MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

Parties may otherwise agree (the “Initial Closing Date”). The Parties acknowledge and agree
that they currently intend to effect the Initial Closing on or before April 1, 2012. The Initial
Closing may occur by electronic exchange of documents and wire transfer of funds.
(b) The consummation of the transactions contemplated by this Agreement
and the Canada Purchase Agreement with respect to the Canada Acquired Assets and the Canada
Assumed Liabilities (the “Canada Closing”) shall take place in accordance with Sections 2.1 and
2.2 of the Canada Purchase Agreement.
2.2 Initial Closing Deliveries.
(a) Buyer Deliveries. At the Initial Closing, Buyer shall, and shall cause the
Buyer Parties to:
(i) pay to Seller and the Seller Parties the Base Initial Closing
Purchase Price in one or more wire transfers of immediately available funds in accordance with
the wire instructions and funds flow statement delivered by Seller to Buyer at least five (5)
Business Days prior to the Initial Closing;
(ii) execute and deliver to Seller the documents of transfer for the
Initial Closing Acquired Assets and the documents of assumption of the Initial Closing Assumed
Liabilities (including the transfer of services and utilities provided to the Initial Closing Acquired
Real Property and the assignment and assumption of the Initial Closing Assumed Contracts) as
listed in and substantially in the form attached to Exhibit B hereto, together with such other
deeds of conveyance, bills of sale, assurances, transfers, assignments, consents and such other
agreements, documents and instruments as the Parties may agree are reasonably necessary to
complete the transactions contemplated by this Agreement (collectively, the “Initial Closing
Transfer Documents”);
(iii) execute and deliver to Seller transition services agreements in
substantially the form of Exhibits C-1, C-2, C-3 and C-4 attached hereto, together with the
Retained WIP and Retained Orders TSAs for the Retained WIP and the Retained Orders related
to the Initial Closing Business, and such other transition services agreements as the Parties may
agree are reasonably necessary to complete the transactions contemplated by this Agreement
(collectively, the “Initial Closing TSAs”);
(iv) execute and deliver to Seller a consignment agreement with respect
to certain Excluded Inventory (the “Consignment Agreement”) in substantially the form of
Exhibit D attached hereto;
(v) deliver to Seller evidence of each Bucyrus Guaranty that has been
released or substituted prior to the Initial Closing in accordance with Section 6.10; and
(vi) deliver to Seller an executed copy of the Canada Purchase
Agreement as entered into as of the date hereof.
(b) Seller Deliveries. At the Initial Closing, Seller shall, and shall cause the
applicable Seller Parties to:
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