Closing
~.., sale by t'he Purchaser (including by merpsx, consolidation
than 20~1a of the P~chas~r Common Stock
~ and prior to June 30,, 2012 of not more
such sale to a purchas er other than a CJ,S, Stockholdez in
outstanding after giving effect to
exchange for an aggrega te conside ration of at least $3,OQp ,000 (on a pro Taped basis for a
sale pf less than 20°!0 of such stock}.
liabilxry
"Person" means auy individual, cAzpoz'atXon, partnership, limited
y, trust, uninco~poz'ated
j company, firm, joint venture, assoe3atio~►, joint-stock compan
'' organ~zat~on, Govemzr~eaatal lady ox oth~x entity.
~' "Past Dilution ~'ercentage" means, at any time after a Permitted Minority
then held by the U,S,
~ Sale, the greater of(i) the percentage of Pnxchaser Cornrrzon Stock 3,3(e) of the
(iu) of Section
Shareholders (and theiz' transferees refe~ed ~to in cXause
aggrega te at suc~Z time after giving effect to such
de~uution of "Liquidity went") in the
8Q%a, unless Reznlck , Grant '~'hornl on or an adviser
Pe~nitted Minority dale and (ii) ng in a
ing jpintl~ selecte d b~ the ~a~ties , determi nes sixch sale resulti
sinnilar to the fot'~go
busincs~ informa8on, voluntarily provided, which

Please note that t►~is information constitutes conf"idenHal
the Freedom of Informat ion Act ("POIA"), S U,S,G, §S'L2. This
~" is exempt from disclosure undez to Section 721(b) of the laefanse
information is bersby being submitted on the basis that, pursuant
the Committ ee oa T~oreign Tnvesune nt in the l7nited States ("GFNS") will treat this
Production Act,
ion that is exempt ficom disclosu re under FQL1,
information as co~dential business inSormat
W0797153,3
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91
,--,
i '1 ~,
ve Go th~8 F'uxcb.aser or
~'ost Dilution Percentage o£ less than $0% is oz will be accreti
necessary for the ~'urehas er to continu e as a going concern ; pxovide d, furth~, that the
'costs of which evaluat ion Will b~ borne by the Compan y.
~~
i~
"p,roprieta~ry Intellectual Property" mearxs aU XateAectual ~'ropexCy
es (other thau the
~~'i owned ax devalo~ed by the SeU~ng Stdckhglder ox any of its AfFliat
but gat limited.to ail intellex tual propert y ax'9sing from ax in respect
Company),including
lator c~ xxansz~itter
o~ the edge YT, Plus, Advantage S'lus, ~Tybrid Activator, Accumu
to time pextaini ng to the
'~` (I-~AA.T) and XXA.AT Listener and all peripherals firom tzme
foregoing,
the
"Fuxchas~r Common Stocl~" means shares of common stock of
Purchaser having a par value of $0,001,
any and
t"~: °°So~twvaxe" means any and all (i) com~utsr programs, izlcluding
logies, whether in
.' all so~twars irnpleme~tations of algorithms, models and methodo all
and cpmpila tiu~s, includi ng any and
source code or object code, and (ii) databases
oth;ezv✓ise,
~' data and co]lecEians of data, whether machi~ae zeadab~e or
VNit12 TeS~7eCC tP c1I1~ 1'01fSOXJI, HXlly
~~~+gbS1C118T~"~r OT "S~Ik~SI(~IATXC5" TIl~a115~
share capital, voting secur~txes or
r~ otlt~ex Person of which a majority of the outstanding
directly or indirect ly, b~ the Pcrsott first referred
other voting equity interests are owned,
ta,
IQC~ Ox ~OTCJ.~ taXP.S~
~~T`dX'~ OT f4~~CC8'~ TI1CilIl5 ~l~ i11~ ~C(ICT~~ Sf1tG~
zg all yet income, gross
eJ~arges, fees, imposts, levies ox other ass~smsnts, ineludiz
use, ad valoxem , valve added, txansfer , franchise, zno~its,
(~ receipts, capital, sales,
employ ment, soczal security. ,
inventory, capital stock, license, withholding, pa~xoll,
ion, propert y and estimat ed taxes,
unemployment, excise, sever~nca, stamp, aceupat (ii) all
charges o~ anq kind whatsoe ver, and
(' customs, duties, fees, assessments and d by any. Taxing
to talc or additxon ttl amount s impose
i intexest, penalties, fines, add'ztaons
wit11 any ztem describ ed in clause (i),
Authority in connection
r~ Body
~ "Taxing AtXthority" mans the TRS and any other Governmental
xes~ansible fox tie admiz~ist~ation of any ~'ax.
I~ be filed
i "~~ Retarm" trzeans any returza, report or statement rewired to
any attachm ents therato, and any aa~ez~d ment thereafl ,
with respect to any Tax (including
claim fox refund, amende d return or declarat ion of
~^ incXudi~ag a~?y ~nfoz~makian return,
d, combined, coasolxdated or
estimated Tax, and including, whew parnvtted or requixe
tha Selling Stockhplder or and of
unitary returns fox any group o~ entities that izzc~udes
! their Affiliates.
7
information, voluntarily provided, which
Please note that this information constitutes cpnfidential business ion Act ("~QTA"), 5 U.S.C, §522, This
(s exempt from disclosur e under the Preedorn of Informat
information is hereby being submitte d on the basis that,'pur suant to Section 721(b) of the Defense
r` nt in the Y7nited States ("(:i~IlJS") will Great this
l7rpduction Apt, tha Committee on foreign Investme disclosur e under ~QTA.
informfltion as confidential business informat ion that is exempt from
'— W0797153.3
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i i ~ _

91
,:
c
.~ "~'ee~~alagy" means, GOuCCtx'VC~~, atl information, designs, formulae,

and
algozitl~nms, procedures, methods, techniques, ideas, knor;v~how, research
develo~mant, technical data, programs, subroutin es, tools, matezaals , specifica tions,
reduced to
processes, inventions (whether patentable ox unpatentable and whether oz' nat
praofiae), apparatus, creations, improvem ents, vaorks o~ authorshi p and other s~m~lar
s, graphs, drawings , reports, analyses, and ath~L +,~v;ril'i~~s, and
matez~als, and a~]. z~ecording
ents of the far~~oing ; in az~y ~oxr~, and all related technolo gy,
' othex tangible eznbodiin
^' "Temporary Services Agreement" means the 'Temporary Services

' Agreement in the farm of Exhibit A attached hereto.
~ `°'t~axr~e~ •Y.,ic~u4cXity Ewent" means a X.iquxdity Event with respect to

which thg Selling StockholdeY has waived its rights pu~r5uant to Section 3.3(c),
1.Z Terms befined L~Isewher~in this A er~emenk For purposes of this
Agz'eenaent, the folXowing ternxs have metjnings set foz~tl~ in the sections indiamted:
Term S~ct'ta__n
Agreement Recftals
~3alance Sheet 5.S
Balance Sheet Date ~,5
~la~rn 8.7(c)
Closing ~.1
Closirxg Date 4,1
~, Co~ux~,on Stock Recitals
Company Ttecitals
' CotnpanyBenefitPlan 5.~3(a)
,~, Company Pension Plata 5.~3{b)
. ~ Corn~any 1'rop~rty 5,9
Company Properties 5,9
r. Confidentiality Agreement 8,6
Eonsents 8,3@)
Cantinuin~ Employees $,ZO(a)
~~- Copyrights X,~ (in Xntell~ctual Prapcxty dsfu~itxoz~)
' EnViraztmentall?ermits 5,J.7(a)
~~2ZSA 5.13(a}
r-- Excess ~'roceeds 3.3(a)
Financial Statements 5.S
Tndsmnification Claim 10.E
- Indemnitees ~.7(a)
Liyuidzty went Eam Out ~'ayraenk 3.3
8
n, voluntarily provided, which
S'Iease note that this information constitutes cpnfidential business informatio
5 iJ,S.C, §522, 'I'hts
' is exempt from disetosure under the ~reeciom ofInf~rrnadon Act ("POTA"),
n is hereby being submitted oa the basis ttu~t, pursuant [o Secdou 721(b) of the llefenss
informatio
States ("CTI(JS") will treat this
,, , Production Act, ~e Committee on Foreign Tnvestmen~ in the United
..~ information as confidential business information that is exempt from disclosure under ~QIA
WQ 797153,3

91
T~ Section
. + ~
X.asses ~ 10.2(a)(i)
!~i
Marks 1,1 (in Xntellect~~l ~~caperty definition)
Materiel Contracts 5,~2(a)
Owned Pzoperty S.9
i~, 5,9
. Uwined ~'raperties
patents 1.1 (in ~tellectual PxoperGy definition)
~'erson&11'ro~erty Leases 5,10
'
Purchase Conszderatian 3.~
~
Purchaser Recitals
PurchAsar Docutt~ents ~ 7.2
~.
' Purchaser Indemxdiied Parties 10,2(a)
Purchaser Plans 8,12(b)(ii)
Real.Pxoperty Tease 5,9
~,
Sale and Secw~ity Agreement ~.ecitals
Securities AcG 7,5
~..
Selling Stockholder Recitals
!; b.2
Selling Stockholder l~oCutnents
Selling Stockholder Tpdernnified 10.3(a)
•
i Parties
Shares Recitals
Snaarimatio Holding Recitals
~—
Stock Incentive Plan 8.10(c)
Recitals
Stack Sale
'Survival Period 1.0.1
~(7nsecured ~'ro~zssory Note ~•2
(~
U,S. Stpckholders Recitals
~ J.:3 Other Definitional an~ Interpre,~ive Matters,

of this
(a) Unless otherwise expressly pxovided, for purposes
apply:
y ~ Agreement, the follavWing roles of intexpretation~ shall
of timc befpre
Calculation of Tire Period. 'When calculating the period
is to ba done ar step taken pursuant to
. which, within which; ox followizag which any act
this A(;~'CeX17.eilt, the date that is the
refere~.ce date in calculating such pariod shall be
iness Day, the period in question
~—. excluded. If the cast day of such period is anon-bus
shah end on the nest succeeding Business Day.
U,S, dollars.
Dollars, Azzy reference in tivs Agxc:em~nt to $ skull me~u~,

JPleuse note that this information constitutes confidentialTnforrnn
the Freedom of don Act ("FOaA."), 5 U.S,C. §522, 'his
~,; is exempt from disclosure under basis that, pursuant to Section 721(b) of the Defense
information is hereby being submitted an the ent in t}1e United SWtCs ("CFfUS") will treat this
Production Act, the Committ ee on 1'Qrcign Investm
~.. don that is exempt from disalgsu re under FTJ1A.
infonnadon as con~adendal business informA
T W0 797153.3
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..
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r-'
~xhibitslSchedWes. 'The ~xhibzts and Sctaedc~~es to this Agreement are

part of this Ag~reez~ent,
hereby incorporated and made a ~a~t hexeo~ aa~d tt~~ an integral
A.11 L~xhibits and Scbedales a~auexed hereto or referred to herein are hereby incorporated
I~.
in fiill herein, And matter or item
in and made a prat o~ this Agreement as if set forth
of t~~e Disclos ure Schedu le shall be dee~aed
disclosed o;a one Schedula ox 3c~ one s~tion
e ox section off' tYae D~solps wce Schedule.
to have been disclosed on eAck~ other Schedul
Schedul e shall not constitu te an admissi on or indication
Aisclosure of and item on and
is ~ material ox would have a Materia l Ad'v~rs e Meet. No
that such iterra or matter
n of any Contract, Law
disclosure on a Sc~ettuJ~ z'e~atixig to a possible breae~ or violatio
or violatio n exists oz
ox Order shall be constrped as aq admission ox iandication that breach
Schsdut a ox ~~.ib~t but not
has actually occurred, Any capitalized tezms used xn ar~~
otherwise dafined therein shall be defined as set forth in Wis Agreem ent.
~~~
Gend@x end Number. A.ny reFerence in this Ag;ecnnent ko gender shall
include the plural
M ir~c~ude all genders, and woxds ~mpartrng the singular number only shall
and vice vexsa,
~~, T~eadin s, The provision of a'able of Contents, the division of this

the insertion of headings
Agreement into ~ Articles, Sections and othex subdivisions and
are for convenien,ee off' xe~erenc~ on]y and shall not affect or be utilized. in c;anstruzng or
~.._
a~te~~reting this Ag~ree~er~t. ,A.i] references ~n this Agreem ent to any "Section" are to the
Agreem ent tu~less otherwi se speaif~ll ed.
corresponding Seerion of this
r• a
Herein, The waxds such as hereu7, her in er,
i> is a, cc
ereof,fr and
i
sion in which
"her~unde~' refer to this Agreement as a whole and not merely to a subdivi
each vsrords appear unless the context otherwi se requires .
,_.,
~,;
c1 in . The word" cl in "oz any variation WereoP .means (unless
t limitation" and shall not
tba contexk o~~ its usage otherwise xegaires) "includin witho
specific ~r similar ~itsz~►s
~' be coz~stxued to limit any general statement that it follows to the
~ o~~ matters immediateay following it.
E ~~ IZ,e,~lected On or Set Foi~h In. .An item arising witk~ xespect to a speci~ia
Forth in" a balance
xepre5entatian or warranty shall be deemed to ba "reflected on" or "set
in such representation
ska~et ax financial statements, to the extent any such phrase appears
s9milar item underly ing a number on
j or warranty,~(a) there is a resezve, accrual ox other
that related to the subject matter of suck
such balar~ae sleet or financial statements or
se speaifie alXy set forth on tl~e balance sheet
repxesentatioia, (b) such item is athervt~i cn l
(c} such item is reflecte d on the balance sheet financia
r financial statements ~ or
staternat~ts ar~d is specifically set forth in the.notes thereto,
~' (b) fine Parties hereto have participated jointly in the negotiation and
question of intent o~
drafting of this Agreement and, in the event an azx~biguity or
by floe Parties
i».terpxetation arises, this Agreement shat] be construed as jointly dra{~ted
l0
Please note that this infortUatiou conslihrtes confidential business infprmati on, voluntarily prgvided, which
under the Freedom of Informati on Act ("~'QTP.^ ), 5 U,S.C, §522. This
,r". is exempt from disclosure to Seetipn 721(b) q~' the Defense
information is hereby being spUmitted o❑ the basis that, pursuant
Act, the Committ ee vn Poreigu Investme nt in the United Stales ("C~TTJS ") will ttaat khis
T'roduction e under FOT~1,
information as confidential business Informati on that is exempt from disclosur
.i w0797iS3,3

91
~,
i
~'
~..,
i or disfa~rorin~ and
hereto and no pxesumptzon or burden of proof shall arise favoring
authorsh ip of and provisip n ~f tJ~as Agreeme nt,
Party by virtue of the
~'
~ ARTYC~ IX
~~~ SAJ.~,AND PURCT-~A,S~' OF SI~A.~S
2.1 Sale and Pitrcl~~se of S~a~es. Upon the terms ~~d subject to the
lder agrees to sell
I condii3ons contained herein, on the ~idsing Dats, the SelliXag Stockho
and transfer to purchase r, and Purchas es agrees to purchas e and acquire £xom the Selling
!.
Stocicholdex, the Shares.
AZtTICZ,E XIS
~ PURCHASE CONSZll~TtATION
3,1 lPurc~a~e Gonsideratioz~. 'the aggregate considezation to be paid by

the Purchas er to the Selling Stockholder for the Shares shall consist of(a) the U'nsecwced
~ ~ Praraissory Note;(b) the ~arri Out Pa~rments, iP any, aYzd (e) the Selling Stockholder's
),
contingent F.azzi Qut, if and (collectively, tie "Purchase Consideration"
3.2 Pa~nent o~ Purchase Consideration. On the Closing Date,

in the
Purchaser shall issue to the Selling Stockholder art unseeuzed pxomisso~y note
attached hereto as ~xbibxt 3.2 (the
principal asnouzxt of $2,000,000 in the foxm
Out Pa~+ment s, if any, shall be payable as set
"[7~s~u~ed Promissory Note"). ~'be Eam
the Selling Stoc~Cho lder's Conting ent darn Out, iE any,
forth in Sections 3,3 and ~.5 and
sha11 be payable as set forth in Section 3.~.
3.3 L,iquiciit-y went Earn Qut S'aVments.
(a) Upon a T-.iquidity Bve~t, the Purchaset ox, upon a Liquiclity went
will
desczxbed iri clause (i) of the definition thereof, tk~e U.S. Stockholders, as applicable,
an earn out payment (the "~,iq~ti~ Yfty Event. darn but
C"'' pAy tc~ Selling Stoc]~older
of (i) the
~'a~men~t") equal to (subject to the provisions of SecCion 3.3(d)) the pxoduct
table in Section 3.3(b)
ap~Xicable percentage set ~oz~th opposite fhe period listed in the
falls and (ii) the excess Proceed s;
duz'ing whick~ tl~e date of such Liquidity Event
Event ~azn Out Payme~a t k~ezeund er shall
pxo~ided, that arty rights to a ~,iguidity
ary Note
terminate upon a transfex by the Selling Stockholder of the ~(Insecure~ ~'xomiss
'I'kze obligati ons of each U.S. Stoekho ld~r under his provisio n
' pursuant to Section 8.16,
event exceed the net
are sev~zal and the liability of each U,S, Stockholder shall in no
in
aftez~~ta7c payment (taking into account any tax benefit to tt~e U.S, Stockholder
received by the U.S. Stockho lder which
connection with such Liquidity Event) actually
n.
should have been paid to Selling Stockhplder under this provisio
on, voluntarily provided, which

T'lease note that this information canskitutes confidential business informati
exempt from disclosur e under' the Freedom of Information Act ("~'OIA"), 5 ~(7,S.C, §522. This
is
to Saation 72l(b) pf the Ae:Fense
iaformadon is hereby being submftced on the basis that, pursuant
States ("CF'Xi]S") will treat this
,.. ~roductlan Act, the Committee on Foreign Investment in the United
confident ial business informati on that is exempt from disclosure under rOIA,
information as
~~, WO 747]53,3
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,.
~:...
,,
The term "Excess k'roceeds" means, with xespect to a Liquidity Bvent, the
~„ excess of the aggregate cansideratian received (or lic~u~dation proceeds avai~ab~~, as
applicable) by Purchaser 4r the U.S, SCackholdexs in such T.ignidity went over the sum
~ of the aggz'egate amount o~ the pr~girial principal amount of the '(7nsenured Promissozy
r:, Note i:n :Full plus Che lesser of(A) $16,000,OaO or (B) the aggregate of any amounts
' previously j~aid to Selling Stockholder as Baz~~ Out Payments cry Selling Stockholder's
'' Contingent Earn C3ut, After any trarasaetion described iz~ ayause (iii) of tha defi.nitiox~ of
~.iquidity went, such transaction shall be deemed to be followed by a liquidation of the
r~ company for purposes of determining the amount of proceeds available fc» distnlbut~o~a
after such ~.iquidit~ went.
r.-
~ To the extent the consideration received by the Purchaser or the U.S.
~ ~ Stockholder s, as ap~liaable, upon a Liquidity went includes consideration in a. Form
,•~• other than c,~1sh, then Purcb;asez"or the U.S. Stockholders, as ap~~icable, may at their
option distribute Co Selling Stoc~oldex (i) a combir~utao~ of such non.-crib consideration
(to the extent perzni~ted by applicable I~aW) and cash having an aggregate value equal to
~• • the tu~ount to which Selling Stockholder is entitled, so long as the amount of such easy, is
~ sufficient to pay Selling Stockholder's tax liabilities wik11 respect to ttae entire funount of
of
tie Liquidity J~vent Earn. Out ~'ayment; ox ,(ii) pay to Selling Stockholder an amount
-- cash equal to tie ~aix market value of fhe Selling Stockholder's s~iaz'e of the non-cash
consideration, Far ptu~poses of the pzegeding sentence, unless in the rasa o~ clause (i) of
such sentence the value is established by the terms o~ tote fxarasactian co~s~tudng the
-'': I,iquidiCy went, the boazd o~ directors of the Purchaser shall in good faith determine the
' fain mazket value of the non-cash consideration received and the Purchaser or the Y7.S,
Stockholders, as a~~ticable, shall pay to Selling Stackholdez~ an ~naant of cash equal to
:;'' its share of suclX non~casla consideration; provided, however, trait in the event of a dispute
' over the fair maz'I~eC value so determined by the board, ih~ Purchaser and the Selling
Stoe,~holder shah each select an appraiser, who shah determine the fair market value of
"" such non~c:ash eansidexatipn. if the ~'aix m~ket va~us of such non-gash consideration as
determined by the two appzaisers so chosen varies by less than five percent S%o,, t~e~ the
~àix market value shall be the average off' the two a~p~aisals; i1' I~gwever, the two
'' determinations are more than S% apart, they► the tiro appraisers shall select a tEurd
ap~rfliser fo provide an appraisal of the Fair market value of such non~cash con5idetation.
The third appraisal sk~al~ ba prepared in a manner consistent with the other two appraisals
r~ and the two (2) apprais~Is separated by the fewest d~~~ars shall be averaged to determine
i; the fair znar~et value, 'Z'ha determination of khe fair market value of such non-cash
consideration shaYl be binding on the parties hereto. The Puxcktasex and the SeiYing
Stockholder sha11 each bear tk~e costs of thezr appzaiser and shall shirr equally the costs
of any third appraiser.
(~" (b) The following percentages skull apply to the periods set forth
! below in determining any Liquidity Evert Barn Out ~'a~ment:
12
Plesse note that this information wnsdtutes confidential business information, voluntarily provided, which
is exempt from disclosure under the Freedom of lnforrnation Act ("F9TA")~ 5 U,S,C, §522, Tbis
informufion is hereby being submittal on the basis that, pursuant to Section 721(6) of the Defense
S'roduetion Act, the Committee on foreign Investment fn the T7nited States ("CrT(7S") will treat this
~, information as can6dential business information that is exempt from disclosw'e under lOIA,
WO 79715,3
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~:
,,
~;
~'erzod Percentage
Glosiug to 12/31/2008 80%
r~~~ 1/1/2009 — 6/30/2009 ~ 703'0
t ~ 7/I/ZQ09 —1~/3X/2Q09 60%
1/1/2010 — 6/30/2010 55%
^~} 7/1/2010--12/3112010 50%
1/1/20XX —6130/20X1 A5%
,,_, 7/1/2Q7.1-12137./2011 40%
'~ 1/1/2 12 — b/30/2012 3S%
(c) The Selling Stockholder may waive its rights to receive its
Liquiditq Event Eaxu Out ~'ayment ~f the Liquidity went occurs duxiu~ the period &oc~a
and including 7anuary 1, 2010 through and including March 31, 2011•, 3n wl~Xch case the
~- Selling StockYialdex sha11 not receive t}~a S~iquidiCy went ~az~n Out ~'ayment, but the
Selling Stockholder's ~i~.ts to the Sellivag Stoelchold~r's Conta~gent Baru Outs shal3
` remain in affect puzsuant to the terms of Seetfan 3,4, and it shall be a condit~an of ar~~
,,._. transactio~t constituting such a Liquidity Event, t4 be includsd in any agreement of sale or
~ ~ other transfer entered into Uq the Purchaser or a U.S, Stockhaider, that the acquiror or
successor agrees to be bound by the Selling Stockholder's Contingent darn puts.
(d) Tn the event that a Permitted Minority Sale has occuzxed pzior to a
Z.,iquzdxty went described i~z clauses (ii), (iii) or(iv) o~ the definition thereof, the amount
othexv✓ise payable under Section 3.3(a) slial~ be reduced to an amotu~t equal to tkae
product of (i) the Liquidity Event Larn Out ~'a~ment before adjustment and (ii) the ~'ost
Ailution ~'ereentage.
. (e) T~rior to Tune 30, 2012, np U.S. 5tockhald~r shall sell or otherwise
' kransfer any Initial rurchasex Stock, except (i) Por sales or other trans~'e~s a8ex December
• 31, 2009 that constitlrte, ox are part of a transaction that cons l3aztes, a Liquidity Event,(ii)
in conneetaon w~W their put rights provided in Section 11.1 upon the sale of the
Unsecured ~'romissory Note, ox.(iii)(A) a sale o~ less than 5% of the Xnitial ptu~cbaser
Cornzz~o~ Stock to one or z~oxe ~U,S. StockhUldexs, or(B)transfers of clxa Xnitial Purchaser
~ Gommou Stocl~ by the U,S. Stockholder to members of his or her immediate ~amil~ i,e
t~ parent, spouse ox lineal (natural ar adopted) descendant) or a trust for the benefit of such.
~~ ~ family metnbaxs, pro~+ided that sucks family members or trust a~ree(s), in ~a~n and
substance satiS~aCtory to the Selling Stoekhalder, to be bound by the ternas of this
Agreement as if such tra~,sferee were a "C7.S. Stockolder" hereunder.
i'
9.~ Se11:in~Stockholder's Contin~entEax~ Qut.
--, (a) Subject to the p~iorit~ payments to SelSing Stockholder in Section

9.4(b), arzd except as pXavided in Seotions 3,4(d) and 8.16, the Purchaser will pay to tUe
Sel}9ng Staakhold er an amount equtil to a portion of the Company's Nat After T'a7c
13
which
Please note that this informaLton conxtitutes conf3dendal business information, valuntarfly provided,
under the Freedom of Information Act ("~OIA"), 5 U.S.C. §522. This
is exempt from disclosure
!' information is hereby being submitted on the basis that, pursuapt to Section 721(b) of t1~~ Aefense
wi11 treat this
' Production /pct, the Committee on ~oraign Investment in the 'flnited StAtes ("C~TUS")
information as confidenda] business information that is exempt from disclosure under ~OIA,
W0797153.3

91
r.
{~
r
rl
g oXdex's Contingent
come faz each period lisCed in the tabXe belot~v (the "Sela~g Stock~
Net After Tax Income
~ax~n Outs") equal to the pxoduct of(i) S39'a, (ix) the Company's
Sale bas occw;re d during such pe~aod,
r~, ~'ox such period, and (iii) z~ a ~'ermitted Minority
tl~e Post 17ilution Percentage;
i. Period
'~ ~ Closing Date thrpugh 12/31/2007
Fiscal Rear Bndin~ 12/31/2008
Fiscal. Xaar finding 12J31/2009
fiscal Year ~~dtng 12/31/2010
fiscal YcaC Bn,ding 1~2/~ 1/2011
~.! 1/1/2012 through fifth. atvnivetsary oP Closing Date
J (b) For ea~endar years 2008 through 2011, inclusive, unless there has
and aonvexsion of
' been a Liquidity Event(other than a Waived Liquidity went) or a sale
the Unsecured promissory Note as ~zovide d in this Agreem ent, ttze uzi.t~al $9,400,000 in
~' paxties as follovt~s: (i)
tie Company's I~Tet Aft~x xax Profits shall be allocat ed among the
r., be paid to Se]~ing
Compan y's Net After Talc Income shall
tie fast $2,SQ0,000 of the
Aher Tax Income s1~a11 be
Stockholder; (u) Che next $2,200,000 of the Coinparxy's N'et Tax
zy's Net After Income
retained by Puxchaser; (iii) the next $2,500,000 of the Car~pax After
,000 of the Compan y's Net
shall be paid to Belting Stockholder;(iv) the next $2,200
a~n.d (v) the r~main in~ Net .A.ftez Tax Income
Tax Yncome shat be xetained by Purchaser;
%, shall be allocated as provided in Section 3.~}(a),
(c) Selling 3tockho~der'~ Cpnt3n ent E~rp OUP ~'a~x~nent Aate. Selling
(30) days follawiug the
Stockholdex's ~ontingant Barn. Out shall bg payable witban khizty
cozx~pletion of the ~xchaser's cpnsoli dated financi al stateme nt aud'at fox the relevant
', ent Larn Out
'~ ~isaal. year; pzovided, hovt+ever, that no Selling Stockholder's Conting
year; pxovide d, further, that
. payment shall be trzade later Wan Apxil 1 of the succeeding
employ ees in any year when S~llzng
' 1'urchasez will not pay any bonusas to its lder's
is payable until such Selling Stockho
Stocklioldex's Co~ititagent darn Out financi al
paid in full, Tf k'urcha ser's consoli dated
Contingent darn Oat hay been
shall ba made o~ ax before that
~' statement is not complete ~by April X of any year, payment
date based upon the seasona ble estimat e tbe~. prepare d by the ~'uxch~ser's boaxd of
` d as soon as practicable
dlrectoz's, and any over ox underpa~znent shall be resolve
•
following eompletioq o~ the audit.
(d) Sellin.~ Stockholder's Contzngene Earl Out upop i iquidity Even,

Section 3.~(c}, upon a ~.iquidi ty Event, the
L`~xcept in the event of a waiver pursuant to Stockho ldex's
an amount equal to tk~e Selling
Purchaser shah pad to Selling Stockholdez'
the portion of the period zdentifi ed in Section : 3.4(a)
--~ Contingent ~azn Out payable fox
of such Liquidi ty went and, followi ng such paymen t Selling
enduag on the date
14
from disefps« re under the Praedom of Tnformut (on Act ("FOTA"), 5 U.S,C, §522. Thls
is exempt
that, pursuagt to Section 72l(b) of the T>efense
information is hereby bezug submitted on the basis
nt in the United Statcs ("CPXUS") v✓ill treat this
S'roductivn Act, the Committee on Foreign Investme
as confiden tial business informat ion that is exempt from disclosure under POIA..
informaUan
.._. -'. ` W0 797153,9
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~ 'i ~;
Qut
Stocichalder shall not have a right to any Selling Stockholdex's Gontir~gent fain
follaw;ing such T.zquidity Event.
i
' 3.S Earn Out an New Investment, Xf, prior to Tune 30, 2012, the
the
~'uzchasea issues Pw'chaser Gammon Stock ar Commar~ Stock Equivalents or
nts, ather than in connecti on
,, Company issues Coxnmoz~ Stock or ~oznznon Stock Bquivala
ation received in such Uransaati a~s
with a Y..ic~uidity went, then tha aggregate consider
. snail be applied in the following moaner:
r',
(a) the first • $6,000,000 shall be xetaiwed b~ tlae Campazxy and
;:. ~'urchaser, as applicable; and
;!
• (6) 50% of any a~mouz~ts above $6,Qt?0,000 shall be laid upon receipt
to the Selliaig Stockholdex (the "~Icw TYx~vestment darn Ont").
i;
~ .A.R~'ICZ.E xV
~~~'~ GT.OSXN'G.AND T~TtMTNATIOI~T

~.
4.1 Closing,Date. The alasing of the sale and purchase of the Shares
the pffices of
~~~ ~ provided for iux Section 2.1 hereof (the "Clos➢ng") shaXl take place at
N1 7J, Washing ton, D.C.
Sutherland Asbill & Bzennan LLP, 1275 Pennsy~va~ia Avenue,
designat e in vnrlting) at lO:OQ a,m, (~astem
{ox at such other place as ttae ParCles may
specifie d by the ~'arties (thy "Closin g Date"), which date
`~' standard time) on a date to be
Basaness Day after the satisfact ion or waiver oP the
shall be no later ik~an tie third
icZe IX (attzer than conditio ns that by their nature are to be
conditions set faith in
co~ditioi is at
satisfied at the Closing, but subject to the satisfaction or waivex of ttxose
~.J
such time), unless another time, date or glace zs agreed to xn wz'~ting b~ the ~'artxes k~ez~to,
r~' 4.2 Tez~mi~aation o~ Agxeement, This Agreement may be terminated

~,
prior to the Closing as follows:
!—: (a) At the election aP the Sel~in~ Stockholder or purchaser on the date
. ~ that is fatty-eve (4S) days foIlovvi~g the date the Patties apply in wr3tin~ to CFTCJS for
appzoval o~ the Skock Sale (such date, as it may be extended under this Section 4,2 a ; Che
~:. of on
"xexmi~atio~ Rate"), if the Closing shill not have oecurr~d by the close business
is not in breach in any material respect oP
•` . such date, provided that the terminating Party
r; ~rgvlded furthex, that either the Selling Stockhol der
,,~ any o~ its ob~igat9ons bexsunde and
tion Date for
i~ ox ~'urchasez shall have the option to extend, from tune to tiz~e, the Ì'ez~mina
of time not to exceed ten (1Q) dais in the a~gre~at e i~ atl other
• ~ additional paz'iods
satisfied and the sole
conditions to the Closing are satisfied az capable of then being
is that such Warty k~as been unpbie to
xeasoz~ that the Closing has not beett consumcaaated
s under applicab le Laws and such Party is still
obtain the necessary wnsents and appzoval
,.:.. attempting to obtain such necessary consents and approvals uzidex applicab]e Laws, ox is
is
Pleus~ note that this Information constitutes confidential business information, voluntari) y provided, which
disclosure under the Freedom of Informati on Act ("FpIP.") , 5 U,S.C, §522, This
-•~ is exempt from to Section 721(b) of the befanse
information is hereby being submitted on the basis that, pursuant
this
• T'roduction Act, the Committee on foreign luvestment in khc C7nited Stales ("G['~[7S") will treat
informatiop as confidenti al business informati on that is exempt from disclosure under ~OXA,
.. '~ W0797153,3 .

91
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.--. t
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,. .
contesting the ~e~usal of the relevant Governmental Body to eve such aansents ox
apprava~s, in corcrt ar through other applicable ~roceedi~gs;
(b) by mutual written cgnsent of the Selling 5tockhold~r and
Purchaser; or
(e) b~ the Selli»g Stockholder or Purchaser if there shall be in efFect a
g,
final ~on.appealable (~xder of a Gover,~mental ~od~ of competent jurisdiction resbcainin
r-
enjoining or otherwise prohibiting the oansummatior~ o:F tk~e transactio ns contempla ted
k~ereby; ro~ viaed, owevsr, that the z~gY~t t4 terminate this Agreement under this S, ectian
of
.. 4,2fb1 shall not bs available to a Warty if suekt Ordsr ~uvas primarily due to the failure
cif
such Party to perform and its obligation s under this Agreemen C,
4,3 Procedure ~7pon Term4nation. In the event o~ termination and

abandonment by Purchaser or the Selling Stockholder, or both, pursuant to Seet~on 4.2
r•'
' ~
.. hereof, written notice thexeof shall forPhwith be given to tha other Party or Parties, and
this Agreement sh~tl tsraninate, and tha puxchase of the Shazes hereunder shall be
rv'
i ~
abandoned, without .fitirt~.er action by Purchaser or the Selling Stockholder.
4.4 E,.,~t ect o;F Termination. In the event that this Agreement is validly
terminated in accgrdanae with Section h.2 and 4_;,3, tlaez~ each of the Parties shall ba
rali~ved o~ their, duties and obligations ar'►sing under this .A.greement and each 4~ the
be
,~ .A.ncxllary .t1.g~'eements after the dat,~ of such termination azld such termination skull
without liability to purchaser,' the Company, the U.S, Stoa~old ers or the Selling
Stockholder,
l\
Illy,
! .11~~1U Y
RE~'R~ES~N'I'AT70NS AND W.lIRRANTrES REGARDINC3T~ COIv1PANY
~' xk~o Company hereby represents and warrants to Purchaser that, except as
_ set ~'ort~a iui a disclosure schedule delivered to ~'uxchas~x at or priox to the date hereof(the
"Dysclosare Schedule"):
r~-
~ ~ 5.1 Qr~anizaiion azzd Good S~andin~t Subsidiaries.
~..
(a) The Company is a corpoxation duly organized, validly exjstin~ and
in food standzng under the laves oP the State of Delaware and has all requisite cozporate
povvex az~d authority to own, lease And operate xts properties and to carry qn its business
;r~ as npw conducted. Tha Company is daly qualified or authorized to do business as a
foreign corporation and is in good standing under the laws o#'each jtuisdietion in which it
owns ar leases real pxope~t~ and each othez- jurisdiction in which khe conduct of its
16
which
'lease note that this information constitutes confidential business information, voluntarily provided,
5 U,S.C, §522. This
' is exempt firom disclosure under the Freedom of Tnfvrmation Act ("POIA"),
.information is hereby being submitted on tha basis that, pursuant to Section 721(b) of the ~7efense
this
Production Act, the Committee on Foreign Tnvestrnent in the United States ("CFNS") will treat
'~.' •i_.., information as confidential business information that is exempt from disclosure under FQIA.
. W0797153.3

91
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~~. ~.,,
~.~
authorization,
business ox the ow,nershi~ of its properties xequires such qualification or
ba so quaile d, authori zed or in $ood standin g would not have
except where the failure to
Compan y is a "C" corpora tion under the Code,
a Material Adverse effect, The
(l~) The Company does not have and Subsidiaries,
f-'
' (c) 'T"h~ Company has not, at any time, been a general partner or
entity.
managing member o~ any genexal parMership,lilioited partnership or'other
r
(d) 'z'he Company has made available to the 1'urcriaser complete and
book
accurake codes of tie certificate off' izxcorpoxation, the stock zecoxd book,[he minute
te records and minute books of
j~ and other corporate records of the CompAn~, 'Z`he cor~ara
er ret7ect all material actions talten and
the Company made availably to tho Purchas
and at
authonizatious made at meetings of i~5 board of durectors or any committees thereof
s thereof of the Compan y. The books of account and other
~ any stockholdexs' meeting
tEie Compan y made availabl e to tt~.~ ~'urchas er have been maintai ned in
records, of
accordance with sound business practices.
i'~
j, (e) The Common Stock eons[xtutes ail of t3ae issued and outstanding
n Stock,
stack of the Compan of any class. Sellizag Stocl~holder owns 100% of Co~inao
y
ip in tl~e
~~: and no other Verson has any lagai, equitable ox beneficial ownersh intexcst
Company 4r the Cpmmon Stock,
~~' S.2 ~uthorixntion o~ Agreement, The Company has all requisite

otlxer agx~ement,
power and authority to e~.ecute and deliver this Agre,~ment and each
lated by this Agreem ent ox to be executed by
,.~ docwnent, znstrurnent or certificate contemp lated by
mation of the b~ansact ions contemp
the Company in connection with the consum
any Docume nts"), and to consum mate the transact ions
' this A~eement (the "Comp y
The executi on and delivery of this Agreern e~t and the Compan
contexz~plated hereby.
atld thereby
Documents and the consummation o~ the brs~sactions contemplaked ~.er~by
y,
~ have been daly a~tho~rited by all xec~uisite corporate action on the part of khe Compan
nts will be At o~ prior to the
''his Agreement has been, and each o~ the Company ~7ocume
ng tb.e due
' Closing, dull and validly executed and delivaxed by the Coxzipany and (assumi
y by the other P2ucties hereto and thereto) this
authoxization, executiozz and delivex
the legal, valid and bind'zng obligati ons of the Compan y,
~,. Agzcement constitt~tcs
ble banlmip tcy,
ea~foxceable against it in accordance with its terms, subject to applica
r' i-~gt►ts and
Insolvency, reorganization, moratoz~um and similar haws affecting credito
remedies generally, and subject, as to enforceability, to generat principl es o~ equity,
including principles of commer cial reasona bleness , gt~od faith and Fair dealing
! in
(regardless of whether enforce ment is sought in a proceed ing at ]aw or equity).
'
4_
~7
business information, voluntarily Provided, which

Please note that this~informatton constitutes confidential
Freedom o~ Informat ion Act ("PQIA") 5 U.S.C. §5?,2. This
~-• is exempt from disclosure under the
Section 721(b) of the bafensa
information is hereby being submitted op the basis that, pursuant to
ee on l~orei~r► Investme nt in the Y7nited Stales ("GFYL7S") will treat this
Production A.ct, th4 Committ
that is exempt from disclosur e under ~'OIA.
informauoa as canfidentiAl business information
W0 797153.3

91
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.. ~'
~.
5.3 Co~licts; Consents ofThird Parties,
(a). done of the execution And delivery by the Company of this

the kransactions
Apxeement or the Company ~pct~ments, tkae consuznz~,aCioz~ o~
oz thereby , or com~lia ncs by the Compan y r~vith any of the
eantemplated hereby
n of or default
. pzovisio~s hereof or thereof will conflict wi~b, ox zesult in and violatio
(witT~ or wztk~out nokice or lapse of time, or both) undex, orgive rise to a right o~
ate of i~zcoxpo xaixon and
~^ texmination or cancellation under, un~ provision o~(i)tt~e c~xti~ia
the Compan y; (u) any Contrac t or
bylaws or comparable oz~anizational doeuznents of
b~y~wh~c h any of the properti es or assets of tkie
k'ezmxt to which the Company is a party or the
Company are bound; (iiI) any Ordex of any Governmental lady applicabta to
any of the properti es or asses of the Coznpaz ~y are bound; or (~v)
Corzapar~y ox by which
such conflic.~s,
' any applicabia Law, other than, in tine cAse of clauses• (ii), (iu) and (iv),
have a Matez~a l Adverse
~ violatiozis, defaults, Cerminations or cancellations, that would ttot
E~'ect.
(b) No consent, vVaiver, approval, Order, Permit ox authorization of, or

nmentul body is
f+ ,decia~•at~on or haling with, ornoti~cation to, any person oc C~òvez~ on and delivery of this
r~c~uued an t~t~e paz't o#'t~ie Company in connect ion with the executi
~• the nq with any o~
Agreement or xb,e Coznpan~y Aocut~ents or thB complia nce by Cornpa
the provisions hereof or thaxeof, o;l' the consurz imation of the kransact ions contemplated
^' of the Sale
hereby or thereby, except fox (x) coznp~aa n.ce v'rith the applicab le requ~e ments
ls, Ordsrs, Parmit9
a'nd Security Agz~eement anal (i~) sue} other consents, waivers, approva
have a Materia l Adverse Effect.
or authorizat~or~s Che ~a~lure of vt+hich to obtain would not
-~ S.4 Ca it~ a~izatxo~.

l
'~ (a) ~'h~ authorized capital stock of the Company consists of 2,000
~..., shires of commo n stock having a pax value of $0.001(t3i~"Common Stock"). As o~ the
ding shares of Common
i~ ~.i • date hereof, the Sl~~es represent all of the issued aad outstan
Stock. All of the issued and oukstanding shares of Common Stack were duly authorized
for issuance and are validly issued, Fully paid and z~qn-ass essable.
s -~.
! (b) There xs no existing option, warra~it, call, right, ar Contract of any
are
,~. character to.which the Com.paray or Selliu~$ Stockholder is a party requiring, and there
WYuch upon convers ion or exchan ge would
Sao secuxaties of the ~ornpany outstanding es
requu•e,~ths issuance, o~ any shares of capital stock of the Company or other securiti
for or evidenc ing the right to subscri be fox ox purchAs e
co~vsrtibla into, exchangeable is
lder
shares of capital stock of the Campany, Neither the Company nor Selliz~.g Stockho
tion, safe,
a party to any voting trust or other Contract with respect to the vpti~g, redenn~
han5fer or ocher disposition of the Common Stock of tlae GompaA y.
•
S.S Financial Statements, The Company has made available to
of er 31,
~uz'chaser copies of (i) the audited balance sheets of the company as Decemb
IS
Tease note [hat this information canstitutec confidential business informati on, vvluntari)y provided, which
Act ("S~p7A"), 5 'C7.S.C. X522, This
", is exempt from disclosure under We FYeedom of Information
to Section 721(b) of the Defense
information is hereby being submitted an the basis that, pw'suant
the 'United States ("CTzT(JS") will acct this
~'roducdon Act, the Committee on Foreign Znvestmem in
fram disclosure under FOTA.
information as confidential business iufornnation that is exempt
..•~i W0797153.3
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~ i:"'• N ~
Company for the dears then

20p5 and 2005 and the related statements of income oP tha
e sheet o~ the Canapa ny as pf August 31,2007 arad the
ended and (ii)the unaudited balanc
the Compa ny for the three xnontb ~erigd then ended(such
j~ re~~ted st~temerits of income o~
and schedules thereto, are
audited and unaudited statements, izicluding the related notes
set Earth in the notes
ze~e~xsd to herein as tl~e "nnancial Statements"). except as
in accordance with GAAP
~ thereto, each of the Finanexal Statements htts been prepared
consistently applXed and pxesents fairly in all materia l respect s the financial position of
,' o~s and cash ~Iptn+s for
[be results of its operat~
~., . We Company as of the dates kUezeo~ and
the books antC xecards of tie Company. For the
the periods indicated, consistent with
ted balanc e sheeC of the Compa ny as of August 31, 2007 is
purposes hereof, the unaudi
d as the "Balance
referred to as the "Balance Sheet" and Augast 31, 20Q7 is re:Ferre to
Sheet Rate".
~. ~.6 No Undisclosed T.,iabilities. To the Knowledge of the Cozn~any,

that would be required to
the Compazay does not have any material Y.,iabilities of Any kind
~alauce Sheet or in the
be reflected on, reserved against ox otherwise described on the
were not so reflect ed, xes~rved against oz
~ ~.> notes th.ereta in aacnrdance with GAA~' and
in the Ordina ry bourse of Business aftex khe
described, other than (i) liabilities incurred
iz~cu~c ed in connec tion with th.e Izazisactions
balance Sheet Date, (ii) Liabilities
Liabilit ies that ~t~vould not have a Materia l Adverse '~ffect.
r-~ contemplated k~exeby and (iii)
,.
this
~,7 ,Absence of Certain Developments, except as canCemplated by
Date (i) the Compa ny has conduc ted its busines s
.. Agreement, since the Balance Sheet change ,
of busine ss ~d (zx) there has not been quay event,
pn1~ in the Ordiaxary Course
e Effect.
occurrence or eircuxnstanee that has bad a ~atexial Advers
. 5.8 T. axes. 'Tl~e Company has timely filed A11 T~~deral, state, local and
d, be filed by it, and all Tomes
, foreign; xax ~teturns and aIl material reports require to
ed an. accozdance wzth
re9uired to be paid by it have either been paid by it .ox are zeflect
al nts, and all such returns and
GAAl' as a xese~cva £ox Ta7ces on the ~znanei Stateme
s, ox Request s for extensi ons to file such
' repoz~ts are correct and complete in all respect
filed, grante d az~d have not expired , except to the
;~-, returns or reports have been timely in effect
to or to have extensi ons granted that remain
~ '' extent that such failures to file, day be expect ed to
ably
iu~dividually or in the aggregate have not had and would riot reason
an adequa te reserve
r— have a Material Adverse ~~ect, and Ws financial Statements reflect
portions thereof through
~ for all'x'axes payable by the Company for all taxable periods and
materia l 'Z'a7ces requi~•e d to be withheld by the
the date o~ such financial statements, A11
Company have been withheld and have been (or will be) duly and timely paid to the
No deficie ncies i'ax any `Taxes have been proposed, asserted,
proper Taxing Authority.
d against the Compa ny that are sCill pendin g and the ~ompan~ bas
Cla1'eatened or assesse
such Taxes that are still
~~ not made any requests for waivers of the time to assess anq ation by a
ny is under content examin
,' pending. No zncozne Tai'Return of the Compa
due with respecC to any pendin g, t.bxeatened
Taxing Authority. AU assessments for Takes
19
Please cote that this information constihrtes confidengal business information, voluntarily provided, which
is exempt from diselosura under the Freedom of Informat ion Act ("POIA"), 5 U,S,C, §522. This
• d on the busiS that, pursuant to Section 721(b) of the Defanse
informat ion is hereby being submitte
ent in the Stales ("~FIUS") wil! treAt this
'[)Wiled
Production Act, the Committee on Foreign Xnvestm
exempt from disclosure under FOZA,
' _ information as confidentisl business information that is
W0797153.3

91
(,
...~~
~'ullq paid or'have been adequately

or concluded litigation of the Company have been
ua accord ance with GAAP. The Company is x~ot
reserved vn the Financial Statements
as a xesult of any indemnification prov~sxon or
liable for the Taxes o~ any othex ~'e~soz~
the sole azld exclusive
other ca~txactual obligation Ibis Section ~,8 xapzesents
Cau~pan~ Tax matters.
~~, representation and warranty of the Com~an~ the regarding
S.9 Ttg 1 Pronerty. ection 5.9 0~ the disclosure Schedule sets forth a
real ~rapes~y owned in fee by the
comp3ete list of (a) all real propezty end interests in
collectivelq, the "Owned
~`
,, Company (individually, an "Owuec~ kropert~" arad
the .Company ini~volvi~ig a»nual
Pxope~rties"), and (ii) all leases of real pxo~ez~ty bq
~oper ty ~,casC" and co]~ect~vely,
payme~ats in excess of $lOa,000(individually, a "Real
r~ Qvvz~ed Propert ies, being re~'er~'ed to
?. the "Keel Property Teases" an,d, together r~viklt the
Proper ty" and collect ively as the "Com~a~n~
herein individaalXq ss a "Compun~ Property, free
'the Compa ny has Fee title to all Owned
,. Pro~rties") as lessee or lessor.
~'errztitted ~xceptao~as, xo t]:ze
;_ and cleax pf all Liens of any nattu~e whatsoever except
zeCeived any avxitten notice of
T~ao'wledga of Setlin~ Skockhalder, the Company has not
would constitute a default
any default or event that with notice or lapse of time, or both,
Z,eases ,
bq the Company undex any of the deal Property
5.10 Tan ible Pe sonal ~'ro e Schedule 5.10 sets forth ull laas~s off'
"P'exsonal Pro1~ertY Lases")involvin~ t~nnual
~ personal Proper[Y bY• the ComPan.Y( the Comp'a~~y, the Cannpany has
pa~+ments in excess of $100,000. Ta the Knowledge a~
default or anq event that with notice or ]apse o~
,~ not received any wxitteu notice of any
default by the Congpa uy, uuader any o~ the Personal
time, ox both, would constitute a
Praperty Teases.
5.11 Intellectual Pro e The Company owns or has valid licenses to
'
use alb Company Intellectual ~ropez ly used by it in the Oxdinary Course of Business,
• licensee 'would z~ot have a
..- exce~it to the extent the failure to be the owner ox the valid
(i) is ~aot the subject o~ any
' Material Adverse L~ffect, The Company Intellectual Property
to the Knowl edge of the Company,
challenge received b~ the Company in writing or,
d written notaoe of any default and, to the
•~ threatened, and (ix)floe Com~~an~r has not xecsive of time, or both,
exists that with notice or ]apse
~ Kzi.awledge of the Co~napan~, no event
any materia l Compa ny Intelle ctual Propez -ty licensB to
would constitute a de~au~t under
,—~ which the Compan~+is a paxty or by rn+~aich it is bau~~d,
5.12 Material Contacts.
r'
(a) Section 5,12fa) aF the Disclosure Schedule sets forth all o~ the
of any kind or amount
Contracts to which the Corrtpany is a party or by which iC is bound
Maine nor McMan emy execut ed on behalf of the
not otherwise disclosed which neither
~~ ~ Company (colleetivel~, the "Material Contracts"}.
z0
business information, voluntarily prov[ded, which
Please note that this infozrrxation constitutes confidentialTnforma
of don Act ("POTA"), 5 U,S,C, §522. xhis
~ is exempt from disClosuxe under the Freedpm that, pursuant to Section 721(b) of the Defense
information is hereby being submitt ed an the basis
on Foreign Investm ent in the Y7nited Stites ("CPICJS"} will treat this
• ~'roducdon Act, Uie Committee from disclosu re under FOTA,
is
information ns confidential business information thnt exempk
wa ~9~nss.a

91
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.~
(b) The Company has not xeceived written noCice of 'any defarzlt or
default by the
event that with notice or lapse of time, ar both, would constitute a
Material Gont~aet ; except for defaults that would not knave a N~ateri~sl
~~ Company undex and
Adverse effect,
~~ ~ 5.13 ~mplQyen Benefits Mans,
(a) ~ section 5,~3(al off' tlae Diselosuxs Se~edule lists esck~ material
ee ent Itxcoxne
~, "employe benefit flan"(as defined in Section 3(3) of the Employ Retirem
A")) and Any other material employe e flan or
Security Act of 1.974, as amended ("~RTS
Compan y (each, a "Com~► any Benefit Plan"}, ~'he
} agreezuent maintained by the
availabl e to ~'urelaas ex correct and complet e codes of (i) each
Company has made
t~zat is
Cozn~any ~enef~t plan (or, in the ease of any sach Company Benefit k'lan.
xepo~ts on dorm 55QQ
unwritten, descriptions thereof, (ii} the most recent annual
to each Compan y ~sne~t flan (if any such
required ko be ~1ed with the IRS with respect
summar y plan descript ion fox each Compan y
' xepart was required), (yii) tlxe most xecent
summar y plan descxxpt ~ou; ~s re~ui~ed az~d (iv) each tz~zst
~. , Benefit Plan for which such
Company Benefit Plan,
agreement and insurance ar group annuity contract xelati~g to any
y Benefit Phan maintai ned, co~itrib uted to ox requited to be contributed to
` Each Compan
In nce with its
by the Company has been admvaistered ark ~Il material respects accaxda
Plans are all in complia nce in all
~ t~i7ns. The Company and all the Company Benefit
provisio ns of EItISA, the Code and all otl~,er
material respects with the a~plicabl~
~,. a~~licable Laws.
(b) (i) all Company Benefit Plans that are "employe psns~on plans"
talc qualified undex Section
r, (as defined ~n Section 3(3) of ~RISA)'that are intended to be
40X(a)of the Code (each, a "Compa ny Pennon P1aYi") that is maintained, contxibutecl to
or reyuized to be contxzbu ted to by the Compan y are so qualified end (~i) to the
of the most recenC
TCnowledge of the Company, no event has occurred since the date
compan y pension PXan,
'~ detexminatzon leCter ar applicatian~thezefor zetating to any such
of s~.ich compan y Pension 1'la~i, xi~e
~ that would. adversely affect ~e qualification
er a correct and complet e copy of the most recettC
.,-~ Coz~zpatx~ k~as made avazl~bl~ to Purchas
zes~e~t to each Compan y pension l~lazi ~ma~ntai ned,
• determination lettez' z'eceived with
be contribu ted to by the Compan y, as well as a correct and
contributed to or re9ui~ed to
o~ each pending applicat ion fox a determin ation letter, if any.
complete copy
r
(G) All cgntribudans, premiums and benefit payments under ox in
~ connection with tl~e Company ~]3eneflt Plans that are requixed to have been made as of the
been tunely
date hereof ire accordance with the terms o~ the Company ~el~efit Flans have
made or have been xeflect~d on the ~alanee Sheet. No Compan y Pension Plan has an
is defined ire Seetiov 302 0~ ERZSA or
~-~ "accumulated funding defioien.cy" (as such term
Section X12 0~ the Gode), whether or not waived.
~• ~ 21
~
on, vpluntarily provided, which
Please note that this information constitutes can~denEial business informati
Tnfocmat3on Act ("IOTA"), S CJ.S,C, §522, This
. is exempt from disclosure under the freedom of
to Sec[ian 721(b) of the 17efense
informarion is hereby being submitted ora the basis that, pursuant
e on Forei~q Investme nt in the T7nited States ("C`F1I7S") will treat this
•~ • T'roduction A.ct, the Committe
as confidenti al business informati on that is exempt from disclosure under FOTA,
informati on
WO 797153.3
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91
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•~ (d) This Section 5.13 represents the sole anal e~clasive represez~tat~on
and ~vvarra~t~ of the Corz~paz~y xe$axding Coz~pany employee benefit mafCcxs,
'~
(e) :Cha Company is iui cozripliance in all matez'~aX zespects with dl.t
a~plicable wage and hour Laws and has not miselasszfie~ and employee or independent
(~ ~ cont~ractOr,
r
' 5,1~ Tabor,

r~
j (a) The Connpany is not a party to any Iabor oz collective bargaining
agreement. ~ .
r. ,
(b) There az~ zoo {i) strikes, '~vork stoppages, wox~ sl~rwdowns or
Lockouts ~endirag or, to the ~zzowledge of the Company, threatened agazz~sX or invol~ving
'`' the Company, or {i~) unfair labor pzaetice charges, grievances or complaints petad9ng ox,
~ tp the X{nowledge o~ Selluag StocTcholiiex, threatened by or on behalf of any employee or
group of employees of the Company, except izx each case .as wauid not have a Material
AdVBTSC E~COt.
. i
5.}.S T,it 'Them axe no Legal Proceedings pending or, to the

'' T~nowied~e of the Cgzn~anq, tlareat.~ned against the Company before any Cgvernm~ntal
'. Body, vvhiah, if adversely dete~neci, would have a Material Adverse Ef~ec~ The
Company is z~ot subject to ~y (?rdex of any Governmental Body except the Sale and
Security Agreement.
5.~6 ComplxuraC.~ with L ws;~'exxnits,
~ ~ (a) 'I~e Company is in compliance with all Laws of any Governmental

lady applzeable to its respective businesses o~ 4perataoz~s, except where the failure to be
r~ in compliazice would not leave a Material Adverse ~t~'ect, `Z'J~e ~Ampany has not z~eceived
j any vrritten notice of ar been charged with the violation of any X.aws.
r-° (b) The Company currently has al] P~rnuts regai~ed ~'or the operation
~ of its business as pxesently conducted, pth~r than those the failure of which to ppssess
would not have a 1VZatexial Adverse B~feat. The Cnrnpany is not in default or viplation
(a~ad no event hAs oeaurred which, with notice or'the lapse of tame or bath, would
constitute a default or vioiati.on) of any term, candiEion or provision of any Permit to
whioh it is a party, except where such default or violation would not have a Make~ial
Adverse ~~fect,
5.17 environmental Matters.
~ (a) except in each case as would not have a Material Adverse Effect:
~~ 22
t:
']ease note that this iuformatipn constitutes confidential business informadan, voluntarily provided, which
~•~ • is exempt •from disclosure under the preedom of Information Act ("IOTA"), 5 'tJ;S,C. §522. This
information is hereby bcin~ submitted on the basis that, pursuant to Section 72L(b) of the Def~nsc
Production Acl, the Committee on Fare3gn Tnvesttnent in t)~e t7nited Stntas ("C'.l~t(7S") will treat this
'' ~"' inforroutfpn as confidential business information that is exempt from disclosure under FOIA.
WO 797153.3
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i~'
' ~ (i) the operations of the Company az~e in compliance with all
appliaa~ble Environ mental ~.aws, which compliance includes obtaining,
maintai ning and comply ing with any Pernaxts rewired under a~~ applicable
~ Environmental Taws necessary to operate its xes~ect3ve businesses
("~nviranmental Permits");
i
(ii) 'the Campazzy zs x of subject to a~ypez~c~ing, or to the
Knowledge of the Company,threatened claim alleging that the Company maybe
in ~vXolation of any ~nvirorunental ~,aw oz any Environmental Pe~nat or xnay have
~ any liability under and Environmental Law; and
(ui) to ehe Knowledge of the Company,thexe ane no pending ox

trueatened investigadons of the business o~ the Company,ox any currently ox
,~ ~re~viausJy o'wn~d ar leased property of khe Colnpat~~i under Environmental ~,avvs,
any
j vvk~icb~ wquld reasonably be expected to xesult ~n the Gompara~ incurring
material liability pursuant to any ~nvisonmantal Law,
La
'~ . Selling Stockholder is party to a Stock ~'urchase Agreement by and among De
Stockho lder and Smartma tie Holdin g Corpora tion B,V,,
Rue Xn.c("Ds Y.a Rue"),Selling
fox certain
j ••• pursuant to ~vhich De La llue agreed to indemnify Selling Stockho]dex
liabiliti es speeifze d in Section 7.2(e) thereof (the "E~cist~ ng
enviranmenCal
Environments~l Tndemtti~eation'~. Se1liYeg Stockholder shall eithex: (a) assign the
PuxchAs er, if such assignm ent is permitted; ox
•~ ~xisling ~nviranxne~atal Tndemni~ieatio~x to
it remains zn, effect by its terms, ~t Purchas er's
(b)from ame to tune foz sa long as
Selling Staakho lder's rights under, the Existin g
request and expense,enforce
Environmental Indemnification for the benefit of ~uxchascr.
(b) The repzesentations and warranties contained in this Sec 'oz~ S 17

Cam~any pertaining or
~T' are the sole and 'exclusive xe~resentatlons and warranties of the
mental, health ax safety matters , including and ai~isin~
relating to any Connpany environ
Taws, .
under any Emvixonmental
I S.1.8 Financial Advisors. With the exception of ~tid~um T'artners and

lder and the
Eureka Capital markets, which have a contract safely with Selli~ag Stockho paid the
of which incurre d on oz after Septem ber 1, 2007 vwill be by
r•~ fees and the expenses
no Person has acted, directly ox inc~~rea tly, as a lixoker, finder or
Selling Stoakholdez,
ion with tba txansact ions contemp lated by
finazacia~ advisor for die Company in conxaecC
or payment
' this Agrseznent and no such Person is entitled to anq fee ox commission like
in res~eet thereof,
~- 5,19 Na Other R~~resentations ox Wazxantigs;_5chedu~es. Except for

tlae representations and warranties contained in this isle V (as modified by the
l~3sclasure Schedule) ar AFticle VX, neither the Selling Stockho lder noz any other Verson
23
Please note that this information constiWtes confidential business informat
from disclosur e under the Freedom of Informat ion Aot ("~OJA"), 5 LT.S.C, §522. Th9s
f ~ 35 exempt
to Sectio❑ 721(b) of the befense
information is hsreby being submitted on iha basis that, pursuant
Poxeign Tnvestrne nt in the United States {"CPTC)S") will treat Dais
.~ ~~ ~'roduction Act, the Cormmittee on
ion as confiden Nsl business informat ion that is exempt from diseIosure under FQIA.
informat
_... ~~~ W0797153.3

91
r~
1
~'1
`` . makes any ot}ier express ox implied ra~zesentation ox waxrant~+ with respect kha Company
or the transactions contemplated by this Agreement, and the Selling Stoclrholde~
rT~ disclaims any other representations or warranties, whether made by the Selling
• Stoakl~olde~c ox any of xts Affiliates, of~c~rs, directors, employees, agents or
representatives. `~h~ disclosure of anq matter or item in the Disclosure Schedule shall not
be deamed to constitute an aokaowl~dgment that any such matter is required to b~
disclosed.
~~' ARTIC~'VT
~,
{- R~'R~SENTA'X'TON'S AND'WA~ItAN'Y~S OF'~ S~LLINt~ STOCK~TOLbLR
'I'he Selling Stockktoldex hereby represents to Purchaser that except as set

forth in the Disclosure Schedule:
~ 6.i Qr~,anization and Good Skaa~dan~. The Selling Stockholder is a

the
Detaw~e corpoxat~on duly organized, validly existing and in good stand~g under
iion as set foz'th above and teas aa~ zegtusite
~~ laws of tha jurisdietio~n of its incarpora
and to carry on its
• ~ corporate powex and authoxaty to own, lease and operate its pxoperti~s
business.
.~ 6.2 Autl~oi~izatin~ of A~reexnent, Thy Selling Stockholder has all

requisite corporate power, authority and legal ea~aAcity to execute and deliver this
te
Agreement and eack~ other agroement, dAcum,ent, or instrument ar cert~f'i.ca
contemplated by this Agreement or t4 be executed by the Selling StocklaoX der in
nt
connection wxttx the aonsumm~atiom of the transactions contemplated by this Agreeme
(together ~uvith this A.greeznent, the "Selliri~ Stocl~hal cler Documen ts"}, and to
r~
ated hereby and khereby. Tha executio~ a and
consummate the trazasaeCions contempl
~~., delivery of this Agreement and each of tha Selling Stocl~holder Documents and the
duly
~ cor~swnmation of the transactions contemplated hereby and thereby have been
S,t'ockhol der, This
' authorized by all required corpozate action on the part of the Selling
Agre,~ment has been, and each of the Selling Stockhvldez T7ocuments will be at ox prior to
anal
i the Closing, duly az~d validly executed and delivered bq the Selluag 5toc~ho~dez,
(assuz~aing the due authoriza tion, execution and delivery by the other ~artacs hereto and
nt constitut es, and each'Se~l in~ Stockhol der Documen t, when so
~., thereto) this Agree~m~
obligation . of the
' executed and delivered will constitute, the legal, valid .and binding
ce its
~ Selling Stocklaoider, enforceable against the Selling Stockholder in accordan with
cy, insolvenc y, reorganiz ation, moratori um aid
,- ~ t~xms, subject to applicable bankrupt
as to
. similar ~Aws affecting creditors' rights and remedies gar~exally, ar~d subject,
enforceability, Co genezal ~rinaiple s of equity, including principYe s of commerci al
reasonablegess, good faith at7,d fair dealing (regardless of whether enforcement is sought
in a proeeading at law or in equity),
V 2~l
i n, voluatarily provided, which
Please note that this information constitutes cpnfideadsl business tnformNda
S U,S.C, §522. This
• ~ is exempt from disclosure under the Freedom of Informntian Act ("FOTA"),
is hereby being submitted on the basis that, pw•suant to Sevtian 721(b) of the Defense
infoxrnatton
foreign Investmen t in the United States ("CPTC7S" ) will treat this .. ~,
Production Act, tine Committee on
under FOTA.
"~ _ information as confidential business Informa[ion that Is exemptfrom disclosure
W0797153.3
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91
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~~~
~ 6,3 Conflicts• Consents of Third Parties.
i~' (a) None of the execution and delivery by t}a~ Selling Stock]~older of
of the
~' ~ thas A~teex»ent ox the Selling Stoel~holdax T3ocuznents, tt~e conswmmation
nce by the Selling Stockh4lc ~er
transactions evntemplated hereby ox thereby, or complia
will ec~nflict witki, or result in arry'viol ation o~
with any o~ the provisions hez'eof or thereof
or default(with or without notice ar lapse of time, or bath) under, oz give rise to a right of
any pzovis~oz ~ of (i} We ce~Ci~~ca te o;f incorpor ation and
te~inatio~n or eancellat~o~ utxder,
der;
j' bglai~vs (or other organizational and governing documents) of the Selling Stockhol
, or Permit to which the Selling Stockhol der is a party or by vc~hich any of
~ (ii) any Contract
Qrder of any
r the properties or assets of tUe Selling Stac~cl~older is boutxd; (iiX) any
Governmental Body applicable to the Selling Staekholder or by which any of the
pxaperties ar assets of the Selli~,tg Stockholder are bound; ar (iv) any applicable T..aw;
with the
,.... subject, in the case of clauses (ix)-(iv) of this Sections 6.3(a}, to compliance
appXieAble xequi~sments of th.e Sale and Secixtity Agreeme nt
ti
~. . (b) No consent, waiver, appxoval, Oxder, Permit or authorization off, ox

declaratign or ~Jing with, or notification Go, any Person or Gor~ernmer~tal $ody is
' required on the part of tb~ Selling 5tockhotder in connection with the execution and
.. delivery of tlai5 Agreement or tl~;a Selling StackhoJder Documents, or the comp~iazxce by
of
i. the Seltin~ StOc~halc~ex with any of the pravisipn5 hereof or thereof, the constuaxmation
the transactions contemplated hereby, except for (A) complia nce with khe applicab le
requirements of the Su]e and Securzry Agreeme nt, anal (B) fax such other consents ,
waivers, approvals, Orders, pezrnits or authoziz atians the failwce o~ which to obtain would
ate the
not have a material adverse effect on the Selling Stockholder's ability to consumm
transactions contempl ated ~xereby.
` 6.A~ ,QyvnersIup and Tra~~fer o~ Shazes, 'Z'he Selling Stockholder is tl~e

,-., record and benefici owner of the Shares, free and clear of any and all T.ians. The
al
Selling Stockholder has the co~orate power and authority to sell, transfer, assign and
deliver sucta Shax~a as pxovic3ed in this Agreement, an:d such delivery r~vill convey to
- T'uxchaser good and marketable title to such Shares, free and clear o~ any and All ~,iens.
6.5 iti ti 'I'hexe are no Leal Proceedings pending or, to the
~-; knowledge of the Selling StocXcholder, threatened that are reasonably likely to prohibit or
J zestrain the ability of the Selling Stoekholdex to eater into thzs Agceexnent or conswnmate
the hansaotians contemplated hereby.
6.6 ~'inaneial Advisors. 'With the exce~tian of -I~~idium Partnexs and

Eureka Capital Markets, the fees and the expenses of r~vhich incurred pp or after
September 1, 2QQ7 will be paid by the Selling Stockholder, no Person has acted, directly
Stockholder In
ox, ixad~'ect]y, as a broker, finder or financial advisor £or the Selling
25
on, y provided, which
1?lease note That this information constitutes confrdentiut business informati voluntaril
, 5 U.S.C, §522. This
is exempt from disctostue under the Freedom of Information Act ("FQTA")
of the Defense
information is hereby being submitted on the basis that, pureuank to Section 721(b)
) will treat this
Production Act, the Cgmmittee on Forei~nn Tnvestmant in the United States (°CFTIJS"
under'lOTA.
,_ information as confidential business informadon that is exemptfrom disalosura
wo ~s~iss.s

91
`'~ t
ent and no Person is

connection with the transactions acmtemplated by this Agreem
ez~tit~ed tq any fee pr cotnrt~issian or like puyznen t in xespect thezeof.
t 6.7 No Pest-Closir~,_bwnership Interest, ~rnmediately upon Closing,

beneficial ownczship interest
Selling Seocl~older will ~a'v$ no further legal, equitable or
in the Company, and Selling Stockholder's sole rights will be to receive the economic
benefit of the bur~ain set out in this Agreeme nt,
'' 6.8 Na Outer ~elationshfp~. Except as set forth in ttus Agreement, no

ox ennnect~on of
U.S. Stoekholdex has any Goniractual obligation, z~noneta~cy obligation
Stockho lder ox any of its Affl~at es other than the Gampan~ after
any kind with Selling
giving affect to the Closing .
6,9 Acct},rae~ of Company R~px~sentations, As of the date hereof, the

that would
~~ SeDing Staekholdex has no Knowledge of any facts, events ar circumstances
ntadons or warza~t Ses o~ the Compan y set forth in Article V to be
cause any of the re~xese
untrue ox misleading ixi aT~~+ material respect,
i. AR'i'ICL~ VYX
AND U.S.
RLPRESBN'~'AT70NS AND ~A~I2l2A~tTILS O~ PURCHASER
~' S~'OCT~HOT.DE~tS
t Purchaser, and solely for the pnrp4s~s of Sections 7.X0, 7,X1 and 7,~2, the
arad warrant to
U,S, Stockholders seve~cally, each on bak~a~' of himself, hereby repxesent
~o~th in a disclosu re schedul e de~iveze d to the
the Selling Stockholder that except as set
to the date hereof (the "~'urch aser A~SeXos arc
{ Selling Stoakt~older at or prior
Schedule");
"~ 7.1 C~r~anizat~on and Good Standing,. Purchaser is a corporation duly

the State of Delaware
orgaiaized, validly existing and in good standing under tl~e laves pf
grid has all requisit e corpoza te power acid authorit y to ovrn, lease and operate properties
j and carry on its business.
7.2 Autharizataoz~ pf Aru'eement, S'uxehaser has full corporate power
nt, dauument,
~~~ and authority to execute and delivar this Agreement and each other agreeme
Agreem ent or to be execute d by•~'ur~Yaasex
inskrument or certificate contemplated by this
mation of the transact ions contemp lated hexeby anal
in conri~cttan with the consum
Aacuzne nts"), and to consum mate the transact ions
thereby (the "~urebaser
and ti~ereby . The executi on, delivez y and perform ance by Purchas er
contemplated hareby
ed by all
of this Ag~e~nnent and each Puz'chaser laocuxnent have been duly authoriz
bas been, And each
4 ~ necessary corporate action on behalf of Purchaser, '~hxs Agreement
[he Closing , dui execute d and delivered by
Purchaser Document~will be at qr priox to
due authoriz ation, ex~eutao a~ aid de1~~lez' y by the other
r-
Purchaser and (assumiiu~g the
~, ~ 26
Please note that this informatiop constitutes con~identia) business
ficom dfseiosur e under tha freedom of Gnforinat ion Act ("X~OIA"), 5 U.S,C, §522, This
,r" is exempt
to Section 721(b) of the b~fensc
information is hareby being submitted on the basis that, pursuant
("G~[3S") will acct this
Production Act, the Committee on foreign Investment in tJ~e I.l'nited States
as confident ial business informati on that is exempt from disclosar e under FOIA,
information
~` W0797153.3

91
I~
'~ ~
~ariies hereto aa~„d t3iexeto) Ibis Agxeement constitutes, and each chaser Document
'~
when sa executed and delivezed will constitute, the legal, valid and binding ob~xgatioz~ o:F
r-. e with. its terms, subject to
~ Purchaser, enforceable against Purchaser in accordanc
app~xcabl~ bankruptcy, insolvency. xeorganixa tion, moratoriu m and similar ]aws affecting
crediCvrs' righTs and remedies generally, and subject, us to enforceabil ity, to general
pxinciples of commercia l reasonable ness, good faith and
principles o~ equity, including
of whether enforceme nt is sought in a praceeciin g at law or in
~aix dialing (xegardless
e~u~ty~'
~ ~ 7.3 Conflicts: Consents of Third ~'arties,
~ ~ (a) The execution and delivezy b~ Purcliaser a~ this Agreement or the

Furchaser Documents, the consuma~at3on of the transactions contemplated hereby or
thereby, ox the compliance bq ~urchasex with any of the provisions hereof or thereof will
lapse
not convict wikh, ox result in any violation of or default (witk~ or ~evithaut notice ox
of time, or both) under, oz give x9se to a right of tenminution ~r car~c~Jlati on under, any
~TpV]S1071 of (i) the certificate of incorpoxatior~ az~d bylaws of Ptuclaasec; (ii) and
Contract or ~'exmat to which ~'urchaser zs a party ar by which Jf~uchaser ar its properties
t
ax assets are bpiu~d; (iii) any Order o~ any Govezmmental Body applicable to Pprchaser or
{., by which any oP the pro~srties or assets of Purchaser are bound; or (i~r) azxy applicable
i S.~avcr.
(b) No consent, waiver, approval, Order,Permit ox authorization of, ox
.~ declaratio n ar filing with, ar not cation to, any Person or Governmental Body is
required on fhe part of Purchaser in connection.wikh the execution and delivery of this
Agreement or the 1'urah~ser Documents, the connpliance by Purchaser with any of the
r ~ravisions ~.ez~eof px thereof, the cansuz~.q~ation of the transactions contemplated k~e~eby
t or the takiTig b~ Purchaser of any other aoMan contemplated hereby, except as required
~lxader the Sale and Security Agreement
r 7.4 X.iti a ion. '~er~ are no Legal Proceedings pending or, to the
knowledge of Purchaser, threatened that erg reasonably l~ceXy to prohibit or restrain the
ability oP Purchaser to enter into this Agreeme~.t or can,suuunate the transactions
contemplated k~exeby.
r 7.S Investment Inter~tioz~. Purchaser is acquiring the Sl~~es fog its vvrza
. ~ acGo~unt, for investment purposes only and not with a view to the distribution (as such.
_. term is used 1171 S6GCIOTI 2(a)(11) of the Securities A.ct of 1933, as amended (the
~ "Securiities Act") thereof. Puxck~aser understands that the Shaz'es have not been
registered under the Secur3ries Act and cannot be sold unless subsequently registered
~. u~ndex the Securities Act or are. exemption firozn such registration is available.
7.6 ~'inanc~al Advisors. Na Person has acted, dizeetly or indirectly, as

r, a broker, finder or financial advisor for Purchaser in connection with the transaotions
~ z7
which
Please note that Uiis tnfa~viativn constitutes confidential business Information, volunlarfly provided,
5 §522, This
is exempt from disclosure, under the ~raedom of Tnfarmation Act ("IOTA"), 'U,S,C.
information is hereby ,being submitted an tl~e basis that, pursuant to Section 721(b) of the Defense
Production Act, the Committee on foreign Xnvestment in the United States ("CFlIJS") will treat this
' information as confidential business informa[ion that is exempt from disclosw~ under ~OIA,
~. r~ W0797153.3
~:

91
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{ contemplated by this Agreement and no 1'ez~son is entitled to any fse qr commission or
like pa~mant in aspect thereof.
r; 7.7 [intentionally Onaittedl.
r~ 7,8 Tntention~]1~,.0mittedl.
i~
7.9 Condition of tha'~l}s3nsss. Natwithstaz~di~n~ a~~thiiag po~atainec3 in
the Selling
this Agreenner~t to the contrazy, Pi~xchaser acknowledges and agrees that
SCoclrholdes is not nnakizig any represen tations oz warranti es whatsoe ver, express or
~. Stockho lder in Article V7 (as
impl9ed; beyond those expressl y given by the Selling.
es hereto as supplem ented ox amended ). Auy clams Purchas er
modified by the ScheduJ.
1~~~ may. lave far breach of z~epresentation oz' waizanty shall be based
solely on the
represen tations and warranti es of the Compan y set forth in Article Vand/o r of Se]]ing
hereto as supplem ented
~m Stockholder set forCh In Article VZ (as ~odi~ed by the Schedules
r bas na Kzaowle dge o~ any facts, events ox
i' ox amended). As of the date hereof, Ruchase
represen tations or warxanti es of Che Goxrxpan ~
circumstances that would cause any of the
set fortkx in Article to b~ timtrue ar misleadi ng in any material respect.
~'.
7,10 Sala and Securjt~ A.~reement, Purchaser and each o~ the U.S.
nt), (ii) not
Stackho~dexs is (I) a'~'hi~d Warty (as defined in the Sale and Seeurzty Agreeme
f ar agent of Sma~tma txc (as defined in the Sale anal Sectuaty
a stockholder, Affiliate
(izi) not personn el (as defined in the Sale aaxd Security Agreeme nt) of
A~reeme~tt) and
r- Smartmatic (as defined in the Sale and SecuriC~ Agreement).
7.1,1 U.S,~,Stoctc~alders. ~'he U,S. Stockholders collect#vely o~vn all of

`. . my, Cramer, Foster,
the outstandixag 1'urc~aser Common Stock. Each o~ ~3laine, McMane
Elder and Keeling are citxze~is of the
Weinel, Singh, ~,ierman, T~orb, Smith, Shafer,
as defined in 31 C,F.R, Section 800,2 3,
United States and are not fareign persons
i
~ ~ - 7.12 No Undisclosed ~incipal. ~To U,S, Stocicholdex in his capacity as
in on
such is acting as an agent for or otkaecwise on behalf o~ any other Person connecti
with the transactions cpntemplated by tJaia Agreeme nt.
f
ARTTCL~ V]II
r~~
COVENANTS
8.~ Acces§ to Trtformatio~,, (a) fox a ~eriad nat to exceed twenty (20}
its
days following the date of this Agreement, Purchaser shall be entitled, through
and represen tatives (includi ng its legal advisors and accpunta nts), to
officers, employees
of tie Compan y and
I ` make such investigation ~F the pz'~perties, businesses and vperatioz~s
~: bly zequests aiad
such examination off' the books and records of the Company as it reasona
records. Any such investig ation and
to make exCxacts and copies of such books and
28
1:
i. on, voluntarily provided, which
Please note diet this information Constitutes confidential business informati
Una freedom of L~formati on Act ("k~OTA"} , S '(7.S,C. §522. This
,... is exempt from disclosure under
to Section 721(b) of the l~~fense
t in the United States ("CI~ITJS") will treat this
Panduction Act, [he Committee on foreign Invesunen
information us confidential business information that is exempt from disclosure under FQTA.
W0797153.3
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~~.
` ; ..., ~ ,
~' exarninatian shall be conducted during regulax business fours upon reasonable advance
notice and under zeasonabYe circumstances and shall be subject to zest~ictions under
applicable LaW. 'the Compauy shall cause the officers, employees, consultants, agents,
aCGoUntants, attome~s and other repxesentatives o~ the Company to
cooperate vritt~
Purchaser and k'w'chaser's representa tives xn Connectio n with -such investigati o~a and
examination, and Purchaser and its representa tives shall cooperate wit1~ the Company and
jr ~
tives shall use their reasonable efforts to minimize and disruption to the
its representa and
business. N'otwiths twdipg anything herein to tk~e Contrary, no such investigat ion or
~. tl~e Company to
examination shall be permitted to The exEent that it would require
~ ~ disclose information subject to attorney-client privilege.
(~ '(b) 'Without limiting t1Ye provisions o~ Section• 8.8, for a period of two
`~ (2) years after the Closing, ~'urchaser will ~Ive the Selling StUckhalder reasonable access
dw-ing purcl~asar's regular business hours upon reasonable advance notice and wader
~' reuson.able circamstanees and shall be subject to z'esbractions under applicable T.aw to
of
' books and xecvrds transferred to Purck~asex to the extent necessary for the preparation
financial statements , regulatory filings or 'Z'ax returns of the Selling Stockhold er or Its
~ .A~£~iates in respect of periods ending on ox prior to Closing, or in connection with any
X,egal ~'z'oceedin$s. The Selling Stockho]~er sha11 be entitled, at iks sole cast and
~-• expense, to snake capzes of the• books and recozds to which it is entitled to access
~ pursuant to this Section 8.1(bl.
~.., (c) Natwitixstazading ~ything to the con~kraxy k~erein, prior to a sale of

the YJ'nseculed Promissory Note pursuant to Section 8.~6 and for so long after s~cl~ salt
as the Urnsecuxed Promissory I~'ote is patenti~ily convertible in accordance wiCh Article
.- ~ N thereof, any prospective purchaser o~ the Unsecured Promissory Note ide~►ti~ied by
~' Sellung Stockholder, or the holder of the Uttsecured 'Promissory Nuts after such sale, shall
be e~tiCled, through its p~~cers, employees and representatives (including its legal
advisors aid accountants), to make such investagaCion of the properties, businesses and
operatiaras of the ~oznpany and the Purchaser and such examination of the books and'
records of Che Company and Che Purchaser as it reAsonably requests and to make extracts
• and copies o~ such books and •records and PurC~e~ser shall permit such ~nospective
. purcbasex pr holder access tp, and examination of, the prAperties, businesses, operat[ons
and persomzel of the Co~.pany and the Purchaser, including the opportunity to meet witk~
their independenC at~ditozs and customers, all for the purpose o~ conducting a
~ c4~mprehensive due diligence investigation of the Ptuchaser and the Compar~.y of a scope
customary in the acquisition context, SUb,~OGC k0 (i) eustomar~r rest~ietioz~s on and
procedures fox staged access to information, perspnnal and Customers in an acquisition
eoniext to protect coa~id~ntial and ~ropz~stary information and so as not to be disruptive
to fire Company, the k'urehaser or its customers, and (ii) such prospective purchaser ar
;~`: holder entering into a customary nondisclosuze agreement with the Com~ari.~,
29
voluntarily provided, which
Please note that this ~nformalion Constitutes confidential business Information,
is exempt from disclosure under the ~reeciom of Information Aat ("POIA"), 5 '(7.5,C. §522. Taus
.- 721(b) of the Defense
information is hereby being submitted on the basis that, pursuant to Section
Ueat ,this
. Prodacdon Aal, the Cpmmittec qn Foreign Inveshnent in the CJniled States ("CFIIIS") wiU
^ "; ~ information es confidential business information that is exempt from disc►osure under FOIA,
1Y0 797153.3
i .

91
~_..
__.,
(.~..}
r--.
8.2 Conduct of tBe Business Pen~,~~thg.Closing.
i (~) 'Ptio~r to the C1osIng, except(n as aet fort~i an Schedu s 8.2,(II) as

? ~ requixed by a~~liaable Law,(IZ~ as piherwise contemplated by this Agreement pr (iV)
wit1~. the pz~ioz~ written consent of puzc~.aser (which consent shall not ba unreasonably
(! wit~ttheld, delayed or conditioned), Ghe Selling Stoc7shold~x shall, anc~ shall cause tho
Company to:
~. (i) conduct the business of the Company ozzly ~► the Ordinary

Couxse of Business; ar;~.d
(~' (ii) use its commercially xeasonable efforts to (A)preserve the

.' ptes~z~t business ope~taons, organization and ggodwill of the Coz~parAy artd (~) presexve
the present xeladonships with customers and suppliers of the Company,
i ; prior to the Closing, except(~ as set torts on Schedule 8.2,(II) as
~ (b)
required by applicable Law,(~I~ as otherwise contemplated by tb.is Agreement or(N)
T with the ~~ox wxitten consent of Purchaser (wkiich consent shall nat be urxreaso~~bly
withheld, delayed ox conditioned), the Selling Stockholder shall not and shall z~ot.permit
t1~e Caznpany to;
,—
'. (i) dcciare, set aside, make or day any dividend or other
distribution in respect of the capital stock o~ ~~ Company or repurchase, redeezrx or
+^•
~ . otherwise acquire and outstand'wg shares of the capital stock or other securities of, ox
other ownu~ship interests in, the Company;
. (i3) kransfer, issue, sell ar dispose ox any shams of capital stock

or other sec~uities of the Campax~y or grant options, warrants, ca[7s or other rights to
purohase ox otbez~wise acquire shaxes of Che capital stack or atlier securities a~ the
~'~ Company; '
(iii) effect any recapitalization, zeciassifzcatior~ oz like change in

` khe capitalizatlou o~ the Cpm~any;
(iv) amend the certificate of incorporation or bylaws or
~ conrapsrab~e organizational. documents of the Cozz~pa~l~;
(v) oth~X than in the prdin~u-y Course of Business dr as

required by Law or Contract,(A)materially increase the anulual levet o~ compensation of
any director or executive officer of the Comparxy,(F3) ma#erially increase the annual level
of compensation payable ax to become payable by the Company to any of ate zespective
directors ar executive officers,(C) grant any unusual or extraordinary bonus, bene~Zt or
other direct or incTirect comp~nsation•to any director ax executive officer of the Company,
... (D)materially increase the coverrage or benefits available undex any (oz create azxy . new)
30
i
Please note that this information constitutes confidential business information, vpluntarily provided, which
~~ is exempt from disclosure under the Freedom of Inforrnation Act ("POTA"), S U,S,C. §522, This
information is hereby being submitted on the basis that, pursuant to Section 721(b) of khe laefense
~'roduction Act, the Committee on Foreign Investment in the i7nited States ("C~lCJS") wi11 treat this
'. information as confidential business information that is exempt from~disclosure under P IA.
wo ~971s3.3
,....;
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i
' Cpmpany Benefit Pfau or {E)enter into any employment, deferred compensatlou,
severance, cottsu3ting, non-competition or sirr►Ilax a~teeznent (ox ~tnend any such
~ a~resmant) to which the Company is a party ox which involves a director .or executive
to
~ ~ officer of the Company,except,in each case, as xequi~ed by applicable I,aw &ozn time
time in effect or by the terms of any Compaz~ ~ Benefit Flans;
r.
(vI) subject to any Lien, any of the properties or assets (whether
tangible or intangible) of the Company,except fox'Permitted Bxceptlons;
~ (vii) acquire any material properties or assets nz self, assign,

license, transfer, convey, Leese or otherwise dispose of any of tie material properties ox
~^` assets of t~.e Coxr~pany;
' (~v~i~) othex t~at~ in the Oxdiva~-y Course o~ business, cancel ox

the
j compromise any material debt or claim or waive ar release and material right of
r 'Company,
r (uc) enter into any coz~nxnitz»ent for capital~expez~dihues of the

.all
Company i~ excess o~ $ 0,000 for any indzviduak commitment and $25,000 for
cozn~zitments iun the aggregate;
f (x) enter into, madi~y or terminate any labor or collective

bargaining agreement of the Company;
~--
(~) discuss, negotiate, respond to any inquiries Xegaxdiang, enter
to and
into or agree to ez~tex into, or permit flee Company to discuss, negatiatp, Respond
anq stock safe, asset sale, merger,
~ anquixies zegarding, enter into or agree to enter iu~to,
clause (xi) shall not
~ joint venture or cansolidatXon with and Person, pxovided that this
prohibit discussions, negotiations ox response s ko inquiries with ox to the Persons listed on.
Schedule 8.2{b~xi,~;
(xii) paq and obligation o~ (i) Selling Stoeltholdex or any
~' Affiliate o~ Selling Stocklaold~r othex than the Company, (ii) any prSnaipal pf Selling
transfer
Stocichol~er ox ariy l~ffiliate of Selling Stoekholdex, nor distribute or otherwise
Affiliatr. of Salling
any~cash or assets of the Cam~any to Seiluag Stockholder, any
der ar any Affiliate of Seilin~
Stockholder, or any ~rinoxpal of Selling Stockhol
on with expenses incurred prior to Septembe r
Stockholder, except in each case in. oonneoti
1, 20Q7.
r-
(xiu) comJ~ly in all xes~ec;ts r~vith the Sale and S~curitq

on
Agreement and aU other Laws appliea6le Ca the Company and to the transacti
~~ contem~lat~d by this Agreemen t.
~t, 3A
n, voluntarily providc;d, which
P►case note that this lnformadon constitutes confidential business Informatio
§522. This
is exempt from disclosure under Aie F~Ycedom oP Tnformatton Act ("FOTA"), S U,S.G.
submitted on the basis that, pursuant to Sacti~n 721(b) of the befensa
infoimatian is hereby being
) will treat this
Production Act, .the committee on ~oreigti Ipvestmant in the (7nil~d States (°CFICJS"
FOIA.
information as oonfidential business information lt~at is exempt from disclosure under
~~~. W0797153.3
i
f
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_ ... .. .. ~ ...
Entered:04/01/16 13:30:30 Page47 of 91
~'. .. I _

91
r'
~ .
{
_~~
~ (x~v) make oz rescznd az~q election relating~to Faxes, settle or

compromise any claim, action, suit, litigation, proceeding, ~rbitratinn, investigation, audit
malre
controversy relatix~p to 'Fars, or. except as ret~zixed by applicable haw or GA.l~P,
and mate~al ck~ange Ca a~.y oP its methods ~f accounti ng ar methads of ra~oi~tin~ income
i
the
ar deductions for Tax or accounting practice az policy from those employed is
~~~ preparation of its most recent Taac Return; or
(xv) agree to da anything prohibited b~ tb~is Sectio 8. .

~•
8,3 Consents, Ì've Puxchaser, Se~lang Stoc~holdex and the Cornpan~,
le
shall use their commercially reasonable efforts to obtain at the earliest practicab date all
to consumux ate the transacti ons contempl ated by this
(~` consents and approvals requited
Agreement,including, wiWout limitatio n, the consents and approvals referred to in 6__3 tai
vely, the "Consent s"), x o ~ vided, however, that, no Path shall
and 7.3 laereaf {collecti
to pay sny considera tion other than ~lin.g fees ox othaz' sums required by
~ be obligated
Law to any thvrd party from whom consent or approval is requested.
&.4 ~2e ator~Appxovals.
(a) each of Puxahaser, the Company and tl~e Selling Stockholder (if
ar any
''"~. necessary) shall(a) make pr cause to be made all fllings regai~ed of each of them
of their respectiv e Subsidiar ies or Af~tliates as requested by GFZLIS pursuttz~t to tkze Sale
i
and Security Agreeme nt with respect to khe ~rans~cti ons cpntempl ated hereby as promptly
the Sale
~V as practicable, {b)comply at kbe earliest practicable date with ~y request uzzdex
and Security A~'eemec~t for additional informati on, document s, or other raate~ials
received by each of diem or any of their respective Sabsidiarics or Affiliates from CT~IC.75
V end (c) cpoperate with eAc~ other in connection vrith any such filing (including, to the
extent pezmitted by applicable law, providing copies of all such documents to the non-
~iling Patties prior to filing and considering all reasonable additions, deletions ox ohanges
tion or
su$gcsted in connection therevvit~) and in conueation with resolving any investiga
Sale and Security Agreeme nt with respect to~ auy
other inc~niry of any of CFNS under the
on. Each such Forty shall use its best efforts to furnish to
such filing or any such trattsacd
each other all inforrnat aon required for any applicati on or other filing to be made pursuant
to any applicable law iu connection wikh khe t~az~sactions contezz~.~Xatec~ by tlxia
r_ .A.$reemenk. EAch such Warty shall promptly infozm the other ~'artiP.s hez~eto o~ a~.~+ oral
i communication with, and provide copies of wz;itten communications vrxt}x, any
Governmental Body regarding any such filings ox and sue~Z kra~zsaction, No Ply k~ereto
~. Shall independently participate in ara~ Poxcnal meeting with any Governmental Body in
the outer Parties
respect of and such filings, investigAtron, or other inquiry without giving
hereto prior notice of the meeting; and, to the extent perttutted by such Governmental
to applicabl e Law, the ParCies
Body, the o~porttuiity to attend and/or pa~~ticipate, Subject
hereto wSll consult and cooperate with one another in connecti on with any asialyses,
briefs, argument s, opinions and proposals made
' appearances, presentations, memoranda,
32
provided, which
Please note that this inforrr►ati0n constitutes confidential business information, voluntarily
13 axcmpt from disclosure under the Frseciom of
Information Act ("FQIA"), 5 C7,S.C, §522. This
r•
to Section ,721(b) of the befense
~ information is hereby being submitted on the heels that, pursuant
Investment in the CJnited Skates ("C~I[JS") will licit th9s
T'roduction Act, [he Committee on ~orcign
information ns confidential business Information that is exempt from disclosure under F~TA.
-- W0797153,3

91
~~
Sale
' ax sub;m~tted by ox o~ behalf of a~~y ~'axty hereto xelatiag to proceedings undex tie
Any Party may, as it deems advisabl e and necessar q,
and Security Agreement.
zeasar~ably designat e and competit ively sensitiv e material pzovide d to the other Parties
(~
s and the information
tixadex this S tion: ,4 as "outside cpunsel only," Such material
'evil]
contained Cherein shall be given only to the outside legal counsel of the recipient and
, or d'ueetor s of the
i not be disclosed by such outside counsel to employees, o~'ficers
recipient, unless express ~rrritten permission is obtaine d in advance from tie source of khe
t
matcrZals,
(b) ~,ach of T'urchaser,Selling Stockholder and the Company shall use

nental
Xts best efforts to resolve such objections, if any, as may be asserted by arty Qovernz
Aod~ with respect to tl~e transactions contemplated thisby Agreeme nt under the Sale and
r~
Secuzity Agreement,
$.5 Ftuther Assurances. Subject to, and not in limitation of, Sec 'on
use its
~' 8~,4, each pf Purchaser, khe Selring Stockholder and the Company shall
tales all actions necessar y ox appTopri at~ to
COliurierCially reasonable efforts to (i)
cantempl ateci b~, this Agree~xa ent and (ii) cause the
r~~ cansuxnmats the b~ansactions
pzactioa ble date of ali of the conditio ns to their respecti ve
S fulfillment at the earliest
nt.
obligations to consummate the transactions contemplated by this Agreeme
8.6 CTz~tentSan~ally ~~r~uitted].
~' 8.7 [Tntenrionally Omitted.
8:$ Preservation ofRecords. The Se11~z~g Stoekho~dea ozzd ~'urck~asex

by tk~ez~ ox their
i" : agree that each of them shall preserve and keep the records held
Compan y for a period o~ seven years from the
Affiliates relating to the business of the
date that is six (6) months after theèxpi ration of the
Closu~,g Aate ox, i~ longer, until the
on with respect to ~'sderal and state income taxes, and shall
'T' appl~cabTe statute of limitati
and pez~sonna l. avai~labl ~ to the other as may be reasonab ly required by
i make such recoz'ds
e cIaizns by, X.cgal
such Party in connection uvith, among other things, any insuranc
ings oz talc audits against or governm ental investig ations of the Selling
i~"' Z'roceed
~aliat~ s or in order to enable the Selling
Stockholder or Puzchasei or any of theme
with their ~specti ve obligati ons under this
Stockholder or l'urchasez' to coz~p~y
1 Agreement and each other agreczne
thereby. Tn the event the Selling
nt,
Stockho
doeumez
lder ox
~t or instrum
~'uze~as er
ent
Wishe,~
contemp
to
lated
destroy
hereby or
such records
to the other
after chat time, such Tarty shall first give ninety {90)days pz~ox vv~tten notice
,M, and expense , upon prior written
and such gther Party shall have the z~ght at its option
take possession of the
notice given to such Party within that ninety (9Q) dap period, to
days after the date of such notice,
xeeoz'ds wiCl~in one hundred ei~ty(1$0)
;~' 33
Information Act ("T~Q1A"), S ~(l.S.C, §522. This
is exempt from disclostue under the Freedom of
the basis CI10.~ PUCSU9At TO Section 721(b) of the DeFense
information is hereby being submitted on
United States ("CF,![IS") will treat this
Production Act, the Committee on Foreign Investment in the
as confident ial business informati on that is exempt fzom disclosure under NOTA,
information
WO 797153.3

91
f~
i
..
~-
k
$.9 I'ublici ,
(a) Noce of tYze Selling Stacicholder, the Cgmpan~ ox Purchaser or any

~ of their ~liates shall issue an~r press release or public anaouncement concerning dais
Agreement or the transactions ~ontea~apiated hereby without obtaining th.e priox written
~~ ap~mval o~ the othex ~'arty k~ereto unless disclosure is otherwise requixed by applieabae
S..aw or CFTC7S, provided ~Zat, to the e~ttcnt required bq applicable .~.aw or C~C7S, tie
__ Patty intending to make sack r~l~as~ shad nse its comnnercially raasortable efforts
consistept with such applicable ~,aw or CFICTS to consult with etch other Party with
respect to the timing and content thereof,
i ~ {b) Each o~F I'uxe~aser> the Company and the Selling Stockholder agree
'~ that the teXz~ns o~ this Agreement shall not be disclosed or otherwise made available to the
public and Chat aop~es of this Agreement sh~il ~aot be publia~~ ~ileci or otharwiss made
~, available to the public, except wheze such disclosure, availability ar ~xling is r~quuted by
applicable ~,a~cv or CFIC75 and only td the extent required by such Law oz ~k'~US. Xn the
~.. .event that such d~se~osuxe, availability az flung is reynired bq applicable X.aw or CFIUS,
i i each o~ purchaser, the Company and tha Selling Stockholder (as applicable agrees to use
its commercially reasonable e~forta to obtain "confidential treatment" o~ this Agreement
with the re9uesting Governmental Body o~ Ck~TC7S and to radact such tezms of this
Agreement as the other Warty shall request,
8.10 [IneentionaIly t~raitted},
$,11 Tnsuurance, 'The Selling Stockholder shall maiutaiuy. yn effect

_ existing directors' and officers' liability insurance coverage foz lack, Blaine and Peter
1VlGManemy in tha cuxre~tly applicably coverage amounts fox any c7ai,~zas that occurred at
any time prior to or on the Closing Data, such coverage to xexnaxn in e£~ect khrou~h the
date that is one (1) month after the expiration o~ tk~e applicable statute of limitation with
respect to such elaiins.
8,12 ~7isclQsure ~cY~edules: Supplementation and Amendment of

`~~ Schedu es. 'x'k~e Coz~opany and the Selling Stockholder may, at their o~'tion, ine~ude in tha
~ ~ Schedules items that are not material in order to avoid and misunderstanding, and such
inclusfon, ar any references to dollar amounts, s~al1 z~at be deemed to be a~
acl~ow~eeclgement ox zepresentation that such items arc material, to establish any standard
~; of materiality or Co define further the meaning of such terms fox purposes of this
~.., Agreement. Information disclosed in the Schedules shalt constitute a disclosure for all
purposes under this Agreement notwithstanding any reference to a s~ecifac section, and
all such infonn.ation shall be deemed to qualify the entire Agreement and not just such
-., SCCG1pI1, Each oP the Selling Stockholder or the Company+ may,
at auk time, and from
time to time, from the date hereof until the Closnig Date, supplement or amend the
Disclosure Schedule ar atxy other schedule hereto wikh respect to any matter arising after
i~ ~ 34
~'leasc note that this information canst{tutes aonfidanda] business information, voluntarily provided, which
r•; is exempt from disclosure under the Freedom of Tnformutian Act ("FOIt1"), S U.S.C. §522. 'Phis
information is hereby being submitted an the basis that, pursuant to Sec[ion 721(b) of the pefense
Production Aci, the Committee on Foreign Investment in the United States ("CFI[JS") will treat this
information as confidential business information that is axempt from disclosw•e under FOTA,
wo ~mis~,s
_ - ~
Entered:04/01/16 13:30:30 Page50 of 91
~

91
~ -:
would nave
the date herenf which, if existing ox accwxing at or prior to•the date hereof,
un such schedules , ~Vo supplc»ae nt or
been. xequired to be sat foz~ or described
have any effect far the purpose of determin ing the
i amendment to such schedules shalt
satisfaction or fulfillment of the c4ndiiion s set fo~h in ,Arkicle ]X hereof; provided,
y
however, that any matter arising after the date hereof and disclosed accivatel in a
supplemented ox amended schedule pursuant to this Section, wtule it may give ~urehase c
(" ~ ,
to terminate this Agreemen t i~, in Purchase r's reasonabl e judgment tt~s new ,
the zig~zt
disclosure would ha~va a Material Adverse Effect, it shad not fozrn thB basis Yor a c~~im
ons
' for breach of puny xepresez~tat~o~ ox warranty' that survives tie Closing i~ the tiansaeti
~ ~ contemplated hereby are canst~mmated.
~~ 8.13 Non-Solicitation.
(a) for a pexiod of three ~(3) yeaxs £~ona and after the Closing pate, the
oFf'icer,
f`~ Selling Stockholder shall not directly or indirectly, through any Affiliate,
director, agent oz otherwise , cause, solicit, induce ax encourag e any employee o~ the
t'
Company as of the daft hea~eof or at any time during such period to leave such
employment, or hire, employ or othervc~ise engage such individua l, For a pariod o;f ttuee
~'
,
(3) years from and after ttae Closing Date, thhe ~'urchaser shall not directly or indirectly
thz'ough any Affiliate, officer, director, agent or othervc~is e, cause, solicit, induce ox
_,
the
~ encourage any employee of Selling Skockholder or its Affiliates (olh~er than
leave such
Company) as of the date hereof or at any time duxia~g such. pexiod to
employment,or hire, employ or otherwise engage such individual,
(b) The Coven~uats and uzada~takivags contained in this Seckion 8,13

relate to matters w3iich are o£ a special, uzaiquc and extraoxdi~nary charactez az~d the
8.13
~ Parties acknowledge and agree that a vialatioz~ of axiy of tl~.e t~xm~s off' tk~as Section
Selling Stockhol der, as tha case mad be,
will cause irreparable injury to Purchaser and the
the amount of which will be impossib to le estimate ox detexznia~ e and wk~ich. ca~a~ot be
adequately compensated. Accordin gly, the remedy at law for a~zy bxeac~ of this Section
~
as
8.13 will be inadegqate, Therefore, each of ~'urc~aaser and Sel]ing StocJ.r2~o~der,
damaga or posting any
r applicable, r~✓ill be entitled, wrzthout the necessity of pz'oving ackual
band whatsoever, to an amount of damages equal to twentp (20) times the total. annual
compe»sation of any employee who is hired by Purchaser ox Selling Stockkzolder, as
to cure
app~icab~e, izt breach of this Section 8.13, subject to such breaching Party's ability
the breach b~ terminati ng the applicabl e emp~oye a ox ~ayixig such damages within thirty
r
g vvr~tten notice of Bach breach by the non-breachin g ~'a~-ky, each of
(30) days fo~lawin
le Par
r. t~.e ~'urcbaser a~.d Selling Stockholder agree that the amount Af damages zccovarab
a breach of this Section 8.~3 represents a reasonable estimation of damages. The rights
and remeciiss provided by Wis Section 8.13 arc cumulative and in addition to~ any other
or
-, rights and remedies which Purchaser or the Se~li~a~ Stoel~holder may have hereunder at
law oz in equity.
3S
n, provided, which
Tease note that this information constitutes Confidential business informa[io voluntarily
from disclosure Under the Freedom of Tnformado n Act ("POIA"), 5 U.S.C. 8522, 'his
r-• is exempt
721(b) of the Defense
information is hereby being submitted on the basis that, pursuant tv Section
("CFNS") will treat this
•• Production Act, the Committee on foreign Ipvestmeut in We Ylnited States
~O~A,
information as confidential business information that is exempt from disclosure under
W0 79715,3

91
~:
„~ ,
•t
(c} The Parties hexeto agree kt~at, i~ auy court of competent jurisdiction
detert~znes that a specified tune ~ez~od, a specified geo~aphical area, a specified
business limitation ox any other relevant feat~u~e o~ this Sectiott $.13 is unreasonable,
business
r` arbitrary or against public polio+, then a ]essex period of tame, geogzaphical a~~ea,
such court to be rebsonAbl e,
limitation ax other reXevant feature whick~ xs deterniined by
not arbitrary and not against public policy maybe enforced a~a~nst tl~e app~zcable ~'axty,
$.J.a Pz'opxietax~ Xnt~l~ectual Property. The Parties agree azid

;i acknowledge that the Company does not have any right, tiCle ar interest in pr to the
Iry ~'xoprietary Intellectual 1'raperty, without limiting the teams of the 17istribution
Agreement.
8,15 Salt anti Securlty A •eernezxt, The 1'Art~ies agree and acknowledge
of
khat on the Closing Date, puxsuant td Ghe kez~ns of the Sale and Security Agreement, all
~Ji Selling Stockholder's ownership interest, including autstandj ng shares, in the Campanq
i'. and ats assets, shall be completely aud• irrevocably severed and none o~ S~l~ing
Stoekholdex pr any of its Affiliates shall have any Contrtl] ovex t1ae.Campan~,
4,
8.16 Sale of Nate of Unsecured Promissory Note' K9 t o' first
ar
_.l Ttefusal. Selling Stockholder rnay, snbjeat to this Section 8.16 and Section 11.1, sell
ry Note to a Third party (as defined in the Sale and
assign the Unsecuzed Promisso
to
Security Agreement)(the "Third 1"arty Pureha~er"). If Selling Stockholder elects
sell ar assign the Unsecured ~.'zoinissory Note, Selling Stoc~chalder shall obtain from such
.~
Third Party Purchaser a bona fide written offer to purchase the C7nsecured Promissa~y
and the
dote stating ttxe teams and conditions upon which the purchase is to be made
Notice") and shall provide such Sale Notice to the
con5iderataon a~'exed (Ghe "Sale
or Sts designee( s), which may Include, without limitation , tYie
~'arclaas~x, '~'kle'~'uxGhaseC
ers, sk~a~~ }nave a right of first refusal to purchase the Unsecure d
U,S. StockJxo]d
Promissory Note on kbe ter~x~s amd £ax tae Consideration set forth in the Sale Notice by
i_.
nokifying Selaing StoCkbo~de~r o~ its ixltet~Cipn to eXerc~Se its right of fast
refusal within
~. fails to
sxxly (b0) days a#'ter receiving khe Sale Notice. Tf and to the extent that Purchaser
ta' purchase the Unsecure d Promisso ry Note
exercise ù~ dull its rights of first refusal
r'' pursuant to tha terms pf flats Section 8,x.6, then Selling Stockhold er steal] have one
handred twenty (120) days to complete ttxe sale to the previousl y identified Third Party
the
Purchaser on the tezms and for the consideration set forth 3n the Sale Notice, T~ and to
d Promisso ry Note to such Third
extent float Selling Stockholdez fails to sell the C7nsecure
er
Warty T~ure~aser Within such one hundred tr~venty (~20) day period, Selling Stockhold
shall not thereafter sell the Unsecure d X'~ta~aisso ry Note without ~~sst offering suck
in 8,X6,
Unsecured 1'roxzussory Note to the Purchaser in the mazutex provided this Section
~ the event of any transfer or sale of the Unsecure d Promissoz ~y Note as pxovaded in tlz~s
Selling
Section 8.16, the Selling Stocl~holder's rights to any ~axn Oat Payments ox
Stockholder's Contingent ~ar~ Out payment, as applicable, shall Cermizaate, Selling
any
Stockholder shall provide to Pu~cchaser full disclosure of all terms and conditions o~
36
which
Please note that this information constitutes confidential business information, voluntarEly provided,
the Freedom of TnformaCion Act ("~pTA"), 5 U.S.C. §522. This
is exempt from dlsclosura under
721(6) of the Defense
information is hereby being submitted on the basis that, ptusuant t0 Section
wil) treat this
;:,r.... ~'roduction Act, t2►e Committee on Foreign Xnvestment in the United States ("CFIUS")
Information as confidential buslnass infarrnatio n that is exempt from disclosure under PDXA.
WO 797153.3
Case:10-24238-HRT Doc#:202-1 Filed:03/21J14 Entered:03/21/14 16:45:32 Page52 of

91
~ r~ ~
~ sale of i~a Unsecured k'rorniss4ry Nate.
~..~ 8.17 Gorra~an~ts off'Pt~cba~r, ,.
(a) Co~v z~ is o' purchaser. Purchaser agrees with Selfin~

ttnd
~- Stockholder that, for as long as Selling Stockholdex has ~ghts to darn Out k'ayztzents
, will perfprm
! Selling Stockholder's Contingent ~azn Out payments hereunder Purchaser
the foXlowing obligations:
r~
j ~ (i} Purchaser shall use commercially zeasonablc efforts to
deliver to Selling StackY~older, not later than 120 days after the lase day o~ each ~iseal
and its
^' year. of purchaser, audited consolidated ~wanczal statements .for ~'urchaser
~
„ Subsidiaries, in each case £or the preceding fiscal yeas, r~rhic~ fmaneial
reasonabl y
statements
acceptable
shall
to the
be audited by an accounting firni selected by ~'urchaser and
'": Selling Stoc~rhozdex;
(li) Purchaser shall deliver to Selling Stockhpldex, not later

(': than A5 d'ays after tha last day of each of the ~"irst three ~scai quarters of each fiscal year
of T'urehaser, unaudikeci consolidated financial statements for Purchaser axed its
the last
Subsidzaries, in each case for the portion of the then cuzr~nt fiscal year ended nn
day of suatz fiscal quarter, which financial statements shall be the sar~r~.e fiiiulcial
"'
statements zelied upon bq the management ofI'~uchase~ in tie co~aduct of aCs business;
(iii) Purchasex will cause the board of dixeetors of Purchaser

and each of its Subsidiari es to include at least one independent du'ector, Subject to the
appxoval of such duectvr by the USt~ ~arti~s (as defined in the Sals and Security
{~ Agreement), who shall be r~spousible for verifgin~ compaianca vvit3i any postClosing
obligations of the Company rtnder the Sale and S~cuz~ity ,A.gre~ment. Until such time as
serve
such independent duector is approved by the USCr ~axtiss, Mr, Hari~s~Miller shall
~~ as a directox; and
(iv) Purchaser shall provide to Selling Stockholder full

r's
i' disclosure of all terms and conditions a~ any darn Out Payment or Selling StoeklXolde
. Contizigent Earn Out.
"~ '. (b} e ati Co~veXaan s. Purchaser agrees wit] Selling Stockholder
i ~ that, for as long as Selling Stockholder has tights to Earn Out Payments and Selring
Stocicbalder's Contingen t Earn Out payments ~ZezOut~der, Purchaser hereby covenants that
it will not do ax~y cif the fo~~owSng;
l~' (i} Debt. Create ox suf~'ez to exist, or pernnit any of its
i~ es
Subsidiari to create or suffer to exist, anq Iaebt otbex than (i) Debt in respect of the
~Jz~secured Fxornissary Note,(ii) up to $7,000,OpO in Debt constltutiz~g a revolving line o~
credit owing by 1'wcchaser or the Company to any lender ox (iii) obligatiorts in Xcspect of
37
Please note that this information conslitu[es oonfrdential business information, voluntarily provided, which
This
is exempt from dise~osure under the Freedom of Infonuation Acl ("FOIA"), 5 TJ,S,C. §522,
information is hereby being submitted on the basis that, pursuant to Section 72]@) o~ the Aefense
Production Ac[, the Commitkee on ~oreigo Investment in the C7nitecl States (°CFIUS") will treat this
infaYmatian as coz~idcntia] business igfoa'matlon that is exempt from disclosure under FOTA,
W0797153.3
Case:10-24238-HRT Doc#:202-1~ Filed:03/21/14 Entered:03/21/14 16:45:32 Page53 of

91
s of the
~ letters of credit ax~ pe~o~m:ance bonds posted in connection with contract
refezred to in the foxe~oin g clauses (ii) and (iii), the "Permit ted
Company (the Debt
dness for
Senior Debt"). Far purposes of tl~rs Agreement, "Debt" aneans (i) indel5te
borrowed monep;.(ii) obligaCzona~ e~videzaced by bonds, debentures, notes, Yettexs v~ cxedit
been
• pr other similar instruments;(iii) obligations as lessee under leases which a1~aI1 have
ca~xtal leases; (iv) obligati ons under
r~ ox shoald be, in accordancewith GAAP,recorded as
otherwise) to
direct ox induect guaranties in respect of, and obligataans (conkin~ent ox
purchase or othartWise acquire, or• otherwis e to assure a creditor against loss in respect of,
,...
indebtedness or obligations o~ others of the kinds referred to in clauses i through ,(~,~i'
'
above; and (~r) liabilities va respect of unfunde d vesCed be~e~ts index plans covered by
'
Bmplo~ ee Retirem ent Security Act ~of 197 , As amended , which first
r_ Title IV of the
accrues on ox after the Closing Date.
(ii) Dividends ate. Until such tune as Selling Stockholder and
its Affiliates }nave received , in the agg~~egate (i) payments of principal of the YJnsecured
Cotttingent Eana
~zoXnlssory NAte (ii) Larn Out Payments and (iii) Selling Stockholder's
and distxib~ tian of assets,
~.. Out payments totaling at least $16,OOg000, declare ox make
s ail accaurxt of any equity intemst in
properties, cash, rights, obligations or securitse
or otherwis e aeyuire for value (or hermit any of its
k'urchaser, or purghase, redeem
equity interest in ~urehas er ox anp war~'ants , rights or options
-- Subsidiaries to do so) any
t to acquire any such equity intezests .
,.-. (iii) Transactions with ~f~liates, ~ez~znit to e~cist ox e~.ter into,

to exist ox ester unto, any
ox allow the Company or any of its Subsidiaries to peXznat
transaction (includ ing the purchas e, sale lease or exchang e of any property ox the
, officer ar
rendexing of and service) with any Affiliate pf Purchasex ar with any director
othex Affiliat e of Purchas er ar any
employee of 1'urchasez', any of its Subsidiaries or any
an~ such individr~ al, except paymen t of
parent, spouse or lineal descendant of
es in the Ordina~ ~ Gaurse of Busines s af, and,
~~• compensation and benefits to employe
require ments of, the business of Purchas er ox and of its
pursuant to the Teasonab[e
Subsidiaries and upon fair and reasonable terms.
~ (iv) pirectox Compensation, I'aq ox permit the Company to

pay, or pernixt any oi' its Subsidiaries to pay, any compensation to and director of the
expenses
~ ~~ Puxchaser or the Carnpan~~, other than reimbursement of out-ofpucker
as director , provide d that these
xeasoz~ably incurred in the performance of theix duties
Stoc;kho lders who from time to time serve as
resErictions shall apply only to the U,S,
~-; directors and nut to any other directors ,
(v) Executive Com enp cation, So long as Blaine is an

Purchaser, and until
--~ employe, o~ficex, duectvr ox sharehglder of the Company or Che
Unsecur ed Promiss ory Note tales place, the chief
either a T.,iquidity ~vez~t ar a sale of the
Puxck~as ez and the Compan y shall be the same individu al and;
executive officer of the
- 38
k'lease note that this informaUoo constitutes confidential business inFormati
the Freedom of Inforrnati on Act ("~OIA") , 5 U,S,C, §522. This
is exempt from disclosure under
to Section 721(b) of the Defense
States ("C~'~tIS") wUJ treat this
Production Act, iha Committee on T'oreign Investment in the United
that is exempt from disclosur e under FOIA,
information as confidential business 1nParmation
W0797153,3

91
(~ Suah .chief executive officer shall not receive a bonus

than $5000,000 and in which the
for any year in which.t~e Companp EBITDA is less
Section 3,q{b) has not beezz paid
izutial $2,500,000 payable to Se~~iug StocJ.cbolder under
during which the `ThreShhold bonus
i (t1~e "'Threshold Bongs Events"). In any year
be entitled to xeceivc salary, bonus and
1~vents occcu, such chief executive o~£'icer sha11
~ '
j increases thexeto as Follows;
(a) ~' t3ie Cornpany's ~B~'TDA is at Jeast $5,000,000 anal
shall receiva base salary and bonus iu
'~` less than $~O,000,QQO, such chief executive of~icex
an sa in those amounts equal
the amounts sit out itn a~cl~ec~ule 8.17(b)(v)(B), plus increa
over the CPT Index as of April 1,2007.
to the cwnu~ative change in the CPIIndex
0
(b) T~ (i) khe Company's ~BITDA is at feast $10,000,00
older has receYv ed at least $5,OOa ,000
and less than $20,OQO,OpO, and (u) Selling Stockh
Secti on 3.a(b) , such chief exaGut iva officer shall receive base salary and
pursuant to
8,X7(b ){v)(B), plus an increase in those
• bonus in the amounts set out iz~ Sc}aedrxle
e im tie C~'~ Xndex ovex the CPI Index as o~
amounts equal to twice the cuizaulatzve chang
r Apzai X,20p7.
(c) ~ (i) the Company's EB~7A is at least ~20,Q()0,000,
$S,000,OgO pursuant to Section ~.G(b),
ar~d (ii) Sell~n~; Stockholder has received at least
salary in the amount set out 9n Schodule
~ such chief executive officer shall receive base
change in the CT'I Xndex avez~ the CPX
$,17(b)('v)(B), increas"ed by twice tote cumulative
to twice the ~riox year's base salary; and
Tnd~x as of Apri11, 2(}07 plus a bonus equal
(T~ Such .chief executive aP~cer shad not receive
_. an amount greater than $60,000 per year
r~iznbuxsement for business related expenses in
and its Subsidiaries) plus a car allowance
as the ck~ief executive officex(s) of Purchaser
shall be increased by the cumulative change
eonsisfent wzth past practice. Such amounts
~ in tk~e C~'Z Index each year.
Section $.17
(c) Terminataan of Covenants. The provisions of this
immed iatel y upon the eaxlies t of (9) the
r~ shall terminate and be of na fiu~ther foxce or effect , (ii) the sale or
than a Waive d Tiquid aty Event)
occurrence of a Liquidity Event (other F~ucha ser oa' (iii) June
ssory Note to a Thud Party
other transfer of tb,e Unsecured Pz'omi
30, 201.2.
8,18' Maine Non-cotn~etition and Nonsolicitation,
i~ not, directly or
(a) Non-competition. ~lalne agrees that he will
Purch aser oc ids Subsid iaries and for flue
indirectly, during his .em~loyznent with the zz~ent with P»rahaser
date an which }zxs employ
period o~ thz'ee (3) years from the
with• or otherwise pe~'orm sexvices
terminates for any reason, be employed by, consult
or participate in khe ownership, management,
for, own> manage, opexate, join, control
39
i,
utia! businass information, voluntarily provided, which
Please note that this infoxmaUon constitutes confide
of Information A.c4 ("FOXP."), 5 U.S.C. §522, This
is exempt from disclosure under the Freedom
being submitt ed on the busts that, pursuant to Section 72l(b) o[ Use Defense
information is hereby
n Invest ment iu the iJnited States ("Ck~iJS") will txeat this
Production Act, the Committee on foreig
that is exempt firom disclosure under ~DTA,
• information as confidential business fnformatian
^' WO 797153,3

91 ~'
r--
....
. ~
purposes of this
operation ar control of e ~oxnpetitor of Selling StockhoXdex. Fox
Agreeznsnt, "Compeiatox" means any entitq that competes vv~tli ~eliing Stoalcho7der,
tures or sells electoral
including, without limitatipn, an~ entity that designs, manufao
activitie s with or for such ari entity
automation products to the extent that az~y of ~3]aine's
sale of clectoxa l automat ion product s, the
xnvolv8 tea deslgi, manufacturing or
involve d in such acCi'viti es, ox the ~ravisi on of
management, Control or direction o~ othexs
such activitie s, unless Blaine is z~lease d from such
consulting services related to
to xelated to or
obligation in writing by Selling StocklaoIder, ~la3ne shall be deemed be
he is a
connected with a Competitor if such Competitor is (i) a partners in whic~Z hip
ion or compan y o~
general ox lirxv.ted parWex or employee, (ir) a corpora~,io~a, associat a
or sole propriet px, or (iii)
~vh~ch he is a shareholder, offzcer, employee, directox
he is a member , consult ant ox ugeut;
partnership, corporatiota or association of whic4
e pr ovcmership by Maine
• provided, however, that z~ottxing hexein shall prevent the pvrck~as
eve pexCent (5°Io) of the outstan ding equity securities
~ of sb;ares wb3oh constitute less than
of a publicly bead entity, if Blaine had no other relation ship with such entity,
tly
{b) I~onso~icitation. Maine steal] pot empla~+ or directly or i~z~.disee
r-'- or attempt to solicit, inf7usn ce ar entice, any employ ee ox
- soiieit, ~nfluencs ar entice, ldar or
5taolcha
consultant of Selling Stockholder to cease his relationship with Selling
distributor, partner, joint
solicit, inftu~~nce, entice oz' in any way divert any custozuer,
venturer or supplier off' Selling Stockholder to do busines s or in and way become
' duzin~ the tame period
associated with any Corn~etitor, `phis Section 8,~8(b) shall apply
in Section 8.18(x) hexeo~, Ta1~5 SCCilOA 8.1$(b) stall not
and geagr~.phical exec described
that are not targeted at
a~pl~ to or prohibit general solicitations and advertisements
disaibutors, partners, joint
Selling Stockholder's employees, consalfants, eusto~gers,
venturers ax suppliers.
8.18
(c) '~'erznination of Covenants, The pxovi5~on5 of this Section
tely upon the earliest v~(i) the
shall terminate and be o~ no furthex foxce pr effect immedia
other transfer of the Unsecu zed
occurrence of a Liqu~diry Event, (ii) the sale or
Prpmissary Note to a Third Tarty ~'urchaser yr {iix) June 3Q,2012,
i 40
on, voluntarily provided, whioh
Please note that this information aonsdtutes confidential business informati
exempt from disciost~r e under the Freedom of Informat ion Aat ("FOIt1"), 5 U,S,C, §522. This
j~ is 721(b) of the Defense
informador~ is hereby being submitted on the basis that, pursuant to Section ") will treat this
investme nt in the TJnited States ("CFIUS
Produatior~ Act, the Committee on ~ocei~n FO7A.
conBdend a2 txisiness informati on that is exempt From disclosur e under
information as
•— WQ 797153.3

91
r•
~ : .,~~
$.19 No A,dve~se Actions. The Parties agree that, until the earlier of
,
Tune 30,20 2 ox ~ sa3a o~ the Unsecured Promissory I~Tate to a Third Party ~'urchaser no
T'arty or any of such Party's AfEil~ates sk~al~ enter Ito and agreemen t with another ~'erso~
• ~"'
to deprive or otherwise interfere with. any other ~'arty's rights ender this Agreement or the
r~lateci txansactions.
8.20 Nn Control, The Selling Stockholder covenants and conf'uav that,

after closing, it shall net have any ppwer, direot or indirect, whether or not exeroised, to
'~'. determine, du~ect ar decide mAterial matters affecting We Company, ~acXuding, to
i determitte, direct, take ax cause decisions xegardin~:
;~` (a) Thy sale, lease, mortgage, pledge or offer trans~~r of any ox all to
. ~ the principal assets of the Company, whether or not in the ordinary course of business;
r' (U) The dissolution of the Compazx~;

r
(c) 'z'h.e closing and/or zelaeation of the production or reseaxch and
development £aeilities of the Company;
(d) Tl~e teaznination or non-fu1~illmeut o~ contzacts of the Company; oz
~' • (e) '~7ae amendment of the Axticles of Tncorpoxataon with respect to the
matters described herein.
,ARTICLE l~
-~ GONDI'I'I~NS TO G~ASZNG
9.X Conditions Precedent to qb~x a~ tiox~s o~ Pu~cbaser. The obligation

Is
-- of Puret~aser to consummate the transactions cozztemplaCed bq this Agreement subject
to the fulfillmen t, an or priox to floe Closing Date, aP each of the Following condition s
(any or ail of ~v~ick~ may be vvai~ved b~ T'ur~haser in w~.ole or itt part to the extent
~~ pez~itted by a~plxc~ble Law):
(a) t}ze rspxesentations and warranties of the Goznpaz~y and tk~e Sellzng
~e
Skockhold seI forth in this Agxeement and qualified as to materiality shall be true end
at
correct and those not so qualified sha11 be true and co~'act in alZ material respects and
as of the Closing, except to Che extent such zepresenta tior~s and watxanties relate to an
~a~lier date (in which case such repxesenta t~ons and warrantie s qualified as to materialit y
r -•
those ~1ot so qualified 5ha11 be true and correct in al]
shall be txue and correct, and
material respects, on tt~nd as of such eaxliex date) and Pttrchasex shall have received a
certificate signed by an authorized o£~eex of tk~e ~om~an~y and of Selling StoclrhoTdar,
~ dated the Closing Date, to the foregoing effect;
a~
, provided, whieli
please note that this information constitutes cottfidential business information voluntarily
from disclosure undez the Freedom of Tnformauon Act ("k~QIA."), S ~[7,S.C, §522. This
fs exempt
721(b) of the Defense
information is hezeby being submitted an the basis that, pursuant to Section
(°Ck~CCIS") will treat this
~'roduction Act, the Commiktee on foreign Jnvestment in the United Stites
k~Oi.S.
informatipn as confidential business infaraiation that is exempt from disclosure under
wo79~is3.3
Case:10-24238-HRT Doc#:202-1 Filed:03/21/14 Entered:03/21/14 16:45:32 Page57 of ~.

91
r"
;..
'~~
ry
med
(b) tt~e Company and the Suing Stockholder shall have perfor
ians and agreem ents require d. by.tf~is
axed complied in all material respects t~✓itla all. obl~gat
Agreem ent to ba perf'px med ox compli ed with by them an ox prior to the Closing pate,
and purchaser shall have received a certific ate signed by an authoxix~d ofFicer of the
,.
CotrApaz~y and of Selling Stockholder, dated the Closin g Date, tv the foregoing efFect;
of
4..~ (c), Thexe sh~l~ a~ot be in effect any Oxdex by a;Qovemt~lental Body
ise prohibi ting the consum mation
competent jurisdiction restraining, enjoining or othera+
of the transac:tions~ contemplated hereby;
,~ (d) khe'Closing shalt be in compliance With the Sale and Security

Agreement;
be
(e) the Selling Stoc~choldex sk~a~l have delivered, or caused to
Shares , free of ail x.iens
;' deliv~xed, to k'urchaser stack certificates representing all of the
and duly ez~doxsed in blank or accoznpatiied by stock transfer powers;
`" (~ each o~ the Consents set forth on Schedule S.~(b) shall have been
obtained;
to
(~ the Selling Stockholder s~1a11 have executed and delivered
X'uxchasex the TJi~tribution Agreement; and
to
~~'~ (h) the'Selling Stockholdez' shill have executed and delivered
substantially in the forrn attache d hezeto
k'urcbaser the Temporazy Services Ageement,
as ~tubit A.
older,
~; 9.2 Conditions 1'reredent to Obligations of tlae Selling Stockh
mate the transac tions contem plated
'Z'k~e obligations of the Selling Stackhalder to consum
Agreem ent are subjecC to the ful~iJl ment, prior to or on tl~e Closing Date, of each
'~ by this
oP the fallowing eondi'tions (and! ox all of wb~ich zzaay be waived by ttze Selling
~'
Stockholder in whole or in part to the extent pez~xtt ~d by Applicable Law):.
i •; (a) the representations and warranties of Purehas~r set forth in this

as~d those not so qualified
Agreement qualitfied as to materiality small be hue and correct,
materia l respect s, at and as of the Closing Date as though
sJ~all be true and correct in. all
g except Yo the axtezit such represe ntation s and warranties relate
! made on Che Closin Date,
ies qualified as to
to an earlier date (in which case such representations and warrant
so ed shall be true and consct zn
". materiality shall be krue and correct, and those not qualifi
earlier date), and tha Selling Stockholder sha11
' all material aspects, on and as of such
by an authoz' iz~d officer of Purcha ser, daF~d the Closing
have received a cexl:i~fioate signed
Date, to the foregoing effect;
. r
l
(b) Purchasez shat] have perFot~med and complied in all materia
42
I
Please note that this information constitutes confidential business iN'ormat
("T'OIP. "), S Yl.S.C, §522. This
Informat ion Act
`~ is exampt from disclosure under the Freedom of to Section 721(b) of the Defense
information is hereby being submitte d on the basis that, pursuant
Tnveshn ent in tha United States ("GFIU S") will lrcat this
' Production Act, We Committee an Noretgn from disclosu re under FpTA.
information as confidential business inf'annation War is exempt
W0797153.3
:'i

91
,,~ 1
~ respects with all ablzgatians and agreements required by this Agreement to be pe~fo~'meci
ox complied with by Purchaser an px prior to the Clps3ng Aate, and the Selling
Stoclr~alder Shall have received a certificate s~gc~ed by an authorized of~c~x of ~uxchaser,
dated klae Casing date, to the foxegoing effect, '
I ~
' ~ (c) 1'1~exe shall not be i~a 0f£ect any Ordex by a Governmental Body of
~, competent jtuisdiction xestraining, enjoining oz otherwise pxahibiting the consummatio~z
of We txansactions contemplated hereby;
r
i (d) Purchaser shall have executed and delivered, ox csusad to be

delivered, Yo the Sel]ing Stocktxolder t7xe Unsecured ~xoznissory Note;
(~) Sel]ing Stockholder shall have received from each e~gnpaayee of the .
' Cgmpany set forth are Schedtile 9.2(e) a rele~e and waiver of any c~aiix► by such
~- employes to any compensation or to aequ3ra any shams of stock off' "Sz~tartmatic" (as
defined in the Sale and Security Agreement) ar any options, watxants or other aecuriries
or i9~hts to subscribe fox, purchase ar.otherwise acc~u~r~ such sk~ares, and eackt X7.5.
~" Stockholder holding shares in SrnARmatic Tntex~national Group, N.V., a Curacao
;,.~ company, shall have surrendered such shares by delivering to the Selling Stockholder the
cerkificates therefor toget~Br rvIth stock pov~+ers dUl~ executed i~~ black;
'' (~ X'urchaser shall have executed and delivered, nr caused Co be

delivered,to the Selling Stockholder the Distribution~Ag,~'eament; and
{~) the Purchaser shall have executed and delivez~ed to Selling

Stock}aolder the Temporary Services Agreement, substantially in the farm attached hexeto
j~' ~ as exhibit A.
9,3 ~nt~~radpn of Closin~onditipms. None oP Che Company,

,~`' T'urchasar or the Selling Stockhotdet may rely on the failure of and conditioT~ Set foxth in
' Sections 9.l oc 9„~2, as the case may be,rf such failure vvas caused by such Party's failtue
to cozn~ly with any ~rovisian of this Agreement,
AR'~ZCT..~ ~
~- ~ ]Nll~MNI~XCATTON
10.1 S~rv~val pf SZepxesez~tations and Warxa~aties end Covenants.

~..
' (a) ~xcepk as set forth ins Section 10,7, the representations and
waixaz~ties o~ the Parties contained in this Agreement shall not survive and sk~all terminate
'~ upon. the Closing,
~ 1
{b) All of the covenants or other agreements of the Parties contained in
J 43
Please note that this inS'ormallon constitutes confidential business Information,, voluntarily provided, which
§522, Tbls
is exempt from disclosure under the freedom of Information Act ("FOTA"), 5 U,S.C,
submitted on ttze basis that, pursuant to Section 72!(b) of the Defense
information is hereby being
Production ACt, the Committee on k~pr~ign Invesdnent in the United States ("CFiUS") will treat this
'' ~ information as confidential business information that is exempt from disclosure under FpTA,
— WO"197153,3
i i ~
Case:10-24238-HRT Doc#.202-1 Filed:03/21114 Entered:03/21/14 16:45:32 Page59 of

91
r-
_ }
/ ',
r,.
.~
this Agreement shall survive until fully per;Fozmed oz ;Fulfl~lsd, unless and ta'Che extent
only that non-compliance with such co~vsnants or agreements is waived in writing b~ tl~e
Party entitled to sack performance. No claim for a breach o~ a Covenant or othsx
agreement set forth in this Agreement that(i)by its ~atuxe is xequired to.ba pez'foxmed by
or pr~ox to Closing (the "ors-Closing Covenants") may be made ox i~rought by any Party
hexeto after the Closing Date and (ii) by their nature are xec~uil~ed to be performed after
CXosaag (the `Tact-Closing Covo~ants") may be made oz bxought by axap Party heretp
which ~ac]~ such Post-Closing Cvvettant
~.f~1~ t~1~ pn~ feat' ~nnivexSar~ of the last date an
al X'eriad"); roy vided, howevex,
was required to be parfozmed (in each case, a "SaxviW
that airy obligation to indem~ifp aid held k~azml~s s shall not terminate with xespeet to any
' given notice in wziting setting
Losses to whzch tha Person to be indemni £ied,sh all have
basis thexe~or to the uademni fyiz~g ~art~ in accordance
forth the s~eci~ic claim and iha
,: 12.6 bafore the termi~na ~ion of the applicable Suxvzval
with thzs lArticl~ X and Section
r... Period.
.' 10.2 Tnd~mnificationby Seliin~ Stac~h~ldex.
~` {a) Subjeck to Section 10.5 heXaof, the Selling Stockholder hexeby

es, Aff"iliat~s>
`~~•' agrees to indemnify and hold Purchaser and its directors, o£~~cers, employe
s, represen tatives, success ors and permitt ed assigns
~_ stoe]Glaolders, agents, attorney
ser Iztdemn ified ~'arties ") harrt~zle ss from find against any and
(collectively, the "~rcha
s (exclud ing incident al and
' all losses, liabilities, cla~.ms, demands, judgments, d~una~e
and expense s (7ndzvid ually, a "Loss"
~,~, cousegnent3al damages),:fines, suits, actions, costs
a~ad, Collectivelq,"Y.osses"):
{i) resulting from tYie bxeac~t of any Past-Closing Covenant on
~ the pact o~ the Sellivag Stoalcholder; and
~,., (ii) resulting from. any Indemnified Matter.
(b) Except for ~.osses relating to Xndemz~fied NXatters, Purchaser

any Ziability under
,~ acknowledges anal agrf:es that the Selling Stockholder shall not have
to the exte~►t Chat such T.ox$ rebates to
any pro~isia~a of this Agreement for any ~,,osa
ex ar any other Persoa~ (other thRr► the
'~ actions taken, ox failed to be taken, by 1'urchas
Affiliat es in breach of this Agreem ent) after the Closing Date.
Selling Stockba~der azad its
shall cause its .Affiliat es Co take all xeasonA b~c steps to mitigate
t Fuxehasez' shall tatce and
to, ar
any Loss upon becoming aware of any event wliich would reasonably be axpected
,~•_ dies, give xxse thereto.
10.3 Xndemnification~~Purchaser.
(a) Subject to Sectio~x 10.x, k'urchaser hereby agrees to indemnify and

es, Affiliates,
hold the Selling Stockhold~z' and its respective directors, offzceXs, emploge
lders, agents, attozzzey s, represen tatives, success ors a~.d pexmztt ed nssfgns
~. stockho
on, voluatnrily provided, which

T']ease note that this information constitutes coa~dential business fnfgrmad
the Freedom of Informat ion Act ("POTA" ), 5 TJ,S,C, §522, Thls
f~`• is exempt from disclosure under
on is hereby ba1n~ submitte d on die basis t1~at, pursuant to. Section 721@) of the Defense:
informati
in [he TJnited States ("CFI[7S") will treat dais
,. Production Act, the Committee on Foreign Investment
inFormafian as confidentiu) business information that is exempt from disclosure under FOIA,

91
~~-:
,~
~~ ..
~"rom and
(collectively, the. "Selling Stock alder Indemnified ~'art~es") haz'rr~less
Tndemni~ iecl ~'artaes the amount off',
against, and pay to the applicable Selling Stockholder
any Post~Cl osing Covenan t on the part
' (i) any znd all Losses resulting from axry breach of
actually
1.. of Purchaser and (ii) without duplicak~on o~ any indemui~fxcation for Tosses
recovered from a U.S. Stockholder, any bxeach by U.S. Stockho lder of his obli~ati pns
~ be
for avoidan ce of doubt, no U.S. Stoc~ho ]der shall
under Sectzan 3.3(a) or (e),
and of the Selling Stockho lder Tndemnif "~ed Parties, except for the
personally liable to
der's
Iimated sevexal liabiU~ty set out ~n Section. 3.3(a) or for bxeac~. of such ~.l.S. Stockhol
under Seetioz~ 3.3(e), or, in the case of Blaine indi~vi~u ally, with
-,~ itidavidual obligations
. respect to bus obligations under Sectzo~ $.~8,
(b) Selling Stockholder acltnowledges and agrees .thaC the ~urc~as~r

nt for any Loss to the
shall not have any liability under and provisions ~f this Agreeme
, Selling Stockholder
extent float such X.oss relates to actions taken, ox fa~~ed to betaken by
~ its Affiliate s in breacta of this
or any other T'erson (other than. the ~rchaser and
Selling Stockha ldex shall take and cause its
Agreement) after the Closing Date. Thy
to n~tigate any T.,oss upon becomin g aware o~ any
,,, Ai'~iliates to take all reasonable steps
event wh9ch would reasona bly be expecte d to, ox does, give rise thereto.
~l ,
~'
10.4 In~decr~rxi~cataon ~roeedures,
. (a) A claim for in;dannnification for and mattes not involving a thixd-
sought,
~arty eXa3m may be ~ssez'ted by notice to the Warty fxo~oa Whom ~~demni~catian zs
(b) Xn the event that airy I..egal l?roceediaXgs shall be instituted, ox t~Zat
of which payment may be
any Claim shall ba asserted, by any third party in aspect
sought under Sectiozas 10.2 ox 10.3~hereof {xcgardl ess off' C1~e limitatio~ts set ~o~kh zn
~~'`
.l shall promptly Gause
S~ctian 10,E (an "Inde~nnificatzon Cla~nn.") , the %ndemni fi~d ~'axty
. ~ it has ~Cnowledga
written notice of tree assextlon of any Indemnif ication C[aitn of r~vhich
ty to be forward ed to the indemni fying T'arty; provided,
which is covered by this indemni
shall not be subject
I' ~ -k~owevex, that an Indemnification. Claim far any Indemnified MatCer
of the indemni fied Party to
to tie raotafication pz~oceduxes of this Section x.0,4. 'the falluse
Clam shall not release, waive or
~~~ ~~~ve reasonably prompt notice of any Indemnification
obligati ons with res~act thexeto except to the
ott►exwise affect the indemnlfyirig ~'arty's
extent that the indemnifying Party is prejudic ed as a result o~ such failure.
~.~.
' (e) [intentionally omitted]
'~ (d) The indemni~'ying party shall have the right, at its sole o~tian and
which must be reasonably
'; ~ expense, to be re~resen~ted by counsel of its choice,
satzsfactory.to the indexnni£ied Warty, and to defend against, ~n~~otiat e, settle or otherwise
.-,, Claret which relates to any T.psses indsmnx~ "ied against by
'. deal wit} azty IrAde~nification
indemni fying Parry elects to defend against, negotiat e, settle or
it hereunder, Zi' the
with any Indemni~ icatavA Claim Which relates to any ~oss~s izidemni f[ed
othezvvis~ deal
h5
Nlense note Ihnt this information constitutes confidencfai business informati
the freedom of Tnforrnnti on Act ("FOTA") , S T1.S.G. §57.2. This
,•-• is exempt from disclosure under
to Section 72!(b) of the Defense
in the United Slates (°CF7LTS") wi11 treat this
Production Act, the Committee on Foreign Investment
infnrnontion as Confidential business information t~aat is exempt from disclosure under ~'OTA,

91
,; ,
~~t against by it hereunder, it shall within 30 ~ days (or sooner,

i~ the nature o~ tl~e
intent to do so. S~
Tndemi~i~cataon Glaim so ret~uues}notify Che indemnified Partq of its
negotiate, settle ox otherwise deal
r' ttze indemnifying party elsats not to defend against,
~.osses iz~demiz~ed against
with any Tnc~emnification Clainx which reiptes to an.y
otherwise deal
~\ hereunder, the indemnified Warty may defend against, negoCiate, settle ox
shad] assume the defense of
witY~ such ~demu~ification Clt~izn, 7~f the indemnifying Patty
xed Parley mad+ particip ate, at his or its owrx
i any T~idemt~ifieation Claim, the izzde
Claim; ~ rovlded , or~v ver, that such
expense, in the defense o~ such TndetnniYication
particip ate in any such defense vrith separate
~~; indemn~ed Party shall ba entitled to
iz~dez»n ifying Party if, (i) so ~et~uest ed by the indemnif '~ing
i.~ counsel at the expense of the
(ii) in the reasoAab le opinion of counsel to the indemni fied Party, r~
T'axty to participate or
and the indemni fying
(~ { conflict or potential conflict exists between tie ir~demni~ed Party
and r~~d~,~urtiaeza that
Party that would make such se~Urate xepresentatio~ advisable;
the indeuani~ying Par1.y shall not be regaired to pay for mere than o~.e sach Counsel (plus
any bppzopriata local couriseZ) far all indemni fied PAxties in connection with any
~
hereto agree to coopera te fully with each othex in
Irtdemni~icatioz~ Cla~rn, 'Z'hu i.'axties
negotiat ion or settleme nt of Any suc}z Tndemnificatian
~~ connection with the defense,
No4wittA standing anythin g in khis 5eetian 10,~F to the contrary, neither the
CIaim.
rode ying Party nor the indemnified Warty shall, without the written consent of the
or hermit a default oc
~,~ otl).er Part, settle or cpmpromise any Indemnification Claim
consent to entry o~ any judgment unless the claiman t and. such Party ~rovidc to such otYiec
fxorn all liability in respect of the T~ademui tication Claim
Party an unc~uali~xed rClease
ng, i#' a settleme nt offer solely foz money damage s is made by
~:. Notwithstanding the fvz'egoi
notifies the indemnified
• the applicable thud party claimant, and Yha indemnifying p'art'y
to accept the settleme nt offer
party in writing of the indemzz~f~ua~ T'axly'S wiIlingness
on pay the amount called for ~y
f and, Subject to the a~pTiaable Iimitataons o~ Secti10,5,
to accept such offer, the indemni fied Party
l~ sach offer, and the indemnified ~'art~ declines
Indc:nnni tication Claim, free of any particip ation by the
zna~ coa~tinue to contest such to such
the amount of any ultimate liability v✓ith respect
~• indera~niiying Pfu~ty, and
on to pay hersw~d~r
i Xndemnification Claim that the indemnifying ParCy has an obligati
the settleme nt offer thAt the
shall be limited to the lee~ser of (A)the amount of
the t osses of the mdemn~ ed Party xclating to
ir~demnxl"ied Party declined ko accept plus
the date of its rejectio n of the setttezn ent offer ox
such Indernuu~catian Claim through
(B)the uggregaC~ Losses of the indemni #ied Warty with respect to such Indemnif ication
party metres any payment on any Xnderxu~df i'ieatiox~ Claim, the
Claim. T~ the ittdemni~ying
t, to alX rights and
' indemnifying Warty shall be subXogated, to the extent of such payrzaen
other claims oP fhe
~ remedies of the indemnified S'arty to ara~r insurance benefits or
Claim. Xn connection with the
1`` indez~nified party witk~ respect to such Indem~ni.:~catio~
z'espa~se to and subpoena described in the defizuti on of "Tr~dez ~i~ed MaEteXs," Selling
Stockholder shall have the right to approve the Purchase r's selectio n of eoux►se~, v~✓hiah
approval shall not be unreaso nably withheld ,
~+6
Please note that this information constitutes confidential business lnformatfon, voluntaril y provided, whic8
of Toformati 4n Aot ("POT.A") , 5 U,S.C. §522. This
is exempt from disclosure under the Freedom of the Defense
~ lnformuti on is hereby being submitted on the basis that, pursuant to Section 721(b)
~~ ("CFIUS") will treat this
Production Act, the Committee on Foreign Tnveshnent in the United States
1nfOrmation as confidential business Information that is exempt from diselosu~e under ~QIA..
W0791153,3

91
i,,..,l
~ ~ (e) Aftex and final decision, judgment or award shah have been
n of the
rendered by a Qo~rernmental body of competent jurisdiction anal the expiratio
lima in which Ca appeal khezefx4m, a or settlerna nt shayl have been consumma ted, ox the
'r~ binding
indemnified party and the indenwifying Party shalt have moved. at a mutually
j
ied party
~~ agreement with xespect to an lndernxiificatioa Claim hereunder, the indemnif
iwdezxu~zf ylzlg k'arty notice of any amounts due and or~,+iz~g b~ the
• ~ shall fozvvard to the
indemnifying Party pursuant to this A,greerpe ~t with ~es~eat to such mattex.
+
!'"~~ 10,5 ~ Certain Limitations on Znr~emn~fication,

{
(a) ~f a ~'uxchaser XndemnifIed Patty is entitled to indemni#icatio~
f'~ pursuant to Section 10,~(e), the Purck~asez~ ~d~annified Party's sale xeeou~e fox payzneut
' ai'such amounts dui and owing to it shall be by set o~ against t]~e aggregate from time to
the
time of (i) amounts owing under the (7nsecured Promissory Note eo it to the extent
dar is the holder of the Unsecure d 1'zomisso ry Note, (i3) earned but
~ ~: Selling Stoe~ol
nt
unpaid Earn Out Payments or (iii) earned but unpaid Selling Stockholdex's Continge
Earn Out
•,.r (b) Neither a Puichasex Indemnified Party nor a SeIling SCockho~dex

1Q.2 a i ox
Indemui~ed k'~xty shall be entit]ed to indemnification pursuant to Se t„~ion
r or the Selling Stoe~C}zo] der,
s ~~ fiction 10.3t~ with zespect to azzy mattex of which Purchase
tie Clgsing. 'X'Zae Selling Stockhol der
.' respectively, had knawredge ox wai~'ed prior to
Purchase r Tndemni~ ied Party and Purchase r shall
sha11 not b~ required to indemnify any
to the extent of
r~ not ba requixed to indemnify the Selling Stockholder Indemnified Party
any Losses tliaC a court o~ competen t jurisdiat aon shall have daternnin ed by final judgment
from the bad faith, gross negligen ce or wilful miscondu ct of the Warty
to have resulted
seeking indemnification pursuant to Section 10.2(a)(i) or Section 10.~(a).
~'
1Q,6 Talc Treatment of IndemnitYPavments. To the extent permitted by
~ lavv, ~e Selling Stockholder and Purchaser agree to treat and inderunity payment made
? pursuant to this Tale X as an adjustment to the .Purchase Consideration for federal,
if a Party
state, loca] and ~orezgn income tax purposes; provided, however, that
to treat such payment as an adjustme nt to the Purchase
detetxnines it is not able
Consideration, it shall notify the other Parties in Ming of iEs intent to krest such payment
30 days pz~or to filing any Tax Retzun zeflectin g such change in
r., di~'#'erently at least
by
chaxactez~xation if such zn£onrzzation has then been provided to the Party its auditors,
and otherwise ~vithin three business Dais after such infort~.ation is so provided,
10.7 ~Intantionally omitted]
10.$ Exclusive Remedy. from and after the Closing, except in the
event of fraud ox willful misconduct (in which case the k?arties shall be enritled to
exercise alZ of their zighbs, and seek all Damages ava~able to ktzem, under law or equity)
the sole and exclusive remedy for t►ny breach or failure to be Erne anal correct, or alleged
47
Please note that this inforrru~tion constitutes confidential business informstfon, voluntarily provided, which
is exempt from disclosure ~dcx the Freedom of Tnfarmatio n Act ("FOIA"), S ir.S,C. §522, This
_ Section 721(b) of the U~fense
informaGou is hereby being submitted on the basis ghat, pursuant to
I'roducrion Act, the Committee on Foreign Xnvestment in the United States (°CPITJS") witl treat this
information As confidential business information'that is exemptfrom disclosure under POTA,
W0797!533
Case:10-24238-HRT Doc#.202-1 Filed:03/21/14 Entered:03/21/14 16:45:32 Page63 of

91
:~ ,,
t
,_.
~ t breach ox failuxe to be true and correct, of any representation nr warranty or azzy cove~a~t
or agreement in this Agreement, shall be rode i~icatio~ in ~ccoxdance with this icae
"~ ~, Tn furtherance of the foregoing,,the ptirties hereby waive, to the fullest e~cten.t
pez~a~:itted by applicable L,aw, and and all other rights, claims and ceases of action
(incauc~ing rights of co~trzbutions, if any) lano~wn ar uuknovvn, foreseen or unforeseen,
f` which exist or may arise in the future, that 9t maq have against the Se]li~g~ Stockholder yr
~ ~'urehaser, us the case maybe,arising under nr based upon any federal, smote or local Law
(including any such ~,aw rclat3n~ to environmental ma~texs ox arising under• ox based upon
{~' any securities T.avv, comnnon Law or otherw;ise). Notwlthstaa~ding the foregain~, this
Section I0.8 shall not operate to lzmit the rights of the Parties to seek equitabte remedies
(including speei~ip performance ox ix~juneti've relied.
,! AlZTXG~.~ XT
~'~. ~"~7'~ RIGS-IT
11,1 put Ri t. Upon a sale or other transfer of the Unseauzed

~' T~rom9ssory Note to a lfiird Party S'uxahaser and the conversion of Che Unsecured
T'ramissory Note.pursuant to the terms therein, each holder of stock in the Company bas
the option to sell all; but not less than ali, o:F such holder's Stock to the Third party
Purchaser at the price per shaze implied by the applicable conversion price deterniined
pursuant to the Unsecured 1'rornfssary Dote bq notifying the SeAi~g Stockholder in
,, waiting within fifteen(15) days after ttie expiraklou of the Company's right o~ first refitsal
pursuant to Section 8.16, and the Selling Stockholder heteb~ agrees that a pondition of
any such sale, to be inalttded ~ any agreement of sale, assignment or other transfer
entered into by Selling Stockbioadex, its sncccssors ox assigns with a 'Third Party
~'urchasex, skaall be the xeq~7rement and obligation that the Third Partq Purchaser
`~ pwrc}aas~ any such shazes as provided in this Section,
•` ~. A.RTTGI.E XIX
r~xsc~r~ovs
X2.1 Payment of Sales, X7se 4r Sinulaz'~a~es, All sales, use, h~anisfer,
intangible, reaardatiorz, documentary stamp ox similar Taxes ox charges, o~ any nature
~' whatsoever, applicable to, or xesu~tiz►g frarn, the h~ansackions contem~Iated by this
Agt~ement shall be borne by Purchaser.
~~ 12.2 x erases. Except as otherwise provided. in this Agreeuaent, each

of Ghe Selling StockXaolc~er and Purchaser shall bear its awn expenses a~Gurred in
eanneckion with tl~e negotiation and execukion. of this Agreement anal each akher
agreement, docunr~ent az~d instrument contemplated b~y this Agreement and the
cansutnnaation of the tr~sactions contemplated hereby and thereby.
'
..J
48
Please note thnt this information cansdtutes confidential business information, voluntarily provided, which
§522, Td1s
is exempt from disclosure under the Preed~m of Information Act ("FOTA"), 5 U,S,C.
'• ~, informAdon is hereby being submitted on the basis that, pursuant to Section 721(b) of the Defense
~'roducdon Act, the Committee on foreign Xnvestment is the United States (°C~IUS") wUl treat this
information as eonfldential business information that is exert from disclosure under ~OIA.
W0797153,3

91
.
`,~ `.
~~~ 12.3 Submission to 7wrisdiction; Consent ~o Service of 1'racess.
"• (a) The Parties hereto hereby irrevocably subnut to the non-excrusive
Xark over any dispute
juzzsdiction o~ any federal or state court Iooatcd within New
to this Agreeme nt or any of tt►e ~ransact ion~ contemplated
arising out of or relaflz~,g
in of such dispute
'~' hereby and each Party hereby irrevocably agrees that all claims respect
determi ned in such courts.
or any suit, action proceeding related thereto may be heard and.
permitte d by applicab le ~aysi,
Tl~e ~'axties laez'sby inre~vacably waive, to the fullest extent
r Piave to the layuag of venue of any such
(-~• any objection whiab they znay now or hereafte
defense of inconve nient forum for the mainten ance
j ~ dispute brought in such court or any
hereto agrees that a judgmen t in any such dispute
of suc}~ dispute. Each of the Parties
t oz in' any',other manner
I'- may be enfoXGee~ xn other jurisdictions by suit on the judgmen
," provided by law.
r (b) each of the Parties hereto ]~ereby consents to process being served
the deXivery of a copq
by arty ~axry to ~s A~re~mant in any suit, action ar proceeding by
the~ceo~ in accorda nce arith the provisio ns of Section 1~6.
12.G Entire A ee e menclments and Waz~vars. T}~is A~eemept

(including the schedules and exhibits b~ereto) arxd tie Confidentiality Ag~eenaent represent
~~
respect to the
~~ the entire wr~dexstanding and agreement between tlxe PaxCxes bexeto vc~ith
, supplem ented ox
subject matter hereof and thereof. This Agreement can be amended
only by written instrum ent making
changed, and any provision hereof can be waived,
by the Party against whom enforce ment of
speci~ia raferebce to this Agreement signed
modifica tion or waiver is squght, No action taken
any such arrtendment, supplement,
nt, incladin g any investig ation b~+ or an behalf o~ any Party,
put'suant to thus Agreeme
nce with
j~~ shall be deemed to constitute a v'aazver by the Party taking such action of aamplia
herein, 'The waiver by
' any representation, waixanty, covenant or agreement contained
of Agreeme nt shall not operate ox be
any Party hereto of a breach of arty provision this
waiver of such breach of as a waiver of any other. or
const~'ued as a fuzCher ar contiz~.uang
on the part o~ any Party to exercise , and no delay in
~ subsequent breach. No failure
dower or remedy hereund er shall operate as a waiver khereof, nor
exercising, any rift,
Party prelude
?~ ~; shall any single.or partial exercise of such right, povvex or xernedy by suci~
power or remedy.
arty other ox further exercise thereof ox the exercise o~ any okher ~rzgk~t,
~~ 1.2.5 Cxovernin~Law, This Agxeernent shall be govez~t~ed by and

construed in accorda nce with the laws of the State of New Xoxk appizcable to contracts
principles of
made and performed in suah State without giving effect to the choice of law
of the laws of another jurisdict ion.
such State that vrould require or permit the applicat~pn
12.6 Notices. A11 notices and other communications under this
d personally
r ~:
Agreement shall be in writing ~aizd s}~all be deemed given (i) when delivere
(ii) when sent by #'acsimil e (with written
' by hand (with written confirmation of receipk),
~ 49
y provided, which
Please note that thix iaformation constitutes confidential business information, voluntaril
e under the Freedom of Informati on Act ("PDXP,") , S U,S,C. §522, This
is exempt from disclosur
of We llefense
information fs hereby being submitted on the basis that, pursuant to Section 721(b)
("GFT[JS") will treat this
production Act, the Committee on Foreign Investment in the United States
informadan as confidential business informati on that is exempt from disclosur e under POTA,
~'•- W0797153.3
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~
13:30:30 Page65 of 91
~ ~_ i

91
~,.._,,,
ss ~ollawing the dad sent by

confirmation of transmission) or (iii) one busine Aay
of receip t), in each case .at 'the followvag
overnight aourizr (With vvritten canfinna~iou
other addres s or facsim ile number as a Party
addresses and,facsimile numbers(or to such
i may have specified by notice ~iven.to the othex ~art~ pursua nt to this provision):
'~ ~ to tl~e felling Stockholder, to:
Sraartmatic Corporation
~~"• 10Q~ Bxokez~ Sound Parkway
.~ 'BovaRatox~~.,334$7,'f)'SA
Facsimile: SG1~862-07~-9
~ ~. Attention; Antonio 7vlugica
,+
With a copy (which shall nat constitute notzce)to;
~-
. Sutherland Asbi118t Brennan LT..1'
]27S Peuusylvania Avenue, NW
f' : Wask~ngtou,77C 20004
Facsimile:(202)637-359
Attention: 7effiey p. ~ialos
,•
.• Tf to Puxck~asex, ta;~
,"`' Sequoia Voting Systems, Tna

717 17th Street, Suite 310
• Denver, CO 8Q202, YJ'3A
('~' Facsimile: 303-A-46-3tk~7
~. Attention: Jack Blaine
~~~ . Wzth a copy fo:
' Seyfarth. S2zaw X.~~'

815 ~ozineccicutAvenue, N.W.
Suite 500
Washington,la,C. 20006
-~ Facsimile; (202) X28-5393
Attention: Robert L. Badansky
is
12.7 ever bilit , If any kerm or other p~covision pf this Agreement
lavv or public ~olic~+ , all other terms
• ,' invalid, illegal, or incapable of being enforced by any
io~ns of khis Agree ment shall nevert heless remai n in full force arzd effect so long
ar prgvis
transa ctions conte mplated bexeby is n:ot affected
ss the economic or legal substance of the ination that any terns ar
e ko any Party. span such detezm
3n any manger materially advers
being enforced, the Parties hereto shall
other provision is invalid, illegal, or incapable of
50

please note that this information oanstitutes confidential
adon Act ("FOIA"), 5 U.S,C. §522, This
-, is exempt from disclosure under the Freedom of YnForm
submiU ed on the basis that, pursuan t to Section 721(b) of the J~efensa
informai3ar~ is hereby being States ("C~ZY~S") will treat this
n Ipvestm ent in the United
Production Act, the Committee on Foreig ure under ~'OIA.
Is from disc►os
information as con~dentia) bus[ness information chat exempt
j` W0797153,3

91
~- ,
ment so as to effect the o~g~al intent of the
negotiate z~a good faith to modify this Agree
acceptable manner in order that the transactions
Parties as closely as possible in an
ally contemplated to the greatest extent
~• cc~zatempla~ed hereby'axe consummated as origin
possible.
12,8 ~induag Effect; Assi ent. This Agreeirmex~t shaIl be binding
r` their xespeative successors and permitted
. upon and in~e to the benefit of the Parties and
or ba deemed to create any third party
assigz~.s. Nothing 3n flats Agr~emaz~t shall azeats
party to this Agreement except as provided
~'~ beneficiary ztights in any' pexsop or entity not a
ox of any rights o~ obligations hereunder may
~ below. No assignment o~ this Agreement
the Corn~ any, duectiy' ox indireetlq (by operation. o~
be made by either the Purchaser or
nt of the other ~arCies hereto and any
~"" ]aW ox otherwise), without the prior written conse
shall be void, No assignment o~ any
attempted assignment without t}xe zequired cotase~ts
hereto of any such abl~gations. CIpOII ~771~/
obligations hereunder shall relieve the Parties
Agreement to Ptuchaser shaIl also apply
''~ such ~ermitCed assignment, tk~e references in this
requires.
I' to any such assignee unless the context otherwise
or, officer,
j" X2.9 Non-Recourse, No past, present or fuhzre direct
stockh older, Affili ate, agent, aktozr~ ey ax
employee, incorporator, member, partner, or any of their respec tive
r ox the Comp any
representative of tie Selling Stookhoide ti~s of the Sellin g
for any obliga tions ar liabUi
l-'~ AfE"~liates shall have any liability on, in
of oz for any claim based
Stockholder or the Company under this Agreement
the transa ctions conte mplat ed hereby aid thereby. Selling
respect of, or by reason of,
the event o~ an iudemni~ed Y.oss
~' Stoc~olde~ hereby ac~.uowledges and a~ees that, i~
r z~ox its Af.~iliates have xecours~ to
pursuant to S~cCSan 10.3(a), neither Selling Stockholde
any Claim s, including, but not limited to,
any specific asset of ptucYiaser for payment of
respec t to the limite d several liability set out in
~ ~~` fire Gammon Stock, ~urthex, exert with.
Stockholder's individual obli~utioxLv
Section 3,3(al. t3nd liability for breach of such U.S.
dually,'with respeot to his obli~atians
r under Section 3.3(e) ar, in the case o~ ~lairae indivi
past, P1fCSCIllt b7C fUIUTe (~1TeC[PT, affiCez,
~i ~ ~ under Section 8.~8, no U.S. Stocic~oidex and no
stockholder, Af~xliate, agent, attorney qr
employee, incorporator, member, partner,
representative of the Purchaser, the Comp any or any of their respective Affiliates shall
or ties of purchaser ar the Com~an~ under this
have any liability for any obligations liabili
t of, or by reason of, the ~ansactians
Agreement of oz for any clam based 'on, iri respec
~-- contemplated txereby and thereby,
c ted ~ ode or more
12.10 Counterparts. This Agreement may be execu
deez~a ed to be an orlgin s~ copy o~ tbas .Agreement and
epuntezpaxts, each o~ which Will be
d to eo~astitute pne and the same
ail of which, when tal~ez~ together, wa1~ be deeme
agreea~~~at,
51
~
s information, volunuuily provided, whfeh
Please n~t~ thal this information constitutes confidential busines Act ("FQIA"), S U,S~C. §522, This
the Freed om of Informa tion
is exempt from disctosture under that, pursuant to SeetSon 72J(b) of the ]defense
information is hereby being submitted on the basis
tee on Foreig n Investr nent in the TJnited~ States ("C1xIUS") will treat this
- ~ Production Act, the Commit from diseloswe under I~QXA.
that is exempt
information as confidential business Information
•. W0797I 53,3

91
.
_.. ,.I_ ,
,..
12,1 U.S, StoclGhalders' Representative,
(a) ointment. each U.S, Stockholder , hezeby irrevocably

of g
1 constitutes and appoints Jack ~3laine as then ~2.epzesent~tive for the p1~t'pose pexfoxmin
ted by this t~greemen t and the AnoilXary
and consummatan~~ the transactions conterap~a
an
~` ~ Agreements, 'the appointment of 7ac1~ ~laitne as khe ~2epresentativ~ is coupled with
ir►ter~st and alb authority hereby cortferred shall be irrevocabl e and shall.not be terminate d
by any ar all of 11ze jJ.S. Stockkxold ers without the consent of tie Purchaser , which
"~ consent znay be withheld far any reason; and the 1Zepresentative is ~exeby authorized and
directed to pea'form and consummate ott behalf of the U.S. Stockholders all of the
t~ansaations contemplated by this Agreement and tha Ancillary Agr~emsn~s.
~. (b) ~uthorit and Lunitatio~ of Liability. Not b~ way of limiting trie

authority of khe Representtitive, each and aIl of the U,S, Stockholders, fot~ themselves and
'"' their res~pectiva hems, executors, administrators, successors and assigns, hereby authorize
~ the Representative tot
(i) Waive ar~y provision of this Agreement ox uny of the tlnoillary
f Agreements whic~.,the ~2epresentative deems ziecessary or desirable;
(ii) execute and deliver on the U.S. Stockholders' behalf all
', documents and instniments which may be oxecuted and delivered pursuant to this
Agreement or any of the Ancillary Agreements;
~ ~,
(iii) Calculate, negotiate and agree to any adjustments to the Purck~ase
Consideration;
., (iv} Make and receive notice, and other commtulications pursuant tq

this Agreement or any o~ the Anciliaty Agreements and service of process in any
~'•. Legal action ox other proceeding arising our o~ or xelated to this A~Zeeznent or aziy
of the Ancillary Agreements ox any oY the transactions cantempl ber~undez or
tY~exeundex;
-:
' (v) Appoint or provide fox successor agents;
;~ ~~ ~ (vi) Select, retain, hire and consult r~viCh legal wunsal, independent
public accountants and other e~c~erts, solely at the cast and expense of the U.S,
Stockholders;
,~
(vii) ~a~ expenses incurred or which maybe ivaur.~ed by or oz~ behalf of
the U,S. Stock~aJders in connection with. this Agreement; and
i ~ ('viii) Fake or forego any or X11 actions ~ennitted ar rec~uirad of any U:S,
Stockholder ox necessary in the judgment of the Re~reseniatzve for the
~~ 52
i
~ '` Plaase note that this {nformation coasdtules confidential business information, voluntarily provided, whioh
§522, This
as exempt from disclosure under the freedom of Information Act ("~'OIA"), 5 C7.S.C.
informataan is hereby being submitted on the basis that, pursuant to Sec[ion 72l(b) of the J7efense
' T'roduction Act, the Garrunittee on Foreign Znv@stment in Ui~ ~7nited Stales ("(:PlUS") will treat this
` information as confidentis~l business information Wat is exempt from disclosure under POIA.
W0797153.3
i
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91
accom~lishme~at o~ the foregoing and ttll of the other tez~ms, condit~on~s and
limitations o~ this Agt'eement or any of the A.ricallary.Agreements.
~aoh Sellex agrees that the Representative shall have no liability to U,S.
adve as
Stockholders, jointly or sev~z~ally, fox any aat ox omission by the ~tepresent
Section, excepting only actions taken in bad faith, and each U.S. ,,
~-~~ pern~.itted under this
Stockhold er hereby ircar~acabl y waives and releases any clams it mad have against the
' `
than any actions taken ixt bad
Representative for his acts and o~aissions hereunder other
,.-~ .~ faith.
EACH U.S. STOCSHOLDER UNDERSTANbS AND

f ~%
ACKNQ'VVx.EDC~S'~'~AT HE IS:(a) AT)'x~TOTtTZTNG TAE R~~S~N TATYy~
~,
`~'Q ACT ~'OR T~ U.S. STOCKHO~X~E1tS, COLL~~x~LY ~ AND.
YNDIYIAUAY.,T~Y, 'W~`~H BROAD POVV~I2S; AND (b) AG1t~E1NG THAT `~'H~
~- REPX2~+ S~NTATTV~ 'VS'XLL NOT ~E LIABLE, Td CJ.S, STOC~TO~,D~RS,
I '. COT..~ECTXV~~.Y 4R TNDXVIpUAT.L'Y, UNLP~SS `~~II; REPRESENTATIVE
ACTS ~1V B.A.D ~A.YTH,. ,
~...
EACH CI.S. S~'OCgHOLDER FtTR'I'T~Zt ACKNOWZ,~D~~S
~~ THAN ~ TEAS B~~N A,D'VTSED TO S~~T~ T1VD~P~NI)~Nx ANll SEkAJR.AT~
~~ ~ CQYJNSEL P~tTO~.t `x'O SF~NIlV~G ',~`1~IS A~R~~MEI~1'~' AND HAS ~TA.~ TTY
~ 4PPORTC,T~1:['~'Y TQ DO 50,
~`~ ~ 12,12 Caziditions,Subs~auent, mhis Agreement is final and binding upon

-' the parties upon e~acution by Selling Stockholder, the Cpmpany, Purchaser and Blaine,
cpnditlonec3 u~an and subject nrily to; (a) approval t~~ the Agreement by C~IU'S; and (b)
~' execution of the Agreement by the remaining CJ.S, Stvc~holders within fifteen (1S) dags
o~ the dare of tJais A,graement.
i ~ CR~IVIAIND~R Or'1't1GE IN'i~NTZONAL~Y LEr'P BL~NX~J

.,
l~
S3
provided, which
~ Please note that this information constitutes confidentlnl business information, voluntarily
Tfiis
is exempt from disclosure under the Freedom of ~nfarmalaon Act ("FOIA"), 5 Y7,S.C. §522.
information is hereby being sabmitted an the basis that, pursuant to Section 721(b) of [he Defense
this
., Production Act, Una Committee on Foreign IitvesUneni in the United States ("C~TpS") w111 p'enl
information as confidential business information that is exempt from disclosure under POU1,
W0 797153,3
_
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_ of 91
i

91
--
i ~ ~`)
r~_
TN VV7'TNFSS W~-TEI2EOF, the Parties hereto hate caused this Agr~ennenl
the date first written aba~re.
to be executed by their res~ectir~e authorized afficets, as off'
5VS HOLDXNCxS, TI~TC,
~y; ~~___~_,
Name:~,/svGlr r3<.a.n~• ~'
Title: e ~ ~
SEQCTOIA V0~'1NG SY5'~~N~S,INC.

v
By, c-~ /.1~~~.-----~
Title: ~ ~,: Q
SMA~'1'MA'T'YC CORFORATI~N
~y:
i' Naaa~e: ~ ~ c e.w
Tit1P: ~.~
,. . (signatures continue onfollowing page]
I'
ti
~•
f ..
~,

Please note that this information constitutes conf'ideutial business
Freedom of Informat ion Act ("FOTA"), S U,S.G §.522, This
is exempt from disclosure under the
t'
ion is hereby being submitte d on the basis that, pursuant tb Section 721(b) of the Defense
informat
on foreign Investm ent in the t7nited States ("C~T(7S") will treat this
Productipn Act, the Committee re under FOTA.
information ss confidential business information that is exempt from disclosu
y
I ,
i i i

91
~~
;; ~:,
and (in the case of Blaine only) ,

Solely fox purposes of Scctians 3,3', 7.10, 7,11, 7,12
Section x.l8 ~of this Agreement;
;~
!~
~,
I•
~~~.~
:. ~ ' Hgward Cramer
i P~lil foster
~.
T~ou~las H. ~W'einel
r' w~ra~p s~~

~, .~
Arian G. X.~ez7man
T.awrencc't~. Korb
~~ ~ ~ —~~"
-~-~_
F.dwi~a Smith, XIT
(~; NXichelle Shafer
~andali Eder
Thomas ~, Keeling
~:
ial business infarrnalian, volu~Usrfly provided, which
Please note that this information constitutes confident
under tha ~l'eedom of Information Act ("FOTA"), 5~'U.S,C, §522: T'hfs
is exempt frpm disclosure
basis WAf~ PWSUpIIt f0 Section 721(b} 01' t}~e Defense
{nformation is heYeby being submitted on the
Committ ee on Foreign Investme nt in the United Sates ("CFTCJS") will trcgt this
Production Act, the
ign that is exempt from disclos~nre under FOIA,
information as confidentia] business informat
.~ i ,. ..
i

91
r-'.
~.
r--
~Sch~ure 1.1(a)
~~
T~~oYvXedge of the Company
1~
1, rack Blaine
(•
2, deter McManeruy
~-~
~,
~~-~
1
,
~.
Ii
~~
~. .
t'
~.
,
r
~~ i
~• -
j~.
,._
r.
i'
T'lease note ~thnt this information canstltutes con#identiai
under the freedo m of Tnforma tt~n Aot ("FOTA"), S ~(T.S,C, §522. This
~ is exempt from disclosure t to Section 721(b) of the Defense
tho basis that, pursuan
information is hereby being submitted on United States ("~FIC7S") wUl treat this
the
1Production Act, the Committee on ~+oreign Investment in
from disclosure under I~OIA.
information as conFidential business information that is exempt
W0797153.E
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_~ ~ _ -
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4 Entered;03/21/14 16:45:32 Page72 of ~~_
91
'~`
~^ Schedtx~e 8.2(b)(R)
E~st~ng Discussioyx ~artles

~~ ~' ~'
1
1, Mark Lisberman/7oe A.ndzews
} 2, Cerbezus
3, Ed Granski
4, Ship Stun
~_, ~
' ~ S. Blue Wo1flManomoy
•• 6. Sun Capital
1 7. Black Canyon Capikal

.,
{ 8. '~rJ'arburg Pfncus
9. Hirt i
,.~ , i
c '.
'i
~~
,,,
I~
r••~
n, voluntarily provided, which

itutes confidential business inP~rmati~
Please noto that this infgrmation const Acl ("~'O TA"), 5 iU.S.C, §522. x'his
the ~xeedom of Information
~'`, is exempt from disclosure under the basis U~at, pursu ant to Sec:l lon 721(b) of the Aefense
submitted qn
Information is hereby being ~Jnit ed State s ("CFlTJS") will treat this
.. e Fozeign Iuvesunen[ in the
production Act, ~k~e Committe on osure under FOTA,
information thnt is exempt from discl
infarmAdon as confidential business
i W0797153.3

91
r s~n~~a~r~ s.77c~)c~)c~)
base ~al~ry: $350,000
~~ ,
~.
Bonus: $35,000
r ~'
~~
~.,
r•~
t
~.}
1
i ~
which
confidential business information, voluntarUy provided,
T'lease note that this information constitutes tion Act ("~OIA "), 5 ~(T,S,C: §522, Phis
of Wo~ma
is exempt from disclosure under the Freedom nt to Seetiw i 721(b) of the 17efense
submit ted on the basis that, pursua
information is hereby being phis
Tnvestmant in the United States ("CT~ItJS") will treat
Production Act, the Commirie~ on Foreign disc►os ure wuier FQ1A.
that is exempt from
information as conftdenliai tipsiness ipformadon
WO 797!53.3

91 ~
EXHIBIT C

91
EX~CUTTON COPY
U1~ISECURED Y~ZOM~SSORY NOTE
Dated: November 5, 2007

$2,OOfl,000
INGS, INC,, a Delaware
FOR VALUE REC~I'YED, the undersigned, SVS HO~.D
to the order of SMARTMATTC
corporatioYi (the "Maker"}, HERBY PROMISES TO PAY
principal sum of TWO MILLION
COR~'(~RATION, a Delaware corporation (the "Holder"), the
together with interest as herein provided
DQLLARS ($2,000,000) on the dates herein provided,
time,
on any and all principal amounts outstanding from time to
ARTICY.,E I
TE~tMS OF PAYMENT
purchase
SECTION 1.J Deferred Parchase Price. This Note evidences the deferred
Purcha se Agree ment betr~e en the I-folder
price for the Shares, as defined in that certain Stock ent"). All
"Stock Purcha se Agzeem
azid the Maker, dated as of September 1$, 2007 (the ed in the
shall have the meanings provid
capitalized terms not otlaervvise de~inad in dais Note
Stock Purchase Agreement.
(i) Inte~•est, Etc. 1x~tarast on this Note shall accrue at the rate of 6%
the date
per annum for each day during the period from and including
for each day thereaf ter at
hereof to and including November 15, 2008, and
during
the rate of 9% per annum, rop vided that after the occurrence and
with notice
the continuance of any Event of Default, or any event which,
or lapse of time or both, wpuld constit ute an Event of Defaul t, interest
shall aecnte at the rate of 13%per annum.
(ii) Sehedaled Payments, (a) Accr~ied interest shall be due and

ber 3Q
payable in arrears on December 31, March 31, Tune 30 and Septem
shall also
ofeach year, commencing December 31, 2007. Accrued interest
conver sian of this Note pursua nt to
be due and payable, in cash, upon
Article 7V.
(b) On December 31, 2009 (the "Maturity Date"), the entire

in
outstanding principal of and accrued interest on this Note shall be paid
full,
(c) In the event any payment hereunder is stated to be due on a day

e on the
that is not a Business Day, it shall instead become due aid payabl
next succeeding Business Day, and interest shall accrue aiad be payabl e far
such extension of time.
Event
(iii) Mandatory Prepayments, On the date of any Liquidity
the Stock
(unless waived by the Holder in accordance with Section 3.3 of
of the
Purchase Agreement, ar unless the Holder waives the application
wo s~ is~~.t

91
Maker
proceeds of such Liquidity Event to prepayment of this Note), the
princip al of and accrue d interes t on this
shall pay the entire outstanding
Note.
ed in Section 1,1(iii} and
SECTrON 1.2 Optian al Prepayments. Except as provid
all ar any part of the principal of
except for Permitted Prepayments, the Maker shall not prepay
mean,in any calendar month, the
this Note at any time, The term "Permitted Prepayments" shall
of calendar months in the period
excess, if any, of (i) the product of $2 ,000 and the number
g through and including the
carnmencing with the first full calendar month after the Closin Date
made and {ii) the aggregate
month in which such Permitted Prepayment is pzopased to be
made (excluding prepayments
amount of all prepayments of principal of this Note previously
pursuant to Section 1.1(iii)).
interest on this Note
SF,CTION 1.3 Payment Terms, All payments of principal and
funds not later than 5:00 P.M.
sha11 be made by the Maker to the Holder in immediately available
(Eastern Standard Time)on the date when due,
ARTICLE II
REPRESENTATIONS ANA WATtRANTIES
Ttepresentatians and Warranties of the Maker. The Maker

SECTION 2.1
:
represents and warrants to the Holder, as of the date hereof, as follows
obligations
(a) The 1'vZalcer k~as full authority to enter into, deliver and parfprm its
under this Note;
and the
(b) The execution, delivery ar~d performance Of CI715 Nate by the Maker
not (i) require the Maker
cansu~r~rriation of the transactions contemplated herein, do not and will
or order of, or to make any filing, registration ox
to obtain any consent, approval, authorization
;(ii) conflic t with or result in
qualification with, any court, governmental authority or third person
lease, agreement or
the violation of, or default undez, any provision of any mortgage, indenture,
or by which it or its
other insh~ument, judgement, arder or permit to vvhioh the Maker is a party
result in the creation
properties are bound; (iii) violate any laws applicable to the Maker; or (iv)
of the Maker' s properties or
of any pledge, interest, claim, lien, charge or encumbrance upon any
assets;
(c) This Note is the legal, valid and binding obligation of the Maker enforceable
any applicable
against the Maker in accordance with its terms, subject to the effect of
or similar laws affecti ng credito rs' rights
bankruptcy, insolvency, reorganization, moratorium
(regard less afwhet her conside red
generally, and subject the effect of general principles of equity
in a proceeding in equity or at law); and
(d) The Makes has, independently and based upon such documents and information
Note.
as it has deemed appropriate, made its own decision to enter into this
wo si is~~.i

91
ARTICLE III
COVENANTS OF THE MAKER
SECTION 3,1 Covenants, The Maker agrees with the Holder that, until the principal
will perform the following
and interest owing pursuant to this Note is paid in full, tha Maker
obligations:
Holder, not
(a) The TVlaker shall use commercially reasonable efforts to deliver to the
o~ the 1VYaker, audited consoli dated
later than 12Q days after the last day of each fiscal year
preced ing fiscal yeas',
financial statements for the Maker and its Subsidiaries, in each case for the
selected by the Maker and
which financial statements shall be audited by an accounting firm
reasonably acceptable to the Holder;
of
{b) The Maker shall deliver to the Holder, not later than 4S days after the last day
year of the Maker, unaudi ted consoli dated
each of the first three fiscal quarters of each fiscal
financial statements for the Maker and its Subsicl iaries, in each case for the portion of the then
financial statements shall
current fiscal year ended on the last day of such fiscal quarter, which
s business;
be the s~une as management relies on in the conduct ofthe Maker'
ments
(c) The Maker shall pay when due all property and other material takes, assess
that owing, except for such ta7ces
and other governmental charges of which it has knowledge are
adequa te reserve s for
which the Maker is contesting in good faith and has maintained xeasot~ably
payment; and
of its
(d) The 7Vlaker will cause the board of directors of the Maker and each
Purchaser appoints
Subsidiac~es to include at least one independent director, Until such time as
an independent director pursuant to Section 8.17(a)(iii) of the Stock Purcha se Agreement, the
Section , an independent
initial independent director shall be Mr. Harris Miller. As used in this
director may include an outside investor.
SECTION 3,2 Ne~ati~e Covenants. So long as any principal or interest on this

cash, the Maker will not
Note and all other amounts payable hereunder have been paid in full in
do any ofthe following:
(a) Liens, etc. Create or suffer to exist, or permit any of its Subsidiaries to
or any other
create or suffer to exist, any lien, security interest ar other charge ar encumbrance,
ies, whether now
type of preferential arrangemient, upon or with respect to any of its propert
to assign, any right to
owned or hereafter acquired, ar assign, or permit any of its Subsidiaries
g Date and identif ied on Schedule
receive income, other than (i) liens in existence on the Closin
{iii) liens or security
3,2(a)(i); (ii) liens securing Pezrnittecl Senior Debt (as defined below);
tion (other than any such lien or
interests existing on such property at the time of its acquisi
d the ordinary course
security intarest created in contemplation of such acquisition) and incurre in
govern mental charge s or levies not at the
of business; (iv) liens for taxes, assessments or other
being diligen tly contest ed in good faith
time delinquent or t~exeafter payable without penalty or
ance with GAAP shall
by appropriate proceedings and for which adequate reserves in accord
ics, rnateri almen
have been set aside on its books; (v) liens of carriers, warehousemen, mechan
WO 811577.]

91
e of business foz sums not overdue or being

and landlords xzlcurred in the ardinary cours
pxoceedings and for which adequate reserves in
diligently contested in good faith by appropriate
its books;(vi) liens incurred in the ordinary
accordance with GAAP shaIl have been set aside on
s compensation, unemployment insurance or
course of business in connection with vvorkrnen'
or to secure performance of 1:enders, statutory
other forms of governmental insurance or benefits,
Debt) entered into in the ordinary couxse of
obligations, leases and contracts (other than for,
appeal bonds; and (vii)judgment liens in existence
business ar to secure obligations on surety or
with respect to which execution has been stayed ox the
less than 15 days after the entry thereof or
customary deductible) by insurance maintained
paymer►t of which is coverad in full {subject to a
with responsible insurance companies.
ofits Subsidiaries to create or
(b) Debt. Create or suffer to exist, or pezmit any
in ct of this Note,(ii) up to $7,000,000 in Debt
suffer to exist, at~y Debt other than (i) Debt respe
r or the Company to any lender or (iii)
constituting a revolving line of credit owing by the Make
rmance bonds posted in connection with
obligations ua respect of letters of credit or perfo
in the foregoing clauses (ii) and (iii), the
cont~•acts of the Company (the Debt refereed to
ment,"Debt" means (i) indebtedness for
"~'ermitted Senior Debt"). For ptu-poses of this Agree
, debentures, notes, letters of credit or other
borrowed money;(ii) obligations evidenced by bonds
s which shall have been or should be,in
similar instruments;(iii) obligations as lessee under lease
s; (iv) obligations under direct or indirect
accordance with GAAP, recorded as capital lease
t or othen~vise) to purchase or otherwise
guaxanties in respect of, and obligations (contingen
respect of, indebtedness or obligations of
acquire, or otherwise to assuze a creditor against loss in,
iii above; and (v) liabilities in respect of
others of the kinds referrad to in clauses i through
of the Employee Retirement Security
~.uifiu~ded vested benefits under plans covered by Title TV
after the Closing Date.
Act of 1974, as amended, which first accrues on ox
its Affiliates have
(c) Dividends~Btc, Until such time as the ~-Tolder and
of this Note,(ii) Earn Qut Payments and (iii)
received, in the aggregate (i) payments of principal
totaling at least $1 ,000,000, declare or
Selling Stockholder's Contingent darn Out Payments
, obligations or securities on account of
make any distribution ofassets, properties, cash, rights
em or otherwise acquire for value (or permit
any equity interest in the Maker, or purchase, rede
st in the Maker or any warrants, rights or
any of its Subsidiaries to do so) any equity intere
options to acquire arty such equity interests.
or allow the
(d) Transactions with Affiliates. Permit to exist or enter into,
or into, any trans actio n (incl uding the
Company or any o~ its Subsidiaries to permit to exist enter ce) with any
or the rendering of any servi
purchase, sale lease or exchange of any property of its
er or employee of the Maker, any
Affiliate of the Maker or with any director, o~f'ic
r and parent, spouse or lineal (natural or
Subsidiaries ar any other Affiliate of the Make oz
payment of compensation and benefits to
adopted) descendant of any such individual, except
pursuant to the reasonable requirements
employees ia~ the Ordinary Course of Business of, and
and upon fair and reasonable terms.
of, the business ofthe Malcer or any ofits Subsidiaries
to pay, ox permit
(e) Director Compensation, ~'ay or permit the Company
to any director o£ the Maker or the Company,
any of its Subsidiaries to pay, any compensation
nably incurred in the performance of
other than reimbursement of out-of-pocket expenses reaso
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91
ders
restrictions shall apply only to the U.S. Stockhol
their duties as director, provided that these
not to any other directors,
who from time to time serve as directors and
ne is an employee, officer,
(~ Executive Compensation. So long as Sack Blai sale
IV~aker, and until either a Liquidity Event or a
director or shareholder of the Company or the the
officer of the Maker and the Company sha11 be
of this Note takes place, the chief execrative
same individual end;
ve a bonus for any year in
(I) Such chief executive officer shall not recei ble
$5,000,000 and in which the initial $2,500,000 paya
which the Company EBITDA is less than paid (the
Stock Purchase Agreement has not been
to Holder under Section 3.4(b) of the r, such
during which the Threshold Bonus Events occu
"Threshold Bgnus ~veuts"). In any year incre ases there to as fallo vvs;
receive salary, bonus and
chief executive officer shall be entitled to
00,000 and less than
(a) Yf the Company's EBITY7A is at least $5,0
receive base salary and bones in the amounts set
$10,000,000, such chief executive officer shall in those
Stock purchase Agreement, plus an increase
out in Schedule 8.17(b)(v)(B) of the .
the CPT Index over the CPI Index as of April 1, 2007
amounts equal to the cumulative change in
$10,000,000 and less
(b) If(i) the Company's EBITDA is at least b)
ved at least $5,00,000 pursuant to Section 3.4(
than $20,000,000, and (ii) the Holder has recei salar y and
f executive officer shall receive base
of the Stock Puzchase Agreement, such chie plus
8.17(b)(v)(B) of the Stocic Purchase Agreement,
bonus in the amounts set out in Schedule CPI
the cumulative change in the CI'T Index over the
an increase in those amounts equal to twice
Index as of April 1, 2007.
$20,000,000, and (ii)
(c) If(i) the Company's EB~TDA is at least
00 pursuant to Section 3.4(b) the Stock Purchase
of
the Holder has received at least $5,000,0 out in
er shall receive base salary in the amount set
A~r'eement, such chief executive offic ve
hase Agreement, increased by twice the cumulati
Schedule 8,17(b)(v)(B) of the Stock Purc a bonu s equa l to twic e the
x as of April 1, 20Q7 plus
change in the Ck'Y Index over the CPT Inde
prior year's base salary; and
shall not receive
(II) Such chief executive officer
in an amount greater than $85,000 per year as the
reimbursement for business related expenses
its Subsidiaries, plus a car allowance consistent with
chief executive officers) of the Maker and each
ased by the cumulative change in the C~'I Index
past practice. Such amounts shall be incre
year.
not sell or otherwise
(g) Disposition of Com~ranY Stock. The 1Vlaker shall
for sales or other transfers after December 31, 2009
transfer any of the Company Stock except
constitutes, a Liquidity Event.
that constitute, or are part of a transaction that
wo s~is~~.l

91
ARTICLE N
CONVERSION
sold to a Third Party, and either
SECTION 4,1 Conversion. Tf and only if this Note is
in accordance t~rith GAAP, for tvvo
(i} the Cornpa~ny has had consolidated lasses, determined
is for an aggregate purchase price of
consecutive fiscal years prior to such sale or (ii) such sale
period from the Closing Date to and
(A} at least $16,000,000, if such sale occurs during the
such sale occurs during the period from
including April 30, 2008, or(B) at least $25,000,000, if
31, 2009, such Third Party (the "Third
and including May 1, 2008 to end including December
ess ~7ay on or after the date of such
Part~I~older") shall have the right, exercisable on any Busin
is outstanding (subject, in the case of a
sale axed so long as any portion of the principal hereof
d 31 C.F.R, 800,213, to the prior
Third Party Holder that is a "foreign person," as define in
in the Sale and Security Agreement) to
approval of the USG parties and CIFNS, as defined
not in part, to shares of common
convert the outstanding principal of this Note, in whole but
mon Stock"), the number of such
stock of the Maher, par value $0.001 per share (the "Com
based upon the then-outstanding principal
shares (the "Conversion Shares") to be detezmined
for each 1% of the total Common Stock
amount of tha Note and a conversion ratio of $25,000
ing for this purpose the prior conversion
outstanding after giving effect to such conversion, assum
that if a Pezmitted Minority Sale has
or exercise of all Common Stock Equivalents, provided
in such conversion ratio tkte applicable
occturred prior to such conversion, in lieu of 1%
and the Post nilution Percentage (the
percentage sha11 be equal to the product of 1%
t io Maker's right of first refusal
"Conversion ~i~ht"). Rights under this Section X4,1 are subjec
the Stock Purchase Agreement.
under Section 8.16 and the put right under Section lI,l of
SEC'~ION 4.2 Manner of Conversion.

Right will be effective as of tt~e
(a) Notice of Conversion. exercise of the Conversion
principal office (i) a duly executed
date the '~'hird Party Holder delivers to the Maker at its
"),(ii) this Note and (iii), if the put
written notice in the form of Exhibit A (a "Conversion Notice
Agreement has been exercised, tender of
right provided for in Section 11.1 of the Stock Purchase
right determined in accordance with
the full amount payable for the Stock subject to such put
cates will be deemed to lave
such Section 11.1; and as of such date, a stock certificate or certifi
n so design ated by the Third Party
been issued and the Third Party Holder or any other Perso of record, for all
become a holder
Holder in the Conversion Natice will be deemed to have
to vote such shares and to
purposes, of the Conversion Shares, specifically including the right
cable after receipt thereof and
receive dividends thereon. The Maker will, as promptly as practi
e delive r or cause to be executed
in any event within dive Business Days thereafter, execut and
certificates representing the aggregate
and delivered to the Third Party Holder such certificate or
or icates so delivered will, to the
number of the Conversion Shares. The stock certificate ce~;tif
as Third Party Holder will have
extent possible, be in such denomination or denominations the
in the name of xhe Third Party Holder
requested in the Conversion Notice and vaill be registered
in the Conversion 1~Totice,
or in such other name or names as will Y~ave been designated
Holder,
(b} Authorization of Underlyxa~ Shares. The Maker will furnish to the
as accura te and compl ete by the
simultaneously with execution of this Note, a copy, certified ize the
ors of the Maker that author
secretary of the Maker, of resolutions of the boaxd of direct
WO 811577,1

91
mum number of Conversion Shazes that may be

issuance of and reserve for issuance the maxi
On the request of the Molder or the Third Party
issued upon exercise of the Conversion Right,
ation in reasonable detail o~ the number
Holder from time to time, the Maker will furnish a calcul
pal balance of this Nate and the number
of the Conversion Shares based on the outstanding princi
g as of the time of such request, certified by
of fully diluted shares of Common Stock outstandin
the Secretary of the Maker.
all expenses in connection
(c) Pa~Y~rnent of Expenses and Taxes. The Maker will pay
excluding income, capital gain o~' similar
with, and all issuance taxes and Fees (bnt specifically
entity With respect to, the issue or delivery of
taxes) that maybe imposed by any governmental
or, unless such ta~c oz fee is imposed by law
the Conversion Shares and any certificates theref
or fees will be paid by the Third Parley
upon the Third Party Holder, in which case such taaces
Party Holder therefor promptly upon request;
Holder and the Maker will reimburse the Third
s to be registered in a name or names other
provided, however, that if the Conversion Share are
and fees will be for the account of'the Third
than the name of the Third Party Holder, such taxes
transfer taxes payable as a result of such transfer
Party Holder and funds sufficient to pay all
of delivery of the notice of exercise or
must be paid by the Third Party Holder at the time
for payment.
promptly upon receipt of a written request ofthe Maker
approvals, consents or
(d) ReRulator~ Approvals, If federal or state regulatory
prior to the exerc ise of the Conversion Right
clearances are required for, in connection with or will cooperate fully
Holder's expense,
by the Third Party Holder, the Maker, at the Third Party
mation to any regulatory agency as such
with the Third Party Holder in providing such infor
efforts othert~vise to assist the 'third
agency may require and will use commercially reasonable
and clearances.
Party Holder in obtaining such approvals, consents
upon the exercise of the
(e) Valid Issuance, All Conversion Shares issuable
validly issued, fully paid and non-
Conversion Right pursuant to the terms hereof will be
ptive or similar rights of any third
assessable, will be issued without violation of any preem
encumbrances, claims and zestrictions
parties, and r~vill be free and clear of any and all liens,
ant to applicable federal and state securities
whatsoever, other than restrictions an transfer pursu
la+ras.
rsion Shares issued
(f} Legend on Conversion Shires, Each certificate for Conve
certificate issued to any subsequent transferee,
upon exercise ofthe Conversion Right and each
s are registered under the Securities Act of
unless at the time of exercise such Conversion Shire
Rule 144(k} under such Securities Act
1933, as amended, or the two-year holding period under
following forth (and any additional legend or
has expired, will bear a legend substantially in the
srxch Conversion Shares may, at the
legends required by any securities exchange upon which
time of such exercise, be listed} an the face thereof;
ered under the Securities
"The shares represented by this Certificate have not been regist
state securities laws. Such shares
Act of 1933, as amended, ox qualified under applicable
with a view to distribution and may
have been acquired for investment purposes and not
ive registration statement under
not be sold ox offered for sale, in the absence of an effect
or qualification under applicable
the Securities Act of 1933, as amended, and zegistration
satisfactory to SVS Holdings,
state secm-itxes laws or an opinion of counsel reasonably
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91
under applicable fedexal and

Ina that such registration and qualification are not required
state securities laws."
Section 4.3 Protective Provisigns.

stock split,
(a) Recapitalizations and Changes in Common Stock. In the event of any
charac ter or amoun t of the
stock dividend, reclassification or recapitalization that changes the
cised, the Board of
Common Stock while the Conversion Right is outstanding but unexer
ments in the charac ter end number of shares subject
Directors ofthe Maker ~uvill make such adjust
ziate in order to make the
to the Conversion Right as will be reasonable, equitable and approp
the Conversion Right prior to
Conversion Right, as nearly as maybe practicable, equivalent to
Maker and such other matters as
such change, taping into account the entire capitalization of'the
may be relevant,
idates or
(b) Merger, Consolidation or Disposition of Assets. If the Ma1~er consol
surviving corpor ation or
merges with or into another corporation (where the Maker is not the
to, the outstanding
vvhexe there is any change whatsoever in, or distribution with respect
ise dispos es of all or a substantial
Common Stock ofthe Maker), or sells, transfers or otherw
ana, pursua nt to the terms of
portion of xts property, assets or business to another corporation
common stock of the successor
such merger, consolidation or disposition of assets,(i) shares of
corporation) or (ii) shares of
or acquiring corporation ox of the Maker (if it is the surviving
subscr iption or purchase rights) in
capital stock or other securities (including; warrants or other
ing corporation (collectively,
addition to or in lieu o~common stock ofthe successor or acquir
s of Common Stock ofthe
"Other Prouert~"} are to be received by or distributed to the holder
then the Holder will have the right
Maker who are holders immediately prior to such transaction,
thereafter to receive, upon exercise of the Conver sion Right, the number ofshares of common
, if it is the surviving corporation,
stocl~ of the successor or acquiring corporation or ofthe Maker
, consolidation or disposition of
and Other Property receivable upon or as a result of such merger
the Conversion Right is
assets by a holder of the nti~mber of shares of Common Stock for which
merger, consolidation or
exercisable immediately prior to such event. In case of any such
(other than the Maker} will
disposition of assets, any successor or acquiring corporation
of each and every covenant
expressly assume the due and punctual observance and performance
and all the obligations
and condition of this Note to be performed and observed by the Maker
s as may be reasonably
and liabilities ofthe Maker hereunder, subs ect to such modification
Board o~Dire ctors of the Maker)in
deemed appropriate (as determi~ted by resolution of the
of such successgr or
order to provide fox adjustments of any shares of the common stock
~es exercisable, which
acquiring corporation for which the Conversion Right thus becora-
provided for in this
modifications will be as equivalent as practicable to the adjustments
an stock of the succes sor or acquiring
Article N. For purposes ofthis Section 4.3,"eomm
not preferred as to
corporation" will include stock of such corporation of any class that is
and that is not subject to
dividends or assets over any other class of stock of such corporation
of stock or other
redemption and will also include any evidences ofindebtedness, shares
for any such stock, either immediately or
securities that are convertible into or exchangeable
of a specif ied event and any warrants or
upon the occurrence of a specified date or the happening
ing provis ions of this
other rights to subscribe for or purchase any such stock. The forego
wo siis~~.►
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Case:10-24238-HRT Doc#:202-1 Filed:03/21/14
91
mergers, consolidations or dispositions of

Section 4.3(b) will similarly apply to successive
assets.
that will require any
(c) Determination of Adjustments, In each oase of any event
e N in the number of Conversion Shares
adjustment ar readjustment pursuant to this Articl
, the Maker r~vill forthwith compute such
issuable on the exercise of the Conversion Right
terms of this Article ~V and prepare a
adjustment or readjustment in accordance with the
tment or readjustment, the method of
certificate setting forth, in reasonable detail, such adjus
tment or readjustment is based, including
calculation thereof and the facts upon which such adjus
on Stock then putstanding and (ii) the number of
a statement of(i)the number of'shares of Comm
of the Conversion Right, both as in effect
shares of Cozz~mon Stock to be received upon exercise
and as adjusted and readjusted (ifrequired)
immediately prior to such adjustment or readjustment
a copy of each such certificate to the Holder.
on account thereof. The 1Vlaker will forthwith mail
computation of such adjustment or readjustment
In the event that the Holder objects to the
t thereof, the Maker will promptly
prepaxed by the Maker within 1Q Business Days ai~er receip
s reasonably acceptable to the Holder to
cause a firm of independent certified public accountant
with mail a copy of such computation to the
compute such adjustment or readjustment and forth
s will be conclusive. The Maker will keep at its
Holder, and the computation of such accountant
cause the same to be available for inspection at
principal office copies of alI such certificates and
Holder or any prospective transferee hereof
such office during normal business hours by the
designated by the Holder.
vance or perfor~nanee
(d) No Impairment. The Maker will not seek to avoid the obser
will at all times in good faith assist in the
of any of the terms of the Conversion Right, but
corporate actions as may be necessary
carrying out of all such terms and in the taking of all such
any Third Party Holder consistent with the
or appropriate to protect the rights of the Holder and
of the foregoing, and notwithstanding any
terms of this Note, Without limiting the generality
all such action as may be necessary or
other provision of this Note, the Maker (i) will take
legally issue fully paid and non-assessable
appropriate in order that the Maker may validly and
Right from time to time, (ii) will not
Conversion Shares upon the exercise of the Conversion
to any other Person, or consolidate with
transfer all or substantially all obits properties and assets
n consolidate with or merge into the Maker
or merge into any other Person ox permit any Perso to
s such other Person expressly assumes in
(if the Maker is not the surviving cozporation), unles
Note as provided herein, (iii) will use its
writing and agrees to be bound by all the terms of this
st and at the Third Party Holder's expense,
reasonable efforts, on the Third Party Solder's reque
nts from ar~y governmental or regulatory
to obtain all such authorizations, exemptions or conse
sary to enable the Maker to perform its
authority having jurisdiction thereof as may be neces
reclassify or change the Common Stoclr
obligations under the Conversion Right acid (iv) will not
other than the Common Stock without the
or authorize or create any class of its capital stock
Party Holder, the prior written consent
prior written consent of the Holder (or, if there is a Third
of such Third Party Holder).
(e) Reservation of Shares.

, free from preemptive rights, a
The Maker will reserve and set apart and have at all times
Common Stock ox other securities or property
number of shares of authorized but unissued
sufficient to permit the exercise in full of
deliverable upon the exercise of the Conversion light
wastts~7.i
~ - .. ~
~ ~ i

91
er
n that would result in an adjustment in the numb
the Conversion Right. Before taking any actio isabl e, the Make r wi11 obtai n
Conversion Right is exerc
of shares of Common Stock for which the gove rnme ntal or
nts as may be necessary from any
all such authorizations, exemptions and conse
such action.
regulatory authority having jurisdiction over
ARTICY,E V
EVENTS OF DEFAULT;REMEDIES
of following events (each an"Event of
SECTION 5.1 Events of Defaalt. If any the
ct to the cure period indicated, if any;
Default") shall occur and be continuing, subje
ipal of, or interest or other amounts
(a) the Maker shall fail to pay any amount ofprinc
cure period;
on, this Note when due, subject to a 18Q-day
r in Section 2.1 or by the Maker
(b) any representation or warranty made by the Make
rect in any material respect when tnatie, subject,
in the Stock Purchase Agreement shall be incor r
to a cure period following delivery to the Make by
if such incorrectness is susceptible of Dore, perio d to conti nue fox
material inaccuracy, such cure
the Molder of written notice identifying the
diligently pursuing a cure;
up to 180 days but only so long as Maker is
ants contained herein, the Maker
(c) the Maker fails to comply with any o£ its coven
of the covenants contained in the Stock Purchase
or the Company fails to comply with any oing,
the Holder prompt notice of any of the foreg
Agreement or the Maker fails to provide deliv ery to the IVlak er by
to a cwe period following
subject, if such failure is susceptible of cure, such cure perio d to
nonperformance or ornisslon,
the Holder of written notice identifying the
as Maher is diligently pursuing a cure;
continue far up to 180 days but only so long
its_ debts as such debts become
(d) the Maker or the Company shall generally not pay
pay its debts generally, or shall make a general
due or shall admit in waiting its inability to
proceeding shall be instituted by or against the
assignment for the benefit of its creditors, or any
a bankrupt, subject to a 30 day ct;tre period in the
Maker or the Company seeking to adjudicate it
proceeding; ar
case of any involuntary bankruptcy or insolvency
(e) [Intentionally omitted.]

merge or consolidate with or
(fl The Mc~lcer or any Subsidiary of the Maker shall
se of(whether in one transaction or in a series
into, or convey, transfer, lease or otherwise dispo
its assets (whether now owned or hereafter
of transactions) all or any substantial part of
the merger or consolidation of any Subsidiary of
acquired) to, any person or entity, except for (i)
Subsidiary of assets to, or the acquisition by such
the Maker with or into, or the disposal by such
Maker and (ii) the merger of any Subsidiary
Subsidiary of assets of, any other Subsidiary of the
of such Subsidiary to, the Maker', then, and in any
of the Maker into, or the disposal ofassets
Maker, declare this Note and all interest hereon to
such event, the Holder may, by notice to the
Note and all such interest shall become and be
be forthwith due and payable, ~vvhereupon this
demand, protest, or further notice of any kind,
forth~rith dos and payable (without presentment,
10
WO 811577,1

91 '-
the Molder shall, in addition, ba

all of which are hereby expressly waived by the Maker), and
Each cure period (except with respect to
entitled to exercise its rights pursuant to Section 6.1.
nce by the giving of written notice of
Section 5,1(d), which shall not require notice) shall comme
default by Holder.
ARTYCL~ VX
1ZEMEDIES
SECTION 6.1 Remedies.

nt to Section 5,1,
(a) Limitations. In the event the Holder exercises its rights pursua
or its assets to a Third Party but in no
the Holder may seek to compel a judicial sale of the 1Vlaker
]Maker or its assets through such
event shall the Holder become the owner of any interest in the
process.
any deficiency if the
(b) Liability, ~'ar Deficiency, The Maker shall remain liable for
assets are insufficient to pay all amounts
proceeds of any sale or disposition of the Maker or its
for all reasonable costs of the Holder,
to which the Holder is entitled, the Maker also being liable
incurred in connection with the
including, without limitation, reasonable attorneys' fees,
The Maker hereby waives presentment,
enforcement of any of its rights and remedies hereunder,
permitted by applicable levy) of any kind
demand, protest ox any notice (to the maximum extent
Holder or any Third Party Holder may
in connection with this Note, For the avoidance of doubt,
solely from the sale of the assets of the
seek to satisfy Maker's obligations under this Note
of Maker shall be personally liable
Maker, and no shareholder, officer, director ar employee
under this Note.
ition or other
(c) Application of Proceeds, The proceeds of any sale, dispos
shall be applied a~ld distributed by the
realization upon all or any part of the Maker or its assets
Holder in the following order ofpriorities:
able expenses of the Holder in
first, to the Holder in an amount sufficient to pay in fall the reason
ing all reasonable expenses,
connection with such sale, disposition ox other realization, includ
connection therewith, including,
liabilities and advances incurred or made by the Holder in
without limitation, reasonable attorney's fees;
principal of and accrued interest on
second, to the Holder in an amount equal to the then unpaid
this Note; and
pay to Maker, or its representatives or as a
finally, upon payment in full of all ofthe foregoing, to
remaining from such proceeds.
court of competent jurisdiction may direct, any surplus then
11
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91
ARTICLE VIl
MISCELLANEOUS
SECTION 7.1 Amendments, etc. No amendment or v✓aiver of any provision of this

any event be effective unless
Note, nor consent to any departure by the Maker herefrom, shall in
the Holder, and then such waiver or
the saxrie shall be iii writing and signed by the Maker and
purpose for which it is
consent shall be efFective only in the specific instance and for the specifio
given,
writing and mailed or
SECTTON'1.2 Notices, etc. All notices hereunder shall be in
and the Folder or, as to each
telecopied or delivered at the address specified below for the Malcer
party, at such other address as shill be designa ted by such party in a written notice to the other
P~Y~
To Holder:
Smartmatic Corporation
1001 Broken Sound Parl~r~vay
Boca Raton FL 33487,USA
Facsimile: 561-862-Q749
Attention:.Antonio Mugica
With a copy to:
Sutherland Asbill &Brennan LLP

1275 Fennsylvania Avenue, NW
Washington,DC 20004
Facsimile:(202)637-3593
Attention: Jeffrey P. Bialos
To Maker:
Sequoia Voting Systems, one,

717 17th Street, Suite 310
Denver, CO 802Q2, USA
Facsimile: 3Q3-446-3047
Attention: lack Blaine
With a copy to:
Seyfarth Shar~v ~,LP

$15 Connecticut Avenue, N.W.
iz
wo si ~s~~,1

91
Suite 500
~W'ashington, D.C. 20006
Pacsirnile; (202) 828-5393
Attention: Robert L. Bodansky
delivery, if personally delivered,

Notices shall be deemed received by the recipient thereof on
after deposited in the
upon electronic confirmation of delivery, if sit by facsimile, o~ five days
mail, if mailed as provided in this Section.
of the Holder to
SECTION 7.3 No WaiveriRemedies. No failure on the part
Note shall operate as ~ waiver thereof,
exercise, and no delay in exercising, any right under this
preclud e any other or further
uor shall any single or partial exercise of any right hereunder
provided are cumulative
exercise thereof or the exercise of any other right. The remedies herein
and not exclusive of any remedies provided by law.
ble
SECTION 7.4 Ex enses. The Maker agrees to pay all of the Holder reasona
's
fees and expense s), in connec tion with
costs and e~cpe~xses, if any (including reasonable counsel
the enforcement ofthis Note,
g upon and shall
SECTION 7.5 Successors and Assa~ns. This Note shall be bindin
successors and assigns,
inure to the benefit of the parties hereto and their respective heirs,
r or obligations hereunder
rovided, however, that the Maker may not assign or transfe its rights
in accord ance with a merger,
vrithout the prior written consent of the Holder, except
ing with the second
consolidation or sale of s~bstazitially all assets in a transaction comply
may assign this Note or any of its
sentence o~ Section 4.3(b), and further provided that Holder
of the Stock Purchase
obligations hereunder gnly in compliance with Sections $.16 and 11.1
Agreement.
BY, AND
SECTION 7.6 CCovernin~ Law. THIS NOTE SMALL BE GOVERNED
THE STAT E OF NEW
CCINSTRUI:D IN ACCORDANCE WYTH, THE LAWS OF
E GOVERN
XORK'WITHOUT REGARD TO ANY LAWS THAT MTGT-~T OTHERWIS
UNDER APPLYCABLE PY2INCIPY,ES OF CONFL ICTS OF LAW.
ATÌON
SECTION 7.7 Forum Selectian and Consent to Jurisdiction. A1~TY' r,ITIG
R, OR IN CONN ECTI ON WITH,
BASED HEREON, OR ARYSTNG OTT OF, UNDE
OF DEAT. TNG,
TT-~IS NOTE, OR ANY COURSE OF CONDUCE', COURSE
OF ANY PARTY
STATElVIENTS (WHETHER ORAL OR 'W~ZTTTEIV) OR ACTIONS
E~Y IN TAE
~-TERETN, SHAT~L BE BROUGHT AND MAINTAINED EXCLUSTV
TED IN MANH ATTA N, STATE
FEDERAL OR STATE COIII2.TS THAT ARE LOCA
OF NEW XORK.
BY
SECTION 7.8 Waiver of Jury Tx'ial, etc. EACH PARTY HE~TO HEILE
EXTE NT
T~NOWIPtGLY, VOLUNTARILY AND INTENTYONALL'Y WAIVES TO THE
TO A TRIAL BY
PERMITTED BY A~'PLTCABT,E LAW ANY RYGHTS YT 1VIAY HAVE
OUT OF,
JURY YN R.ESPECT OF ANY LITIGATION BASED HE1rEON, OR ARYSING
UNDER,O~ZIN CONNECTION 'Vt'IT~I, THIS NOTE.
13
wo ~~ ts~~,t
Case:10-24238-HRT Doc#;202-1 Filed:03/21/14 Entered:03/21/14 16:45:32 Page88 of

91
SECTION 7.9 Severa~aility. If any provision hereof is determined to be invalid and

unenforceable in any jurisdiction, then, to the fullest extent permitted by law the other provisions
remain in full force and effect and will be liberally construed in favor o~'the Holder in order to
carc'y out the intentions of the parties hereto as nearly as may be possible.
SECTION 7,10 Subordination. The Holder agrees to enter into a subordination

agreement in a farm reasonably requested by a lender to the Maker or the Company
subordinating the amounts payable to Holder under this Note to amounts owing to such lender in
respect ofPermitted Senior Debt.
SECTION 7.11 Entire .A~,reement. This Note and the Stack Purchase Agreement
(including the schedules and exhibits thereto) represent the entire understanding and agreement
between the Maker and the Holder with respect to the subject matter hexeof and thereof.
14
Wo st~s~7,t
Case:14-11360-TBM
~ ~ i Doc#:87-2
_ Filed:04/01/16
_ Entered:04/01/16 13:30:30
~ Page89
~ of 91

91
IN WITNESS W~lE12EOF, the Maker has caused this Note to be executed on the date
frst above written.
SVS HOLDINGS,INC.
BY~ ~~--LL~~ L~-

Narrie• ack A.Blaine
it]e: President and CEO
ACCEPTED:
SMARTMATIC CORPORATION
By;
Name:
Title.
wo et ~sn,i
~ Entered:04/01/16
i 13:30:30 Page90 of 91
Case:10-24238-HRT 'Doc#:202-1 Filed:03/21/14 Entered;03/21/14 16:45:32 Page90 of ~
91
riV Wl'T1V~9S K'~[Ett~ON',iha Maker has c~used ibis

Nom to bo oxoccutaf on 1ha auto
~vo writteA.
sys r~o~.nmcs,rrrc,
By _
N
75da!
BP7ZA: ~.
RTMAT7C CQ TIO~!
'~
Br
iae: ~ ~
Case:14-11360-TBM
~ ._ Doc#:87-2
~ i Filed:04/01/16 Entered:04/01/16~ 13:30:30
:.. Page91
I . of 91
Case:10-24238-HRT Doc#:202-1 Filed:03/21/14 Entered:03/21/14 16:45:32 Page91 of i

91
EXHIBIT A
~oirn ofElection to Exercise the Conversion Ri~hi
The undersigned hereby irrevocably elects to exercise the Conversion Right under the
Unsecured 1'romissoxy Note dated __„ ____, 2007 in the original principal amount of
$2,U~Q,000, executed by SVS Holdings, Inc. ("Maker"}, in favor of Smartmatic Corporation.
The undersigned hereby requests that certificates for the shares of Maker into which this Note is
converted b~ issued and delivered as follows:
ISSTJED Td:
(NAME}
(ADDRESS,INCLUDING ZIP CODE)
DELIVER.TO;
(NAME)
(ADDRESS,INCLY7DING ZIl' CODE)
Dated: [NAME OF T~-iIRD PARTY HOLDER]

By;
Name:
Title:
and agreed:
Smartmatic Corporation
By:_
Name:
Title:
z
WO 811577.1

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Case:14-11360-TBM Doc#:87-2 Filed:04/01/16 Entered:04/01/16 13:30:30 Page1 of 91

Case:10-24238-HRT Doc#:202-1 Filed:03121/14 Entered:03/21/14 16:45:32 Paget of 91

UNITED STATES BANKitUPTCY COURT

and Case No. 14-11360 HRT

DECLAIZATYON OF.TACK BLAYNE

1, I live in Lakewood, Colorado,

2. I currently am Managing Director for International Sales at Dominion Voting

3. I am submitting this affidavit in opposition to the motion ofthe Trustee of

4. I graduated from UCLA in 1967 and received a Masters in Business

Administration from the University of Detroit in the mid-seventies,

Case:10-24238-HRT Doc#:202-1 Filed;03/21/14 Entered:03/21/14 16:45:32 Page3 of 91

positions at Burroughs/Unisys, including President of Worldwide Sales and Services and

Executive Vice President. Y left the company in approximately 2002.

6, In 2004, I went to work for Smartmatic, a Delaware corporation with corporate

7. In 2005, I assisted Smartmatic in purchasing Sequoia, along-established

8, After Smartmatic's purchase of Sequoia, I was appointed President of Sequoia for

external purposes, although I was not a corporate officer.

9, Approximately 18 months after the Smartmatie acquisition of Sequoia, the

is attached hereto as Exhibit A.

Case:10-24238-HRT Doc#:202-1 Filed:03/21/14 Entered:03/21/14 16:45:32 Page4 of 91

specifically for the purpose of that transaction,

12, In September 2007, Smartmatic entered into a Stock Purchase Agreement

Case:10-24238-HRT Doc#:202-1 Filed;03/21/14 Entered:03/21/14 16:45:32 Pages of 91

suggestion of Smartmatic and its lawyers,

Case:10-24238-HRT Doc#:202-1 Filed;03/21/14 Entered;03/21/14 16:45:32 Page6 of 91

Purchase Agreement is attached hereto as E~ibit G. In an October 2009 Asset Purchase

agreement. On that occasion,the board of directors of SVS approved a resolution authorizing

copy of the SVS board resolution is attached hereto as Exhibit J.

Case:10-24238-HRT Doc#:202-1 Filed:03/21/14 Entered:03/21/14 16:45:32 Pagel of 91

cons~lid~~tic~n, would be inequitable to Seguoit~'s creditors acid potentially t~ Dominion, and

Smartmatic seemingly ~~vould be the only -~ and an undeserved— ben~~aiary ~f substantive

cans~~idation with the pnssibl:~ exception o£ me.

Executed an 1Vra1~c~ 20,2014

_v _..._._...~___.._. T _____.__ .._.__------

Case:10-24238-HRT Doc#:202-1 Filed:03/21/14 Entered:03/21/14 16:45:32 Page8 of 91 i

Case:10-24238-HRT Doc#:202-1 Filed;03/21/14 Entered:03/21/14 16:45:32 Page9 of 91

Case;10-24238-HRT Doc#:202-1 Filed:03/21/14 Entered;03/21/14 16:45:32 Page10 of

ure to Thud Parties

Case:10-24238-HRT Doc#:202-1 Filed:03/21114 Entered:03/21/14 16:45:32 Page11 of

Case:10-24238-HRT Doc#:202-1 Filed:03/21/14 Entered:03/21/14 16:45:32 Page12 of

~! ' ~ TA~X~~ 0~'COlV'X'~NTS

tlal business information, voluntari)y providui, which

Case:10-24238-HRT Doc#:202-1 Filed:03/21/14 Entered:03/21/14 16:45:32 Page13 of

".'..,' ~ xABL~(~T' CONTENTS

fy 't 7.9 Condition of ate Business ........................................................................ 28

f. x.10 [Xntentionally amitted~ ............................................................................34

Case:10-24238-HRT Doc#:202-1 Filed:03/21/14 Entered:03/21/14 16:45:32 Page14 of

Case:10-24238-HRT Doc#:202-1 Filed:03/21/14 Entered:03/21/14 16:45:2 Page15 of

business information, voluntarily provided, which

Case;10-24238-HRT Doc#:202-1 Filed:03/21/14 Entered:03/21/14 16:45:32 Page16 of

~~~' This S'~OCK PURCHA.S~ AGREBMENI',(the "Agxeenaent"), dated as

WHL1t~,A~S, the Company is a wholly owned Subsidiary of the Selling

WHEREAS, Smartmatio ~Tolding, the Company, the United States

~VHF~It~A.S, the Purchaser is r~holly owned by the t7.S, Stockholders;

Case:10-24238-HRT Doc#:202-1 Filed;03/21114 Entered;03/21/14 16:45:32 Page17 of

cably severing any

Case:10-24238-HRT Doc#;202-1 Filed:03/21114 Entered:03/21/14 16:45.32 Page18 of

' "DistriN~tition Agreement" means the bistribution Agreeme~rt to be

~" "En~vironm~ratal Law" means any applicable Law GurrenYly in efFect

Case:10-24238-HRT Doc#:202-1 Filed:03/21/14 Entered:03/21/14 16:45:32 Page19 of

Case:10-24238-HRT Doc#:202-1 Filed:03/21/14 Entered:03/21114 16:45:32 Page20 of

"Knowledge o~ t]~e Company" means the actual ltnovc~ledge of those

~ "I,egaX Proceeding"means and judicial, adr~.inistratiW~ ar arbitrai actions,

_v _..._._...~___.._. T ___. .._.__------

.~ "~'eealagy" means, GOuCCtx'VC, atl information, designs, formulae,