Smith (A.O.) Corporation – STOCK PURCHASE AGREEMENT Dated as of July 18, 2011 by and Among A. O. Smith Corporation, the Shareholders of Lochinvar Corporation, the Shareholders of Lochinvar Limited, and William L. Vallett, Jr., as Sellers Representative (July 22nd, 2011)
This STOCK PURCHASE AGREEMENT (this Agreement) dated as of July 18, 2011 by and among (a) A. O. Smith Corporation, a Delaware corporation (Buyer), (b) each of the shareholders (each a Seller and collectively, Sellers) of Lochinvar Corporation, a Tennessee corporation (the Company), and Lochinvar Limited, a company incorporated under the laws of England and Wales under company number 3453820 (the U.K. Affiliate), in both cases listed on Exhibit A attached hereto and (c) William L. Vallett, Jr., an individual resident of the State of Tennessee (the Sellers Representative). Each of Buyer and Sellers is referred to herein as a Party and collectively as the Parties.