Section 2.01 Sale and purchase. CARBO Mauritius sale and transfer to PWT Austria, and PWT Austria buys and accepts, right and property advantageous of 17,980 shares of purchase with full guarantee of free title and free of any charge with closing effect on the terms and conditions set here. CARBO Delaware will sell and transfer PWT Cyprus, and PWT Cyprus acquires and accepts the legitimate and economic ownership of 20 shares with full, free and free security guarantee, with closing effect on the terms and conditions set out in the latter. Subject to satisfaction (or the waiver of the contracting party, whose obligations are subject to this performance) of the terms set out in Article VII, on the reference date: a) Subject to the provisions of Section 6.05 (Rebranding), the seller, at the conclusion, obtains the execution of a new patent licensing and know-how agreement between the company and CARBO Ceramics Inc. (in the attached form in Appendix B) to ensure that the company must , to the extent necessary, to be able to conduct transactions in the same way as the company did before closing (the “licensing agreement”). PandaTip: Sometimes pay a fee for the transfer of shares and the issuance of new shares, it is probably less than 50 USD, but you can first check. If you want these costs to be borne by the transferor or shared between the two parties, you can change the clause above. The “purchase shares” are 18,000 common shares of Holdco with a face value of $1, or 100% of the shares issued and outstanding on Holdco`s capital. exclusive, non-competing and non-transferable rights and licenses to: (d) Contrary to the disclosure letter, the performance, supply or execution of this contract and the conclusion of the proposed transactions are not permitted to pay (with amounts other than those payable by the parent group) (i) any employee, advisor, director or shareholder of a subject company; (ii) to increase the amount of compensation for such a person; or (iii) expedite the use or financing of compensation or other benefits to such a person. (i) change the name of each company and Holdco to a name that does not include the letters carbo, (ii) any translation or transliteration of the letters CARBO, (iii) a trademark, trade name or other trademark belonging to the sellers or their related companies, or iv) letters, names or trademarks that are, for the most part or confused, similar to any of the above marks; and 5.3 The assignor guarantees that there are no fees or other obligations on the shares, whether registered or not, and that they are completely free of charges (with the exception of a capital payment obligation in the event of partially paid shares).