Common use of Transactions to be Effected at the Closing Clause in Contracts

Transactions to be Effected at the Closing. Simultaneously with the execution on delivery of this Agreement (the “Closing”): (i) The Seller shall deliver to the Buyer: A) the Purchased Units; B) a Class A Unit Agreement, duly executed by the Seller; C) a waiver from the Aggregate Share Ownership Limit (as such term is defined in the Charter) pursuant to a Request for Waiver of Ownership Limit for the Company (the “Waiver”) substantially in the form of Exhibit B attached hereto, duly executed by the Seller, the Company and the other parties thereto (other than the Buyer); D) a Second Amended and Restated Limited Partnership Agreement of the Company, substantially in the form attached hereto as Exhibit C (the “Second A&R Partnership Agreement), and E) an Amended and Restated Registration Rights Agreement, in substantially the form attached hereto as Exhibit D (the “Registration Rights Agreement” and together with this Agreement, the Class A Unit Agreement, the Waiver and the Second A&R Partnership Agreement, each, a “Transaction Agreement” and collectively, the “Transaction Agreements”), duly executed by the Company and the other parties thereto (other than the Buyer). F) A certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company, dated as of the date hereof, as to (A) the resolutions consistent with Sections 3(b) and (p) as adopted by the Company’s Board of Directors (the “Board of Directors”), in a form reasonably acceptable to the Buyer, and (B) the organizational documents of the Company and the Seller, each as in effect at the Closing. (ii) The Buyer shall deliver or cause to be delivered: A) the Aggregate Purchase Price by wire transfer of immediately available funds to the bank account(s) heretofore designated in writing by the Seller; B) the Waiver duly executed by the Buyer; C) the Second A&R Partnership Agreement duly executed by the Buyer, and D) the Registration Rights Agreement duly executed by the Buyer.

Transactions to be Effected at the Closing. Simultaneously with (a) At the execution on delivery of this Agreement Closing, the Sellers’ Representative shall deliver (or cause to be delivered) to Buyer the “Closing”):following documents: (i) The Seller shall deliver to the Buyer: A) the Purchased Units; B) a Class A Unit Agreement, duly executed by the Seller; C) a waiver from the Aggregate Share Ownership Limit (as such term is defined in the Charter) pursuant to a Request for Waiver an assignment of Ownership Limit for the Company (the “Waiver”) substantially in the form of Exhibit B attached hereto, duly executed by the Seller, the Company and the other parties thereto (other than the Buyer); D) a Second Amended and Restated Limited Partnership Agreement of the Company, substantially in the form attached hereto as Exhibit C (the “Second A&R Partnership Agreement), and E) an Amended and Restated Registration Rights Agreementmembership interests, in substantially the form attached hereto as Exhibit D (the “Registration Rights Assignments of Membership Interests”), evidencing the transfer of the Purchased Interests from such Seller to Buyer, in each case, free and clear of any and all Encumbrances (other than transfer restrictions under applicable federal and state securities Laws, and transfer restrictions and other Encumbrances in the A&R LLC Agreement” and ), duly executed by each Seller, together with the original unit certificates representing the Purchased Interests (if certificated), duly endorsed in blank (or accompanied by unit powers duly executed in blank) by such Seller for transfer to Buyer, as applicable; (ii) the Escrow Agreement, duly executed by the Sellers’ Representative; (iii) a statement from each Seller certifying such Seller’s non-foreign status in accordance with Code Section 1445(b)(2) and the regulations promulgated thereunder, in each case in form and substance satisfactory to Buyer; (iv) a validly completed and duly executed W-9 from each Seller; (v) the A&R LLC Agreement, duly executed by each Seller; (vi) a certificate, dated as of the Closing Date and duly executed on behalf of the Company by its Manager or other authorized officer, certifying (A) the plan of conversion approved by the Company in accordance with Section 605.1041 of the Florida Revised Limited Liability Company Act, (B) the articles of conversion duly filed in the State of Florida to effect the Conversion in accordance with Section 605.1041 of the Florida Revised Limited Liability Company Act, (C) the certificate of conversion duly filed in the State of Delaware to effect the Conversion in accordance with Section 18-214 of the Delaware Limited Liability Company Act, (D) the certificate of formation of the Company duly filed in the State of Delaware and in effect as of the Closing Date, (E) the limited liability company agreement of the Company in effect as of the Closing Date, (F) the names of the officers or other authorized representatives of the Company that are authorized to sign this Agreement, the Class A Unit other Transaction Documents and any other agreements or instruments to be delivered pursuant to this Agreement, together with the true signatures of such officers, and (G) the resolutions of the members and the managers of the Company approving this Agreement, the Waiver other Transaction Documents and the Second A&R Partnership Agreementtransactions contemplated hereby and thereby in accordance with applicable Law; (vii) a certificate of good standing with respect to the Company, eachfrom the Secretary of State of the State of Delaware, and any other jurisdiction in which the Company is qualified to transact business, in each case, dated no more than five Business Days prior to the Closing Date; (viii) each Consent listed on Schedule 3.2(a), in each case in form and substance satisfactory to Buyer; (ix) a “Transaction Agreement” software and collectivelydata license agreement, in the form attached hereto as Exhibit E (the “Transaction AgreementsSDLA”), duly executed by the Company; (x) a data license agreement, in the form attached hereto as Exhibit F (the “▇▇▇▇▇▇ Data License Agreement”), duly executed by the Company and the other parties thereto ▇▇▇▇▇▇ Market Data, LLC; (other than the Buyer). Fxi) A certificatea guaranty agreement, in the form acceptable to such Buyerattached hereto as Exhibit G (the “RHAS Guaranty Agreement”), duly executed by the Secretary Company and RHAS; (xii) the Assignment Agreement, duly executed by the Company and each Seller; (xiii) the Personnel Services Agreement, in the form attached hereto as Exhibit I (the “AutoTech Personnel Services Agreement”), duly executed by AutoTech Logistics, LLC, a Pennsylvania limited liability company; and (xiv) the Development Agreement, in the form attached hereto as Exhibit J (the “AutoDev Development Agreement”), duly executed by AutoDev, LLC, a California limited liability company. (b) At the Closing, Buyer shall: (i) make the payments set forth in Sections 2.2(a), (b) and (c); (ii) deliver (or cause to be delivered) to the Sellers’ Representative counterpart signature pages to the Assignments of Membership Interests, duly executed by Buyer; (iii) deliver (or cause to be delivered) to the CompanySellers’ Representative a counterpart signature page to the A&R LLC Agreement, duly executed by Buyer; (iv) deliver (or cause to be delivered) to the Sellers’ Representative a counterpart signature page to the SDLA, duly executed by Buyer; (v) deliver (or cause to be delivered) to the Sellers’ Representative a counterpart signature page to the Escrow Agreement, duly executed by Buyer and the Escrow Agent; (vi) deliver (or cause to be delivered) to the Sellers’ Representative a certificate, dated as of the date hereofClosing Date and duly executed on behalf of Buyer by its Secretary or other authorized officer, as to certifying (A) the resolutions consistent with Sections 3(b) Certificate of Incorporation of Buyer duly filed in the State of Delaware and (p) in effect as adopted by of the Company’s Board of Directors (the “Board of Directors”)Closing Date, in a form reasonably acceptable to the Buyer, and (B) the organizational documents Bylaws of Buyer in effect as of the Company Closing Date, (C) the names of the officers or other authorized representatives of Buyer that are authorized to sign this Agreement, the other Transaction Documents and any other agreements or instruments to be delivered pursuant to this Agreement, together with the true signatures of such officers, and (D) an appropriately redacted copy of the resolutions of the Board of Directors of Buyer approving this Agreement, the other Transaction Documents and the Seller, each as transactions contemplated hereby and thereby in effect at the Closing.accordance with applicable Law; and (iivii) The Buyer shall deliver (or cause to be delivered: A) the Aggregate Purchase Price by wire transfer of immediately available funds to the bank account(s) heretofore designated in writing by the Seller; B) the Waiver duly executed by the Buyer; C) the Second A&R Partnership Agreement duly executed by the Sellers’ Representative a certificate of good standing with respect to Buyer, and D) from the Registration Rights Agreement duly executed by Secretary of State of the BuyerState of Delaware, dated no more than five Business Days prior to the Closing Date.

Transactions to be Effected at the Closing. Simultaneously with At the execution on delivery of this Agreement Closing: (a) Seller shall deliver to Purchaser the “Closing”):following: (i) The Seller shall deliver to an executed counterpart of the Buyer: A) the Purchased Units; B) a Class A Unit Trademark License Agreement, duly executed by the Seller; C) a waiver from the Aggregate Share Ownership Limit (as such term is defined in the Charter) pursuant to a Request for Waiver of Ownership Limit for the Company (the “Waiver”) substantially in the form of Exhibit B attached hereto, duly executed by hereto (the Seller, the Company and the other parties thereto (other than the Buyer“Trademark License Agreement”); D(ii) a Second Amended and Restated Limited Partnership Agreement one or more acts of the Company, substantially in the form attached hereto as Exhibit C (the “Second A&R Partnership Agreement), and E) an Amended and Restated Registration Rights Agreement, sale in substantially the form of Exhibit C attached hereto as Exhibit D (the “Registration Rights Agreement” Acts of Sale”) conveying to Purchaser all of right, title and together with this Agreement, interest in and to the Class A Unit Agreement, ▇▇▇▇▇▇▇ Facility; (iii) one or more executed bills of sale in substantially the Waiver and the Second A&R Partnership Agreement, each, a “Transaction Agreement” and collectively, form of Exhibit D attached hereto (the “Transaction Bills of Sale”) executed by Seller and each Seller Transferor conveying to Purchaser all right, title and interest in and to the Acquired Assets owned by such party; (iv) one or more executed counterparts of assignment and assumption agreements in substantially the form of Exhibit E attached hereto (the “Assignment and Assumption Agreements”); (v) an executed counterpart of the Supply Agreement - Melamine in substantially the form of Exhibit F attached hereto (the “Supply Agreement - Melamine”); (vi) an executed counterpart of the Supply Agreement - Acrylonitrile in substantially the form of Exhibit G attached hereto (the “Supply Agreement - Acrylonitrile”); (vii) a certificate, duly dated the Closing Date, executed by an officer of Seller, certifying, on behalf of Seller and not in his or her individual capacity, as to the Company satisfaction by Seller of the conditions set forth in Section 7.02(a), (b) and the other parties thereto (other than the Buyerf).; F(viii) A a certificate, in dated the form acceptable to such BuyerClosing Date, executed by the Secretary or an Assistant Secretary of the CompanySeller, dated as certifying, on behalf of the date hereofSeller and not in his or her individual capacity, as to (A) the certificate of incorporation and bylaws of Seller, (B) the resolutions consistent with Sections 3(b) and (p) as adopted by the CompanySeller’s Board of Directors relating to the Acquisition and (C) the incumbency and signatures of the signatories to this Agreement and the other Transaction Documents to which Seller is a party; (ix) an executed counterpart of the Transition Services Agreement substantially in the form of Exhibit H attached hereto (the “Board of DirectorsTransition Services Agreement”); (x) an executed counterparts of the Distribution Agreement, substantially in the form of Exhibit I attached hereto (the “Distribution Agreement”); (xi) payoff and release letters from the holders of the Indebtedness set forth on Schedule 3.02(a)(xi) that (i) reflect the amounts required in order to pay in full such Indebtedness and (ii) provide that, upon payment in full of the amounts indicated, all Liens with respect to the Acquired Assets shall be terminated and of no further force and effect, together with UCC-3 termination statements with respect to the financing statements filed against the Acquired Assets by the holders of such Liens, in each case in form and substance reasonably satisfactory to Purchaser; and (xii) a certificate in form and substance reasonably acceptable satisfactory to Purchaser, duly executed and acknowledged, certifying all facts necessary to exempt the transactions contemplated hereby from withholding pursuant to the Buyer, and (B) the organizational documents provisions of the Company and the Seller, each as Foreign Investment in effect at the ClosingReal Property Tax Act. (iib) The Buyer Purchaser shall deliver or cause to be deliveredSeller the following: A(i) the Aggregate Purchase Price Estimated Closing Payment by wire transfer of immediately available funds to the bank account(s) heretofore designated in writing an account specified by the Seller; (ii) the Note; (iii) an executed counterpart of the Trademark License Agreement; (iv) an executed counterpart of the Act of Sale; (v) executed counterparts of the Assignment and Assumption Agreements; (vi) an executed counterpart of the Supply Agreement - Melamine; (vii) an executed counterpart of the Supply Agreement - Acrylonitrile; (viii) a copy of a valid resale certificate issued by the State of Louisiana to Purchaser for the purposes of claiming an exemption of sales tax otherwise imposed upon the sale of inventory located at the ▇▇▇▇▇▇▇ Facility upon Closing; (ix) a certificate, dated the Closing Date, executed by an officer of Purchaser, certifying, on behalf of Purchaser and not in his or her individual capacity, as to the satisfaction by Purchaser of the conditions set forth in Section 7.03(a) and (b); (x) a certificate, dated the Closing Date, executed by the Secretary or an Assistant Secretary of Purchaser, certifying, on behalf of Purchaser and not in his or her individual capacity, as to (A) the certificate of incorporation and bylaws of Purchaser, (B) the Waiver duly executed resolutions adopted by Purchaser’s Board of Directors relating to the Buyer; Acquisition and (C) the Second A&R Partnership incumbency and signatures of the signatories to this Agreement duly and the other Transaction Documents to which Purchaser is a party; (xi) an executed by counterpart of the Buyer, Transition Services Agreement; and D(xii) executed counterparts of the Registration Rights Agreement duly executed by the BuyerDistribution Agreement.

Transactions to be Effected at the Closing. Simultaneously with (a) At the execution on delivery of this Agreement (the “Closing”): , Seller shall deliver or cause to be delivered to Purchaser (i) The Seller shall deliver duly executed bills of sale, assignments, lease assignments or subleases, as applicable, and other instruments of transfer relating to the Buyer: A) Transferred Assets (other than the Purchased Units; Btrademarks and copyrights included in the Transferred Intellectual Property), (ii) a Class A Unit Agreement, duly executed by the Seller; C) a waiver from the Aggregate Share Ownership Limit (as such term is defined in the Charter) pursuant to a Request for Waiver of Ownership Limit for the Company (the “Waiver”) trademark assignment substantially in the form of attached hereto as Exhibit B attached heretoA, (iii) a duly executed by copyright assignment substantially in the Sellerform attached as Exhibit B, including as an exhibit thereto the Company and the other parties thereto Copyright Schedule, (other than the Buyer); Div) a Second Amended and Restated Limited Partnership duly executed counterpart to the Transitional Services Agreement of the Company, substantially in the form attached hereto as Exhibit C (the “Second A&R Partnership Transitional Services Agreement”) and (v) such documents as Purchaser may reasonably request relating to the existence of Seller and the authority of Seller for this Agreement and any Ancillary Agreement to which it is a party (it being understood that the bills of sale, assignments, instruments of transfer and agreements referred to in clauses (i) through (iii) shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement), ; and E(b) an Amended At the Closing, Purchaser shall deliver to Seller (i) payment of the Cash Purchase Price, (ii) duly executed counterparts to the bills of sale, assignments and Restated Registration Rights other instruments of transfer referred to in Section 2.02(a), and duly executed assumption agreements and other instruments of assumption providing for the assumption of the Assumed Liabilities, (iii) a duly executed counterpart to the Transitional Services Agreement, in substantially and (iv) such documents as Seller may reasonably request relating to the form attached hereto as Exhibit D (the “Registration Rights Agreement” and together with this Agreement, the Class A Unit Agreement, the Waiver existence of Purchaser and the Second A&R Partnership Agreement, each, authority of Purchaser for this Agreement and any Ancillary Agreement to which it is a “Transaction Agreement” and collectively, the “Transaction Agreements”), duly executed by the Company and the other parties thereto (other than the Buyer)party. F(c) A certificateAt the Closing, Seller shall deliver to Purchaser a schedule showing Seller’s good faith estimate of (i) the Current Assets and Current Liabilities and (ii) the deferred subscription revenue, in the form acceptable to such Buyer, executed by the Secretary of the Company, dated each case as of the date hereof, as to (A) the resolutions Closing Date. Such schedule shall include line item details consistent with Sections 3(b) the Assets and (p) as adopted by the Company’s Board of Directors (the “Board of Directors”), in a form reasonably acceptable to the Buyer, and (B) the organizational documents of the Company and the Seller, each as in effect at the ClosingLiabilities Statement. (ii) The Buyer shall deliver or cause to be delivered: A) the Aggregate Purchase Price by wire transfer of immediately available funds to the bank account(s) heretofore designated in writing by the Seller; B) the Waiver duly executed by the Buyer; C) the Second A&R Partnership Agreement duly executed by the Buyer, and D) the Registration Rights Agreement duly executed by the Buyer.

Transactions to be Effected at the Closing. Simultaneously with the execution on delivery of this Agreement (the “Closing”): (ia) The Seller shall deliver to the Buyer: A) the Purchased Units; B) a Class A Unit Agreement, duly executed by the Seller; C) a waiver from the Aggregate Share Ownership Limit (as such term is defined in the Charter) pursuant to a Request for Waiver of Ownership Limit for the Company (the “Waiver”) substantially in the form of Exhibit B attached hereto, duly executed by the Seller, the Company and the other parties thereto (other than the Buyer); D) a Second Amended and Restated Limited Partnership Agreement of the Company, substantially in the form attached hereto as Exhibit C (the “Second A&R Partnership Agreement), and E) an Amended and Restated Registration Rights Agreement, in substantially the form attached hereto as Exhibit D (the “Registration Rights Agreement” and together with this Agreement, the Class A Unit Agreement, the Waiver and the Second A&R Partnership Agreement, each, a “Transaction Agreement” and collectively, the “Transaction Agreements”), duly executed by the Company and the other parties thereto (other than the Buyer). F) A certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company, dated as of the date hereof, as to (A) the resolutions consistent with Sections 3(b) and (p) as adopted by the Company’s Board of Directors (the “Board of Directors”), in a form reasonably acceptable to the Buyer, and (B) the organizational documents of the Company and the Seller, each as in effect at At the Closing. (ii) The Buyer , Seller shall deliver or cause to be delivereddelivered to Purchaser the following: (i) share certificates representing the Shares, or an indemnity (in the agreed form) for any lost share certificates representing the Shares, together with a stock transfer form in respect of the Shares, duly executed by the registered holder of the Shares in favor of Purchaser; (ii) the unsigned and invalid share certificate relating to the issued and allotted shares in the share capital of the Company Subsidiary; (iii) an irrevocable power of attorney (in the agreed form) executed by ▇▇▇▇▇▇ in respect of the Shares in favor of Purchaser to enable Purchaser (pending registration of the relevant transfer) to exercise all voting and other rights attaching to the Shares and to appoint proxies for this purpose; (iv) a copy of a duly executed letter of resignation, effective as of the Closing Date, of the auditors of the Company and the Company Subsidiary; (v) the register of directors and secretary, register of members and register of charges (duly written up to, but not including, Closing) and any common seals of the Company and Company Subsidiary, such delivery to be made by being placed at The Green House, ▇▇▇▇▇▇▇▇▇ Road, Ryde, Isle of Wight, United Kingdom PO33 1BD; (vi) a duly completed form MR04 relating to the charge created by the mortgage dated 22 June 2006 between the Company and Lloyds TSB Bank plc; (vii) copies of duly executed resignations (in the agreed form) from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Resigning Directors") resigning from their position as director of the Company or the Company Subsidiary effective as of the Closing Date (but not from employment); (viii) copies of any existing bank mandates in the name of the Company or the Company Subsidiary; (ix) a copy of a counterpart of a release, in the agreed form, duly executed by or on behalf of Seller, the Company, the Company Subsidiary and each other affiliate of Seller party thereto inter alia releasing (i) each of the Company and the Company Subsidiary (as applicable) from any liability whatsoever (whether actual or contingent) which may be owing to Seller or any such affiliates by the Company or the Company Subsidiary, and (ii) Seller and each of its affiliates from any liability whatsoever (whether actual or contingent) which may be owing to the Company or the Company Subsidiary by Seller or any of its affiliates, in each case other than in respect of any liability arising from or in connection with this Agreement or the Ancillary Agreements, or otherwise excluded under the terms of the release (the “Release Agreement”); (x) a copy of a duly executed trademark assignment agreement in the agreed form between Avon International Operations, Inc., Avon Products, Inc. and the Company ("Trademark Assignment Agreement"); (xi) a copy of a duly executed shared know-how agreement in the agreed form between Avon Products, Inc. and the Company ("Shared Know-how Agreement"); (xii) a copy of a duly executed transitional services agreement in the agreed form between Avon Cosmetics Limited and the Company (the “Transitional Services Agreement”); (xiii) a copy of a resolution of the board of directors of Seller (certified by a duly appointed officer as true and correct) authorizing the execution of and the performance by Seller of its obligations under this Agreement and each Ancillary Agreement to be executed by Seller; (xiv) certified copies of any powers of attorney under which this Agreement or any Ancillary Agreement is executed, or evidence reasonably satisfactory to Purchaser of the authority of any person signing on behalf of Seller; (xv) copies of a resolution (in the agreed form) of the board of directors of each of Company and Company Subsidiary (certified by a duly appointed officer as true and correct) to: (A) approve the Aggregate Purchase Price registration of Purchaser as shareholder of Company, subject only to the production of duly stamped and completed transfers in respect of the Shares; (B) appoint ▇▇▇▇▇▇ ▇▇▇▇▇ (the "New Director") as an additional director to the board of the Company and the Company Subsidiary; (C) appoint ▇▇▇▇▇ ▇▇▇▇▇▇ as new company secretary of the Company and the Company Subsidiary; (D) revoke all relevant authorities to the bankers of the Company and the Company Subsidiary in respect of the Resigning Directors relating to bank accounts and to give authority to the New Director to operate the same; and (E) approve and authorize the changing of the address of the registered office of the Company and the Subsidiary Company to The Green House ▇▇▇▇▇▇▇▇▇ Road, Ryde, Isle of Wight, United Kingdom PO33 1BD. (b) Simultaneously with the Closing, Purchaser: (A) shall deliver to Seller a copy of a counterpart of the Release Agreement duly executed by or on behalf of ▇▇▇▇▇▇▇▇▇; and (B) shall pay or cause to be paid to Seller, by wire transfer of immediately available funds to the a bank account(s) heretofore account designated in writing by Seller in immediately available funds in pounds sterling, the Seller; Bamount of £140,000,000, being an amount equal to (i) the Waiver duly executed by the Buyer; CPurchase Price minus (ii) the Second A&R Partnership Agreement duly executed by Estimated Purchase Price Adjustment minus (iii) any Indebtedness of the BuyerCompany and the Company Subsidiary other than outstanding Indebtedness that falls within the definition of Closing Working Capital, andthe "Closing Date Payment”. D(c) The "Estimated Purchase Price Adjustment" shall be £0, being a good faith estimate agreed between the Registration Rights Agreement duly executed by parties of any adjustment to the BuyerPurchase Price which would be required under Section 1.04.

Transactions to be Effected at the Closing. Simultaneously with At the execution on delivery of this Agreement (the “Closing”):: (i) The Seller shall deliver to the BuyerPurchaser: (A) The ▇▇▇▇ of Sale and General Assignment in the Purchased Unitsform of EXHIBIT 1.01(c) and such assignments and other instruments of transfer related to the Assets in form and substance reasonably satisfactory to Purchaser and its counsel; (B) a Class A Unit Agreement, duly executed by Non-Competition and Non- Solicitation Agreement in the Sellerform of EXHIBIT 1.05(c)(i)(B); (C) a waiver from The Assignment and Assumption Agreement in the Aggregate Share Ownership Limit form of EXHIBIT 1.04(b); (D) The certificate referenced in Section 6.01; (E) Release of liens for those security interests, easements or encumbrances listed on SCHEDULE 2.05(a); (F) Such other documents as such term is Purchaser or its counsel may reasonably request to effect the sale and transfer of good and valid title of the Assets to Purchaser free and clear of all encumbrances, except for Permitted Liens, as defined in Section 2.05, and to demonstrate satisfaction of the Charterconditions and compliance with the covenants set forth in this Agreement; (G) pursuant to a Request for Waiver A customary opinion of Ownership Limit for the Company (the “Waiver”) counsel substantially in the form of Exhibit B attached hereto, duly executed by the Seller, the Company and the other parties thereto (other than the Buyer1.04(c)(i)(G); D(H) a Second Amended and Restated Limited Partnership Agreement Executed counterparts of all consents listed in SCHEDULE 6.03; (I) A certificate dated as of the CompanyClosing Date and signed by the secretary of each of Seller and Parent, substantially in certifying the form attached hereto as Exhibit C (articles of incorporation, bylaws, board of directors and stockholders approvals and the “Second A&R Partnership Agreement), incumbency of the officers authorized to execute this Agreement and the documents contemplated herein; and E(J) an Amended and Restated Registration Rights Agreement, A transition services agreement in substantially the form attached hereto as Exhibit D (of EXHIBIT 1.05(c)(i)(J) covering the “Registration Rights Agreement” and together with this Agreement, the Class A Unit Agreement, the Waiver and the Second A&R Partnership Agreement, each, a “Transaction Agreement” and collectively, the “Transaction Agreements”), duly executed by the Company and the other parties thereto (other than the Buyer). F) A certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company, dated as of the date hereof, as to (A) the resolutions consistent with Sections 3(b) and (p) as adopted by the Company’s Board of Directors (the “Board of Directors”), in a form reasonably acceptable to the Buyer, and (B) the organizational documents of the Company and the Seller, each as in effect at the Closingservices outlined therein. (ii) The Buyer Purchaser shall deliver or cause to be deliveredSeller: (A) A Non-Competition and Non- Solicitation Agreement in the Aggregate Purchase Price by wire transfer form of immediately available funds EXHIBIT 1.05(c)(i)(B); (B) The Assignment and Assumption Agreement in the form of EXHIBIT 1.04(b); (C) The certificate referenced in Section 5.01; (D) Such other documents as Seller or its counsel may reasonably request to demonstrate satisfaction of the bank account(sconditions and compliance with the covenants set forth in this Agreement; (E) heretofore designated Executed counterparts of all consents listed in writing SCHEDULE 5.03; (F) A certificate dated as of the Closing Date and signed by the Seller; B) Purchaser's Secretary, certifying the Waiver duly executed by articles of incorporation, bylaws, board of directors approvals and the Buyer; C) incumbency of the Second A&R Partnership officers authorized to execute this Agreement duly executed by and the Buyer, documents contemplated herein; and D(G) A transition services agreement in substantially the Registration Rights Agreement duly executed by form of EXHIBIT 1.05(c)(i)(J) covering the Buyerservices outlined therein.

Transactions to be Effected at the Closing. Simultaneously with (a) At the execution on delivery of this Agreement (the “Closing”): (i) The Seller shall deliver to the Buyer: A) the Purchased Units; B) a Class A Unit Agreement, duly executed by the Seller; C) a waiver from the Aggregate Share Ownership Limit (as such term is defined in the Charter) pursuant to a Request for Waiver of Ownership Limit for the Company (the “Waiver”) substantially in the form of Exhibit B attached hereto, duly executed by the Seller, the Company and the other parties thereto (other than the Buyer); D) a Second Amended and Restated Limited Partnership Agreement of the Company, substantially in the form attached hereto as Exhibit C (the “Second A&R Partnership Agreement), and E) an Amended and Restated Registration Rights Agreement, in substantially the form attached hereto as Exhibit D (the “Registration Rights Agreement” and together with this Agreement, the Class A Unit Agreement, the Waiver and the Second A&R Partnership Agreement, each, a “Transaction Agreement” and collectively, the “Transaction Agreements”), duly executed by the Company and the other parties thereto (other than the Buyer). F) A certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company, dated as of the date hereof, as to (A) the resolutions consistent with Sections 3(b) and (p) as adopted by the Company’s Board of Directors (the “Board of Directors”), in a form reasonably acceptable to the Buyer, and (B) the organizational documents of the Company and the Seller, each as in effect at the Closing. (ii) The Buyer Seller shall deliver or cause to be delivereddelivered to the Purchaser the following: A(i) evidence reasonably satisfactory to the Purchaser that the Estimated Shortfall Amount, if any, in accordance with Section 2.03 has been contributed to the Company by the Seller or its applicable Affiliates (other than the Transferred Entities) as of Closing; (ii) with respect to the Transferred Interests that are certificated, stock certificates representing such Transferred Interests, duly endorsed (or accompanied by stock powers endorsed in blank); (iii) A duly executed counterpart of the Guaranty; (iv) a duly executed counterpart of the Transition Services Agreement; (v) a duly executed counterpart of the Remediation Management Agreement; (vi) a duly executed counterpart of the Ground Lease and Reciprocal Access Agreement; (vii) a duly executed counterpart of each Master RELA (if any); (viii) the Aggregate certificates contemplated in Section 8.02; (ix) a properly completed IRS Form W-9 for the Seller; and (x) properly completed Tax Election Forms as contemplated by Section 7.09(c). (b) At the Closing, the Purchaser shall deliver or cause to be delivered to the Seller or the relevant designees the following: (i) the Closing Purchase Price by wire transfer of immediately available funds to the bank account(s) heretofore designated in writing by the Selleraccordance with Section 2.03; B(ii) A duly executed counterpart of the Guaranty; (iii) a duly executed counterpart of the Transition Services Agreement; (iv) a duly executed counterpart of the Remediation Management Agreement; (v) a duly executed counterpart of the Ground Lease and Reciprocal Access Agreement; (vi) a duly executed counterpart of each Master RELA (if any); (vii) the Waiver duly executed by the Buyer; C) the Second A&R Partnership Agreement duly executed by the Buyer, certificates contemplated in Section 8.03; and D(viii) the Registration Rights Agreement duly executed properly completed Tax Election Forms as contemplated by the BuyerSection 7.09(c).

Transactions to be Effected at the Closing. Simultaneously with (a) Subject to the execution on delivery terms and conditions of this Agreement (Agreement, at the “Closing”):, Purchaser shall: (i) The Seller pay and deliver the Closing Payment to Sellers by means of a wire transfer of immediately available cash funds to an account as directed by ▇▇▇▇▇▇▇’ Representative in writing prior to the Closing (the “Sellers’ Account”); (ii) deliver subordinated promissory notes in the aggregate amount of $23,000,000 (the “Promissory Notes Amount”) in the form set forth on Exhibit D-1 hereto (each a “Subordinated Promissory Note” and, collectively, the “Subordinated Promissory Notes”) to Sellers in the amounts set forth on Exhibit D-2 set forth across from each Seller, in each case, duly executed by Purchaser; (iii) pay, or cause to be paid, the Escrow Amount to the Escrow Agent, to be held pursuant to and in accordance with the Escrow Agreement; (iv) on behalf of Company, cause the Estimated Closing Date Indebtedness to be repaid in full to the Person or Persons entitled thereto pursuant to the Pay-Off Letters; and (v) on behalf of Company, pay the Estimated Unpaid Company Transaction Expenses to the Person or Persons entitled thereto pursuant to the instructions delivered by Sellers’ Representative in writing at least three (3) Business Days prior to the Closing Date (which instructions shall include final invoices as contemplated by Section 2.5(a)(ii)), in each case, as further specified in Section 2.6. (vi) deliver to Sellers’ Representative, the Buyer: A) the Purchased Units; B) a Class A Unit Employment Agreement, duly executed by Company (as a subsidiary of Purchaser as of the SellerClosing); C(vii) a waiver from deliver to Sellers’ Representative, the Aggregate Share Ownership Limit (as such term is defined Retention Agreements, in the Charter) pursuant to a Request for Waiver of Ownership Limit for the Company (the “Waiver”) substantially in the form of Exhibit B attached heretoeach case, duly executed by Company (as a subsidiary of Purchaser as of the SellerClosing); and (viii) deliver to Sellers’ Representative a counterpart signature page to the Escrow Agreement, duly executed by ▇▇▇▇▇▇▇▇▇. (b) Subject to the Company terms and conditions of this Agreement, at the other parties thereto Closing, Sellers’ Representative shall deliver to Purchaser: (other than i) Subordinated Promissory Notes, duly executed by each of the Buyer)applicable Sellers; D(ii) a Second Amended and Restated Limited Partnership Agreement of the Companyemployment agreement, substantially in the form attached hereto as Exhibit C E (the “Second A&R Partnership Employment Agreement”), duly executed by ▇▇▇▇▇▇▇; and E(iii) an Amended and Restated Registration Rights Agreementthe retention agreements, substantially in substantially the form attached hereto as Exhibit D F (the each a “Registration Rights Retention Agreement” and together with this Agreementand, the Class A Unit Agreement, the Waiver and the Second A&R Partnership Agreement, each, a “Transaction Agreement” and collectively, the “Transaction Retention Agreements”), duly executed by the Company and the other parties thereto (other than the Buyer). F) A certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company, dated as of the date hereofeach of, as to (A) the resolutions consistent with Sections 3(b) and (p) as adopted by the Company’s Board of Directors (the “Board of Directors”)applicable, in a form reasonably acceptable to the Buyer▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇’▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, and (B) the organizational documents of the Company and the Seller, each as in effect at the Closing▇▇▇▇ ▇▇▇▇▇▇. (iv) a counterpart signature page to the Escrow Agreement, duly executed by Sellers’ Representative. (c) The payment by Purchaser of the cash portions of the Purchase Price to the Sellers’ Account for distribution to Sellers shall constitute payment by Purchaser to each Seller and satisfaction of Purchaser’s obligation to pay such amount hereunder, and Purchaser shall thereafter have no liability or responsibility to any Person with respect to: (i) the allocation, determination, distribution or delivery of such cash portion of the Purchase Price among Sellers, including as may be required under any agreement among Sellers or under any Organizational Document or securities of Company; and (ii) The Buyer any act or omission by Sellers’ Representative in the performance of its obligations under this Agreement. After such payment by Purchaser, Sellers’ Representative shall deliver or cause be solely responsible for allocating and distributing to be delivered: A) each Seller, such Seller’s respective share of cash portion of the Aggregate Purchase Price from the Sellers’ Account. The Closing Payment, including any adjustment thereto, also shall be allocated to Sellers in accordance with the Purchase Price Disbursement Schedule. The portion of the cash portion of the Purchase Price allocated to each Seller (net of obligations and any escrow for indemnification obligations established pursuant to this Agreement or by Sellers’ Representative in its sole discretion) shall be paid and distributed to such Seller by means of a wire transfer of immediately available funds to an account designated by such Seller to Sellers’ Representative prior to, on, or after the bank account(sClosing. Each Seller agrees that Sellers’ Representative may withhold from the proceeds otherwise distributable to each Seller hereunder, and pay, such Seller’s pro rata portion of any fees or expenses incurred, or estimated to be incurred, by or on behalf of Sellers in connection with the transactions contemplated hereby. Nothing in this Section 2.3(c) heretofore designated is intended or shall be construed to confer on any Seller, rights against Purchaser relating to the portion of the Purchase Price allocated to such Seller or the net proceeds received after delivery of same in writing by the Seller; B) the Waiver duly executed by the Buyer; C) the Second A&R Partnership Agreement duly executed by the Buyer, and D) the Registration Rights Agreement duly executed by the BuyerSellers’ Account.

Transactions to be Effected at the Closing. Simultaneously with (a) At the execution on delivery of this Agreement (Closing, the “Closing”):Seller shall deliver or cause to be delivered to Purchaser the following: (i) The Seller shall deliver to the Buyer: A) the Purchased Units; B) a Class A Unit Agreement, duly executed by the Seller; C) a waiver from the Aggregate Share Ownership Limit (as such term is defined in the Charter) pursuant to a Request for Waiver counterpart of Ownership Limit for the Company (the “Waiver”) an assignment and assumption and ▇▇▇▇ of sale substantially in the form of Exhibit B attached hereto, duly executed by (the Seller, the Company “Assignment and the other parties thereto (other than the BuyerAssumption”); D(ii) a Second Amended duly executed counterpart of an intellectual property assignment agreement substantially in the form of Exhibit C (the “IP Assignment”); (iii) a duly executed (and, to the extent required by Law, notarized) special warranty deed (or local equivalent) applicable to each Transferred Owned Real Property, in recordable form and Restated Limited Partnership Agreement otherwise substantially in the form of the CompanyExhibit D (each, a “Deed”), together with duly executed counterparts (if required by a grantor) of accompanying Tax Returns with respect to any Transfer Taxes to be filed as contemplated by Section 7.10(a); (iv) a duly executed counterpart of each lease assignment and assumption agreement applicable to each Transferred Leased Real Property, substantially in the form attached hereto as of Exhibit C E (the “Second A&R Partnership Agreement), and E) an Amended and Restated Registration Rights Agreement, in substantially the form attached hereto as Exhibit D (the “Registration Rights Agreement” and together with this Agreement, the Class A Unit Agreement, the Waiver and the Second A&R Partnership Agreement, each, a “Transaction Lease Assignment and Assumption Agreement” and collectively, the “Transaction Agreements”), ; (v) a duly executed counterpart of the Transition Services Agreement as contemplated by Section 7.15; (vi) a duly executed counterpart of the Seller Tolling Agreement as contemplated by Section 7.15; (vii) a duly executed counterpart of the Purchaser Tolling Agreement as contemplated by Section 7.15; (viii) a duly executed counterpart of each Local Transfer Agreement required by Section 2.05; (ix) the certificates contemplated in Section 8.02; (x) with respect to each foreign Selling Entity, a duly executed certificate that none of the Transferred Assets being sold by such foreign Selling Entity constitute a “United States real property interest” within the meaning of Section 897(c) and the Treasury Regulations thereunder, in form reasonably agreed upon by the Company and parties; and (xi) with respect to each non-foreign Selling Entity, a duly executed certificate of non-foreign status in accordance with Section 1.1445-2(b)(2) of the other parties thereto (other than the Buyer). F) A certificateU.S. Treasury Regulations, in the form acceptable to such Buyer, executed reasonably agreed upon by the Secretary of the Company, dated as of the date hereof, as to (A) the resolutions consistent with Sections 3(b) and (p) as adopted by the Company’s Board of Directors (the “Board of Directors”), in a form reasonably acceptable to the Buyer, and (B) the organizational documents of the Company and the Seller, each as in effect at the Closingparties. (ii) The Buyer shall deliver or cause to be delivered: A) the Aggregate Purchase Price by wire transfer of immediately available funds to the bank account(s) heretofore designated in writing by the Seller; B) the Waiver duly executed by the Buyer; C) the Second A&R Partnership Agreement duly executed by the Buyer, and D) the Registration Rights Agreement duly executed by the Buyer.

Transactions to be Effected at the Closing. Simultaneously with (a) At the execution on delivery of this Agreement (Closing, the “Closing”):Buyer will: (i) The pay to the Seller shall (by wire transfer of immediately available funds to the account designated by the Seller in the Estimated Closing Statement) an amount equal to the Closing Payment as set forth on the Estimated Closing Statement; (ii) pay an amount equal to the estimated Closing Indebtedness to the applicable payees, as set forth on the Estimated Closing Statement; (iii) subject to ‎Section 2.3(c), pay the estimated Closing Transaction Costs to the applicable payees, as set forth on the Estimated Closing Statement; (iv) deliver to the Seller true and correct copies of the R&W Policy; (v) deliver to the Seller a counterpart to the Transition Services Agreement, in substantially the form attached to this Agreement as Exhibit B as may be modified by Section 5.9(d) (the “Transition Services Agreement”), duly executed by the Buyer; and (vi) deliver to the Seller a certificate duly executed by an authorized officer of the Buyer, dated as of the Closing Date, stating that the conditions specified in ‎Section 6.2(a) and ‎Section 6.2(b) have been satisfied. (b) At the Closing, the Seller will deliver, or cause to be delivered, to the Buyer: A(i) certificates representing the Purchased UnitsInterests, each duly endorsed by the Seller or accompanied by separate stock powers attached thereto and signed in blank; B(ii) a Class A Unit properly prepared certificate of non-foreign status under Treas. Reg. § 1.1445-2(b)(2) and an IRS Form W-9, in each case, duly executed by the Seller; (iii) a certificate, duly executed by an authorized officer of the Seller, dated as of the Closing Date, stating that the conditions specified in ‎Section 6.1(a) and ‎Section 6.1(b) have been satisfied; (iv) resignations from office, to be effective as of the Closing, each in substantially the form attached to this Agreement as Exhibit C, of each of the directors, managers and officers or other representatives of each of the Company Entities designated by the Buyer in writing prior to the Closing; (v) a counterpart to the Transition Services Agreement, duly executed by the Seller; C(vi) a waiver from the Aggregate Share Ownership Limit (as such term is defined in the Charter) pursuant to a Request for Waiver of Ownership Limit for the Company (the “Waiver”) substantially in the form of Exhibit B attached hereto, duly executed by the Seller, the Company and the other parties thereto (other than the Buyer); D) a Second Amended and Restated Limited Partnership Agreement of the Company, substantially in the form attached hereto as Exhibit C (the “Second A&R Partnership Agreement), and E) an Amended and Restated Registration Rights Agreement, in substantially the form attached hereto as Exhibit D (the “Registration Rights Agreement” and together with this Agreement, the Class A Unit Agreement, the Waiver and the Second A&R Partnership Agreement, each, a “Transaction Agreement” and collectively, the “Transaction Agreements”), duly executed by the Company and the other parties thereto (other than the Buyer). F) A certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company, dated as of the date hereofClosing Date, signed by a duly authorized officer of the Seller, certifying to and attaching the resolutions of the board of directors of the Seller authorizing the execution and delivery of this Agreement and each Ancillary Agreement to which the Seller is a party and the consummation of the transactions contemplated hereby and thereby; (vii) a certificate of good standing with respect to each of the Company Entities that is not a foreign entity, issued by the Secretary of State of the State of formation or incorporation, as applicable, of each of the Company Entities, dated no earlier than 10 days prior to the Closing Date; (viii) properly completed and duly executed Section 336(e) Election statements with respect to the sale of Company Entities that are domestic corporations within the meaning of Sections 7701(a)(3) and (4) of the Code that comply with Treasury Regulation Sections 1.336-(h)(5)-(6) and are in form and substance reasonably satisfactory to the Buyer; (ix) customary payoff letters from the holders of the Indebtedness of the Company Entities set forth on ‎Section 2.3(b)(ix) of the Disclosure Schedule; which payoff letters will provide for (A) the resolutions consistent with Sections 3(b) and (p) as adopted by termination of any applicable Liens at the Company’s Board of Directors (the “Board of Directors”), in a form reasonably acceptable to the Buyer, Closing and (B) the organizational documents filing of customary Lien releases as soon as practicable following the Closing, in each case, subject to the receipt by the holders of such Indebtedness of the applicable payoff amounts; and (x) an unaudited, pre-tax balance sheet of the Company Entities, as of the end of the calendar quarter immediately preceding the Closing Date (provided that if the end of such calendar quarter ends within 45 days prior to the Closing, then such balance sheet shall be as of the end of the prior calendar quarter) and the Sellerrelated unaudited pre-tax statements of income, each pre-tax cash flows and pre-tax equity for the applicable year-to-date period (provided that if such calendar quarter ends within 45 days prior to the Closing, then such statements of income, cash flows and equity shall be as of the period ending on the last day of the prior calendar quarter) (the balance sheet and statements described in effect this Section 2.3(b)(x), the “Last Quarter Financials”). (c) To the extent that any component of a Closing Amount is identified on the Estimated Closing Statement as components to be paid to Employees through a Company Entity’s regular payroll (each, an “Employee Payment”), the Buyer shall pay those amounts to the applicable Company Entity at the Closing. (ii) The , and such Company Entity shall, and following the Closing the Buyer shall deliver cause the applicable Company Entity to, pay the Employee Payments to the applicable Employees on the Closing Date or, if the Closing Date is not a regular payroll date for the applicable Company Entity, not later than the applicable Company Entity’s next regular payroll date. Notwithstanding the foregoing, if any Employee Payment is not paid to the applicable Employee, whether due to the termination of the applicable Company Entity’s obligation to make such Employee Payment or for any other reason, the applicable Company Entity shall, and the Buyer shall cause the applicable Company Entity to, pay to be delivered: A) the Aggregate Purchase Price Seller (by wire transfer of immediately available funds to the bank account(s) heretofore designated in writing by the Seller; BSeller in the Estimated Closing Statement) such Employee Payment on the earlier of (i) the Waiver duly executed by Business Day following the Buyer; Cdate on which such Employee Payment was due to be made to the applicable Employee and (ii) the Second A&R Partnership Agreement duly executed by date on which the Buyer, and D) the Registration Rights Agreement duly executed by the Buyerapplicable Company Entity’s obligation to make such Employee Payment is terminated.

Transactions to be Effected at the Closing. Simultaneously with (a) At the execution on delivery Closing, the Sellers shall deliver to the Buyer or one or more of this Agreement (the “Closing”):its Designated Affiliates, as applicable: (i) The (x) a b▇▇▇ of sale, assignment and assumption agreement, intellectual property assignments (including a patent assignment and trademark assignment), and the other assignments, certificates and other appropriate documents of transfer, including assignments related to the Assigned Contracts, transferring the Purchased Assets to the Buyer (or one or more of its Designated Affiliates) and (y) a special warranty deed (or local equivalent) (each, a “Deed”) transferring fee simple title to each parcel of the Transferred Real Property to the Buyer (or one or more of its Designated Affiliates), in the forms attached hereto as Exhibit B (the “Assignment Documents”), in each case, duly executed and acknowledged by the Sellers and the other applicable members of the Seller shall deliver Group; (ii) a Restrictive Covenants Agreement, duly executed by each Person set forth on Section 9.07 of the Disclosure Schedules; (iii) the Escrow Agreement, duly executed by each Seller and the Escrow Agent; (iv) a certificate, duly executed by each Seller, of such Seller’s non-foreign status in a form and manner that complies with Section 1445 of the Code and the Treasury Regulations promulgated thereunder and a duly executed IRS Form W-9 claiming a complete exemption from backup withholding; (v) a certificate, duly executed by the Secretary or Assistant Secretary of each Seller, certifying (A) that each of the conditions set forth in Section 5.2(a), Section 5.2(b), Section 5.2(c) and Section 5.2(d) have been satisfied, (B) that attached thereto are true and complete copies of all resolutions adopted by the board of directors and shareholders of such Seller authorizing the execution, delivery and performance of this Agreement and any Transaction Documents to which such Seller is party and the consummation of the Transaction, (C) that all such resolutions are in full force and effect on the date hereof and are all the resolutions adopted in connection with the Transaction, and (D) the names and signatures of the officers of such Seller authorized to sign this Agreement, the Transaction Documents and all other documents to be delivered hereunder and thereunder; (vi) such other instruments of transfer, assumption, filings or documents (including, but not limited to, gap indemnities, owner’s affidavits and such other documents as may be necessary or appropriate for purposes of recordation of each Deed or as otherwise reasonably requested by the Title Company in order to consummate the transaction contemplated hereby and issue the Title Policies, as defined in Section 4.19 below), in form and substance reasonably satisfactory to the Sellers and the Buyer, as may be required to give effect to this Agreement and the Transaction Documents; (vii) a good standing certificate with respect to each Seller issued by the applicable Governmental Authority, dated within five days of the Closing; (viii) written evidence, in a form and substance reasonably satisfactory to the Buyer: , of (A) the release of all Liens other than Permitted Liens on any Purchased UnitsAssets, (B) payoff letters (“Payoff Letters”) from each lender of the Indebtedness, in form and substance reasonably satisfactory to the Buyer, evidencing the aggregate amount of such Indebtedness outstanding as of the Closing Date (including any interest accrued thereon and any penalties, breakage costs, fees and premiums associated with the repayment of such Indebtedness at the Closing) and an agreement that, if such aggregate amount so identified is paid to such lender on the Closing Date, such Indebtedness shall be repaid in full and that all Liens affecting any Purchased Asset will be released and (C) the termination of all Hedge Contracts and the release of all Liens existing pursuant thereto or in connection therewith; B(ix) releases, in form and substance reasonably satisfactory to the Buyer, from the individuals set forth on Section 1.7(a)(ix) of the Disclosure Schedules for all Liabilities resulting from, arising out of, in connection with, or otherwise with respect to the Retirement Benefit Agreements; (x) written evidence, in form and substance reasonably satisfactory to the Buyer, that ESI has included the Buyer as a named insured under all insurance policies that ESI maintains, or is required to maintain, pursuant to the Construction Contract; (xi) the Construction Contract Security Documents, duly executed by the Sellers and other parties thereto; (xii) a Class A Unit certificate, duly executed by an officer of C▇▇▇▇, certifying that C▇▇▇▇ has implemented cost saving measures that will reduce, on an aggregate basis over a period of twelve consecutive months from the date such cost saving measures are implemented, operating cost of the Business equal to no less than $756,000, which certificate shall identify, to the reasonable satisfaction of the Buyer, such cost savings measures; (xiii) if Final Completion has not occurred prior to the Closing, the Owner’s Representative Agreement, duly executed by the SellerSellers and by ESI; C(xiv) a waiver from the Aggregate Share Ownership Limit (as such term is defined in the Charter) pursuant to a Request for Waiver of Ownership Limit for the Company (the “Waiver”) substantially in the form of Exhibit B attached heretoC▇▇▇▇ Name Usage Agreement, duly executed by the Seller, the Company and the other parties thereto (other than the Buyer); D) a Second Amended and Restated Limited Partnership Agreement each Person set forth on Section 9.08 of the Company, substantially in the form attached hereto as Exhibit C (the “Second A&R Partnership Agreement), Disclosure Schedules; and E(xv) an Amended and Restated Registration Rights Employment Agreement, in substantially the form attached hereto as Exhibit D (the “Registration Rights Agreement” and together with this Agreement, the Class A Unit Agreement, the Waiver and the Second A&R Partnership Agreement, each, a “Transaction Agreement” and collectively, the “Transaction Agreements”), duly executed by the Company and the other parties thereto (other than the Buyereach Person set forth on Section 1.7(a)(xv). F) A certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company, dated as of the date hereof, as to (A) the resolutions consistent with Sections 3(b) and (p) as adopted by the Company’s Board of Directors (the “Board of Directors”), in a form reasonably acceptable to the Buyer, and (B) the organizational documents of the Company and the Seller, each as in effect at the Closing. (ii) The Buyer shall deliver or cause to be delivered: A) the Aggregate Purchase Price by wire transfer of immediately available funds to the bank account(s) heretofore designated in writing by the Seller; B) the Waiver duly executed by the Buyer; C) the Second A&R Partnership Agreement duly executed by the Buyer, and D) the Registration Rights Agreement duly executed by the Buyer.

Transactions to be Effected at the Closing. Simultaneously with (a) At the execution on delivery of this Agreement (the “Closing”):, Buyer or Parent shall deliver to Sellers: (i) The Seller the Cash Payment; (ii) the Net Equity Adjustment Amount, to be deposited into the Escrow established by the Escrow Agreement that is the form of Exhibit 2.03(a)(ii) hereto (and Buyer shall execute and deliver the Escrow Agreement); (iii) the Parent Stock, to be deposited within 5 Days of Closing into the Escrow established by the Escrow Agreement that is the form of Exhibit 2.03(a)(ii) hereto; and (iv) the other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer pursuant to this Agreement together with such other documents as Sellers may request. (b) At the Closing, Sellers shall deliver to the Buyer: A(i) the Purchased UnitsDecember 31 Estimated Balance Sheet; B(ii) a Class A Unit Agreementstock certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (iii) the Employment Letters inclusive of the exhibits thereto duly executed by Messrs. Bayer, Cannon, Hoino, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in the form of Exhibits 2.03(b)(iii)(A)-(F) hereto, respectively; (iv) the Non-Disclosure, Assignment of Intellectual Property, Non-Solicitation and Non-Compete Agreements duly executed by ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ in the form of Exhibits 2.03(b)(iv)(A)-(B) hereto, respectively; (v) the Lease, duly executed by the Seller; Ca duly authorized representative(s) a waiver from the Aggregate Share Ownership Limit (as such term is defined in the Charter) pursuant to a Request for Waiver of Ownership Limit for the Company (the “Waiver”) substantially in the form of Exhibit B attached 2.03(b)(v) hereto, duly ; (vi) releases executed by each Seller in favor of the SellerCompany in form of Exhibit 2.03(b)(vi) hereto; (vii) the Accounts Receivable Amount, to be deposited into the Escrow established by the Escrow Agreement that is the form of Exhibit 2.03(a)(ii) hereto (and Sellers’ Representative shall execute and deliver the Escrow Agreement); (viii) the termination of the License Agreement dated May 1, 2006 between the Company and the other parties thereto (other than the Buyer)Clean Teq Pty. Ltd. upon terms and conditions satisfactory to Buyer in its sole discretion; D(ix) a Second Amended the resignations of the directors and Restated Limited Partnership Agreement officers of the Company pursuant to Section 5.01 and evidence of the termination of any signature rights of any director, officer or Employee of the Company as to any bank account of the Company; (x) a good standing certificate for the Company from the secretary of state of the State of California and any other jurisdiction in which the Company is registered to do business, substantially in each date not earlier than ten (10) Days prior to the form attached hereto date of the Closing; (xi) the Transaction Documents and all other agreements, documents, instruments, or certificates required to be delivered by Sellers at or prior to the Closing pursuant to this Agreement and such other documents as Exhibit C Buyer may request; (the “Second A&R Partnership Agreement), and Exii) an Amended and Restated Registration Rights Agreement, in substantially the form attached hereto as Exhibit D (the “Registration Rights Agreement” and together with this Agreement, the Class A Unit Agreement, the Waiver and the Second A&R Partnership Agreement, each, a “Transaction Agreement” and collectively, the “Transaction Agreements”), duly executed by evidence satisfactory to Buyer that all loans between the Company and any Seller has been paid in full; and (xiii) all tangible and intangible assets of the other parties thereto (other than the Buyer). F) A certificate, Company that are in the form acceptable possession of Sellers or any their respective Affiliates, including without limitation vehicles, personal property, cell phones and cell phone numbers, lap tops and all data on lap tops relating to such Buyer, executed by the Secretary of the Company, dated as files, documents, papers, agreements, books of the date hereofaccount, as to (A) the resolutions consistent with Sections 3(b) and (p) as adopted by the Company’s Board of Directors (the “Board of Directors”)customer lists, in a form reasonably acceptable to the Buyeroriginal cost invoices, engineering drawings, permits, and (B) the organizational documents of the Company and the Sellerrecords, each as whether in effect at the Closingpaper or electronic format. (ii) The Buyer shall deliver or cause to be delivered: A) the Aggregate Purchase Price by wire transfer of immediately available funds to the bank account(s) heretofore designated in writing by the Seller; B) the Waiver duly executed by the Buyer; C) the Second A&R Partnership Agreement duly executed by the Buyer, and D) the Registration Rights Agreement duly executed by the Buyer.

Transactions to be Effected at the Closing. Simultaneously with (a) At the execution on delivery of this Agreement (Closing, the “Closing”):Seller shall deliver or cause to be delivered to Purchaser the following: (i) The Seller shall deliver to the Buyer: A) the Purchased Units; B) a Class A Unit Agreement, duly executed by the Seller; C) counterpart of a waiver from the Aggregate Share Ownership Limit (as such term is defined in the Charter) pursuant to a Request for Waiver bill of Ownership Limit for the Company (the “Waiver”) substantially sale, in the form of Exhibit B attached hereto, ; (ii) a duly executed by counterpart of an assignment and assumption agreement, in the Seller, form of Exhibit C attached hereto (the Company “Assignment and the other parties thereto (other than the BuyerAssumption Agreement”); D(iii) a Second Amended and Restated Limited Partnership Agreement duly executed counterpart of the Companya trademark assignment agreement, substantially in the form of Exhibit D attached hereto as Exhibit C (the “Second A&R Partnership Trademark Assignment Agreement”); (iv) a duly executed special warranty deed (or local equivalent) applicable to each Transferred Owned Real Property, and E) an Amended and Restated Registration Rights Agreementconveying to Purchaser fee simple title to such Transferred Owned Real Property, in substantially the form of Exhibit E attached hereto as Exhibit D (the “Registration Rights Agreement” and together with this Agreement, the Class A Unit Agreement, the Waiver and the Second A&R Partnership Agreement, each, a “Transaction Agreement” and collectively, the “Transaction AgreementsDeed”), ; (v) a duly executed by counterpart of a lease assignment and assumption agreement applicable to the Company and the other parties thereto (other than the Buyer). F) A certificateTransferred Leased Real Property, in the form acceptable to such Buyer, executed by the Secretary of the Company, dated as of the date hereof, as to (A) the resolutions consistent with Sections 3(b) and (p) as adopted by the Company’s Board of Directors Exhibit F attached hereto (the “Board of DirectorsLease Assignment and Assumption Agreement”); (vi) a duly executed counterpart of the Master Supply Agreement between Seller and Purchaser, in the form of Exhibit G attached hereto (the “Supply Agreement”); (vii) a form reasonably acceptable duly executed counterpart of a patent and know-how assignment and grant back license agreement between Seller and Purchaser with respect to the BuyerTransferred Patents and Transferred Know-How, in the form of Exhibit H attached hereto (the “Patent and Know-How Agreement”); (Bviii) a duly executed counterpart to the Transition Services Agreement; (ix) the organizational documents of the Company and the Seller, each as certificate contemplated in effect at the Closing.Section 8.02(c); (iix) The Buyer shall deliver or cause to be delivered: A) the Aggregate Purchase Price by wire transfer of immediately available funds to the bank account(s) heretofore designated in writing by the Seller; B) the Waiver a properly completed and duly executed by the BuyerIRS Form W-9; C) the Second A&R Partnership Agreement duly executed by the Buyer, and D) the Registration Rights Agreement duly executed by the Buyer.

Transactions to be Effected at the Closing. Simultaneously with (a) At the execution on delivery of this Agreement (the “Closing”):, Buyer shall deliver to Seller: (i) The Seller shall deliver $30,937,500 of the Closing Payment, less an amount equal to Seller’s share of the Shared Costs (to the Buyer: Aextent such Shared Costs are paid by Buyer on Seller’s behalf at or before Closing) and any other applicable amounts payable by, or charged to, Seller at Closing and less the Purchased Units; B) a Class A Unit Agreement, duly executed amount by which the Seller; C) a waiver from the Aggregate Share Ownership Limit (as such term is defined in the Charter) pursuant to a Request for Waiver actual amount of Ownership Limit for the Company (the “Waiver”) substantially in the form of Exhibit B attached hereto, duly executed by the Seller, the Company and the other parties thereto (other than the Buyer); D) a Second Amended and Restated Limited Partnership Agreement of the Company, substantially in the form attached hereto as Exhibit C (the “Second A&R Partnership Agreement), and E) an Amended and Restated Registration Rights Agreement, in substantially the form attached hereto as Exhibit D (the “Registration Rights Agreement” and together with this Agreement, the Class A Unit Agreement, the Waiver and the Second A&R Partnership Agreement, each, a “Transaction Agreement” and collectively, the “Transaction Agreements”), duly executed by the Company and the other parties thereto (other than the Buyer). F) A certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company, dated PRE’s Cash as of the date hereofEffective Time is less than the Target Cash Amount, as to (A) the resolutions consistent with Sections 3(b) and (p) as adopted by the Company’s Board of Directors (the “Board of Directors”), in a form reasonably acceptable to the Buyer, and (B) the organizational documents of the Company and the Seller, each as in effect at the Closing. (ii) The Buyer shall deliver or cause to be delivered: A) the Aggregate Purchase Price by wire transfer of immediately available funds to the a bank account(s) heretofore account of Seller designated in writing by Seller to Buyer no later than two (2) Business Days prior to the SellerClosing Date; B(ii) the Waiver Note in the principal amount of the balance of the Closing Payment, the Credit Agreement, the Security Agreement and the Mortgage, each duly executed by the BuyerPRE; (iii) the Pledge Agreement, duly executed by PRE Holdings and PRE; (iv) the LOC Indemnity Agreement, duly executed by Buyer and PRE; and (v) all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 6.3. (b) At the Closing, Seller shall deliver to Buyer: (i) an assignment instrument in form and substance reasonably acceptable to Buyer for the sale, assignment and transfer of the LRE Membership Interest to Buyer (the “Membership Interest Assignment”); (ii) the Credit Agreement, the Security Agreement, the Pledge Agreement and the LOC Indemnity Agreement, each duly executed by Parent; (iii) a certificate pursuant to Section 1445(b)(2) of the Code, providing that Seller is classified for U.S. federal income Tax purposes as a disregarded entity, and that the sole owner of Seller is not a foreign person, substantially in the form provided in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B) (the “FIRPTA Certificate”); provided that in the event that Seller fails to cause such FIRPTA Certificate to be delivered pursuant to this clause (iii) Buyer may make an appropriate withholding to the extent required by Section 1445 of the Code; (iv) a certificate, in form and substance reasonably satisfactory to Buyer, executed by an authorized officer or manager of Seller certifying as of the Closing Date (A) a true and correct copy of the certificate of formation of Seller, as amended; (B) a true and correct copy of the limited liability company action of Seller and each Acquired Company authorizing the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby; (C) the Second A&R Partnership Agreement authority and incumbency of the Representatives of Seller executing this Agreement; (D) true and correct copies of Seller’s and each Acquired Company’s Organizational Documents and (E) a good standing certificate for Seller and each Acquired Company issued by the jurisdiction of its formation, respectively, in each case dated no earlier than ten (10) Business Days prior to the Closing Date; (v) appropriate termination statements under the Uniform Commercial Code, and such other documents and instruments (including consents and waivers) as may be reasonably requested by Buyer, evidencing the repayment and otherwise complete satisfaction of all Indebtedness; (vi) Books and Records (at Closing or as soon as reasonably practical thereafter) regardless of whether held at the Facilities or held by Seller or an Affiliate of the Acquired Companies; (vii) An original of a general release from Seller and Parent, in the form attached hereto as Exhibit J, duly executed by the Buyer, Seller and Parent; and D(viii) all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Registration Rights Agreement duly executed by the BuyerClosing pursuant to Section 6.2.

Transactions to be Effected at the Closing. Simultaneously with At the execution Closing: (a) Purchaser shall deliver to Seller, and Seller shall accept (on delivery behalf of this Agreement itself or the applicable Selling Entity), payment by wire transfer of immediately available funds to a U.S. bank account designated in writing by Seller at least two Business Days prior to the Closing Date, in an amount equal to the Initial Closing Date Amount. (b) Seller or the “Closing”):Selling Entities, as applicable, shall deliver to Purchaser: (i) The Seller shall deliver any certificates representing any certificated Transferred Equity Interests and customary instruments of transfer and assignment of the Transferred Equity Interests, in form and substance reasonably satisfactory to the Buyer: A) the Purchased Units; B) a Class A Unit AgreementPurchaser, duly executed by the Seller; C(ii) a waiver from the Aggregate Share Ownership Limit (as such term is defined in the Charter) certificate required to be delivered pursuant to a Request for Waiver of Ownership Limit for Section 6.02(c); (iii) the Company (the “Waiver”) Transition Services Agreement, substantially in the form of attached hereto as Exhibit B attached heretoA (the “Transition Services Agreement”), duly executed by the Seller, the Company and the other parties thereto (other than the Buyer); D(iv) a Second Amended and Restated Limited Partnership Agreement of the CompanyReady-Mix Plant Supply Agreement, substantially in the form attached hereto as Exhibit B (the “Ready-Mix Plant Supply Agreement”), duly executed by Seller; (v) the Odessa Distributor Agreement, substantially in the form attached hereto as Exhibit C (the “Second A&R Partnership Odessa Distributor Agreement”), andduly executed by Seller; E(vi) an Amended and Restated Registration Rights Agreementa lease agreement for each Colocated Plant, substantially in substantially the form attached hereto as Exhibit D (the “Registration Rights Agreement” and together with this Agreement, the Class A Unit Agreement, the Waiver and the Second A&R Partnership Agreement, each, a “Transaction Agreement” and collectivelyRMC Lease”), together with a memorandum of lease in recordable form, duly executed by Seller or its applicable Affiliate; (vii) a notarized special warranty deed, in recordable form, for each Transferred Owned Real Property, substantially in the form of Exhibit E (each, a “Transaction AgreementsDeed”), duly executed by the Company applicable Selling Entities; (viii) a lease assignment and assumption agreement for each Transferred Leased Real Property, substantially in the other parties thereto form of Exhibit F (other than each, a “Lease Assignment and Assumption Agreement”), duly executed by the Buyerapplicable Selling Entities; (ix) a bill of sale, substantially in the form attached hereto as Exhibit G (the “Bill of Sale”), duly executed by each applicable Selling Entity; (x) an assignment and assumption agreement, substantially in the form attached hereto as Exhibit H (the “Assignment and Assumption Agreement”), duly executed by the applicable Selling Entities; and (xi) the Mining, Supply and License Agreement, substantially in the form attached hereto as Exhibit J (the “Mining, Supply and License Agreement”), duly executed by Seller; (xii) the Beaumont Supply Agreement, substantially in the form attached hereto as Exhibit K (the “Beaumont Supply Agreement”), duly executed by Seller; and (xiii) the forms required to be delivered pursuant to Sections 5.07(e) and (f). F(c) A certificate, in the form acceptable Purchaser shall deliver to such Buyer, executed by the Secretary of the Company, dated as of the date hereof, as to Seller: (Ai) the resolutions consistent with Sections 3(b) and (p) as adopted by the Company’s Board of Directors (the “Board of Directors”certificate required to be delivered pursuant to Section 6.03(c), in a form reasonably acceptable to the Buyer, and (B) the organizational documents of the Company and the Seller, each as in effect at the Closing.; (ii) The Buyer shall deliver or cause to be delivered: A) the Aggregate Purchase Price by wire transfer of immediately available funds to the bank account(s) heretofore designated in writing by the Seller; B) the Waiver Transition Services Agreement, duly executed by the Buyer▇▇▇▇▇▇▇▇▇; C(iii) the Second A&R Partnership Agreement Ready-Mix Plant Supply Agreement, duly executed by the Buyer, and▇▇▇▇▇▇▇▇▇; D(iv) the Registration Rights Agreement Odessa Distributor Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (v) a counterpart of a RMC Lease for each Colocated Plant, duly executed by ▇▇▇▇▇▇▇▇▇; (vi) a counterpart of a Lease Assignment and Assumption Agreement for each Transferred Leased Real Property, duly executed by Purchaser; (vii) the BuyerBill of Sale, duly executed by ▇▇▇▇▇▇▇▇▇; (viii) the Assignment and Assumption Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (ix) the Mining, Supply and License Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (x) the Beaumont Supply Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; and (xi) the forms required to be delivered pursuant to Section 5.07(e).

Transactions to be Effected at the Closing. Simultaneously with (a) At the execution on delivery of this Agreement (Closing, Buyer shall deliver to the “Closing”):Pecos Entities and/or the Sellers, as appropriate: (i) The Seller shall deliver the portion of the Closing Payment to be paid to the Buyer: A) Sellers under the Purchased Units; B) a Class A Unit Agreement, duly executed by the Seller; C) a waiver from the Aggregate Share Ownership Limit (as such term is defined in the Charter) pursuant to a Request for Waiver of Ownership Limit for the Company (the “Waiver”) substantially in the form of Exhibit B attached hereto, duly executed by the Seller, the Company and the other parties thereto (other than the Buyer); D) a Second Amended and Restated Limited Partnership Agreement of the Company, substantially in the form attached hereto as Exhibit C (the “Second A&R Partnership Agreement), and E) an Amended and Restated Registration Rights Agreement, in substantially the form attached hereto as Exhibit D (the “Registration Rights Agreement” and together with this Agreement, the Class A Unit Agreement, the Waiver and the Second A&R Partnership Agreement, each, a “Transaction Agreement” and collectively, the “Transaction Agreements”), duly executed by the Company and the other parties thereto (other than the Buyer). F) A certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company, dated as of the date hereof, as to (A) the resolutions consistent with Sections 3(b) and (p) as adopted by the Company’s Board of Directors (the “Board of Directors”), in a form reasonably acceptable to the Buyer, and (B) the organizational documents of the Company and the Seller, each as in effect at the Closing. (ii) The Buyer shall deliver or cause to be delivered: A) the Aggregate Purchase Price terms hereof by wire transfer of immediately available funds to the bank account(s) heretofore an account or accounts designated in writing by the SellerPecos Entities or the Sellers Representative to Buyer no later than one (1) Business Day prior to the Closing Date; B(ii) non-competition, non-solicitation and confidentiality agreements with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ (the “Restricted Parties”) in the form of Exhibit B (the “Non-Competition Agreements”), duly executed by Buyer; (iii) the Waiver Restricted Unit Grant Agreement to ▇▇▇▇▇▇▇, duly executed by Buyer; (iv) the NGL Restricted Units issued to ▇▇▇▇▇▇▇; (v) the Stay Bonus Amount to be paid to Pecos on behalf of ▇▇▇▇▇▇▇ to an account or accounts designated in writing by the Pecos Entities or the Sellers Representative to Buyer no later than one (1) Business Day prior to the Closing Date; (vi) an acknowledgement of releases of each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, in the form of Exhibit C (the “Releases”), duly executed by Buyer; (vii) a counterpart to the Escrow Agreement, duly executed by Buyer; (viii) the Call Agreement, duly executed by Buyer; (ix) the Crude Petroleum Services Agreement, duly executed by Black Hawk (but, following Closing, controlled by Buyer) (x) the Cost Over-Run Protection Agreement and Right of First Refusal, duly executed by Buyer; (xi) the Alon Credit Enhancement Facility, duly executed by Buyer; (xii) a certificate, dated as of the Closing Date, duly executed by Buyer, to the effect that each of the conditions set forth in Section 6.3 have been satisfied; (xiii) a certificate, dated as of the Closing Date and executed by the Secretary of Buyer, certifying as to the organizational documents of Buyer, in reasonably customary form and substance; and (xiv) evidence, in form and substance satisfactory to the Pecos Entities and the Sellers Representative (including, for this purpose, an executed receipt therefor), that Buyer has fully funded, contingent upon the Closing, the Escrow Amount and the Expense Reserve Amount. (b) At the Closing, Sellers and/or the Pecos Entities, as appropriate, shall deliver to Buyer: (i) [Intentionally Left Blank] (ii) instruments of transfer duly executed in blank, relating to all of the Equity, in reasonably customary form and substance; (iii) a counterpart to the Escrow Agreement, duly executed by the BuyerSellers Representative; C(iv) a counterpart to each of the Second A&R Partnership Agreement Non-Competition Agreements, duly executed by the BuyerRestricted Parties; (v) a counterpart to the Call Agreement, and D) the Registration Rights Agreement duly executed by the Sellers (or a subset thereof) or the Seller Designee(s), as appropriate; (vi) a counterpart to the Restricted Unit Grant Agreement, duly executed by ▇▇▇▇▇▇▇; (vii) the Crude Petroleum Services Agreement, duly executed by Toro; (viii) a counterpart to the Cost Over-Run Protection Agreement and Right of First Refusal, duly executed by Toro; (ix) a counterpart to the Alon Credit Enhancement Facility, duly executed by the credit enhancers referenced therein; (x) payoff letters with respect to all Indebtedness and termination statements, releases and other appropriate evidence (to the effect that no Liens exist against any of the Pecos Entities’ assets other than Permitted Encumbrances) in each case, to the extent requested by Buyer at least five (5) Business Days prior to Closing; (xi) the Releases, executed by the appropriate individual and the Pecos Entities; (xii) the Pecos Entities shall have delivered to Buyer, with respect to any Seller that is married as of the date hereof, or will be married (or remarried) between the date hereof and the Closing Date, an executed Spousal Consent; provided, however, no Spousal Consent shall be required hereunder if not required by Applicable Law to transfer all right, title and interest to the applicable Seller’s Equity, in each case free and clear of any and all Liens other than restrictions on transfer arising under state and federal securities laws; (xiii) with respect to each Seller, a certificate conforming to the requirements of Treasury Regulation Section 1.1445-2(b)(2); (xiv) the resignations of each of the officers, managers, and controlpersons of the Pecos Entities, as directed by Buyer at least one (1) Business Day prior to the Closing Date; (xv) waivers, in reasonably customary form, by the Sellers and each of the Pecos Entities of all rights of first refusal and purchase options and consents to the transfer of the Equity to be transferred under this Agreement; (xvi) a certificate, dated as of the Closing Date, duly executed by the Sellers Representative, on behalf of each Seller, and each of the Pecos Entities, to the effect that each of the conditions set forth in Section 6.2 have been satisfied; (xvii) a certificate, dated as of the Closing Date and executed by the Secretary of each of the Pecos Entities, certifying as to the organizational documents of each of the Pecos Entities, in reasonably customary form and substance; and (xviii) certificates of existence and good standing of each of the Pecos Entities from the state of organization of each of the Pecos Entities, each dated within five (5) days of the Closing Date.

Transactions to be Effected at the Closing. Simultaneously with At the execution on delivery of this Agreement (the “Closing”):: (ia) The Seller shall deliver to the Buyer: A) the Purchased Units; B) a Class A Unit Agreement, duly executed by the Seller; C) a waiver from the Aggregate Share Ownership Limit (as such term is defined in the Charter) pursuant to a Request for Waiver of Ownership Limit for the Company (the “Waiver”) substantially in the form of Exhibit B attached hereto, duly executed by the Seller, the Company and the other parties thereto (other than the Buyer); D) a Second Amended and Restated Limited Partnership Agreement of the Company, substantially in the form attached hereto as Exhibit C (the “Second A&R Partnership Agreement), and E) an Amended and Restated Registration Rights Agreement, in substantially the form attached hereto as Exhibit D (the “Registration Rights Agreement” and together with this Agreement, the Class A Unit Agreement, the Waiver and the Second A&R Partnership Agreement, each, a “Transaction Agreement” and collectively, the “Transaction Agreements”), duly executed by the Company and the other parties thereto (other than the Buyer). F) A certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company, dated as of the date hereof, as to (A) the resolutions consistent with Sections 3(b) and (p) as adopted by the Company’s Board of Directors (the “Board of Directors”), in a form reasonably acceptable to the Buyer, and (B) the organizational documents of the Company and the Seller, each as in effect at the Closing. (ii) The Buyer shall deliver or cause to be delivered:delivered to Purchaser (i) such appropriately executed bills of sale, assignments and other instruments of transfer relating to the Transferred Assets (other than the Transferred Intellectual Property), (ii) duly executed assignments of the U.S. and Canadian Transferred Trademarks, in a form suitable for recording in the U.S. and Canadian Trademark Offices, and a form of general assignment for all other Transferred Trademarks mutually agreed upon by Seller and Purchaser, (iii) a duly executed general assignment of the Transferred Patents, (iv) duly executed general assignments of all Other Transferred Intellectual Property, (v) an appropriately executed counterpart of the Transitional Services Agreement, (vi) an appropriately executed counterpart of the Transferred Technology License, (vii) an appropriately executed counterpart of the Excluded Patents and Technology License, (viii) an appropriately executed counterpart of the Excluded Close-Up Trademarks and Technology License, (ix) an appropriately executed counterpart of the Manufacturing Agreement and (x) an appropriately executed counterpart of the Lemelson Sublicense (it being understood that such bills of sale, assignments and other instruments of transfer shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement); and A(b) Purchaser shall deliver to Seller and the Aggregate Purchase Price Seller Affiliates (i) payment, by wire transfer of immediately available funds to the bank account(s) heretofore one or more accounts designated in writing by Seller (such designation to be made at least one business day prior to the Seller; Closing Date), in an amount equal to (A) the Purchase Price plus or minus (B) an estimate, prepared by Seller in good faith and delivered to Purchaser at least one business day prior to the Waiver duly Closing Date, of any adjustment, not to exceed $2,000,000 (it being understood that this shall not constitute a limit on the Final Purchase Price), to the Purchase Price under Section 2.03 (the Purchase Price plus or minus such estimate of any adjustment under Section 2.03 being hereinafter called the "Closing Date Payment"), (ii) appropriately executed by counterparts to such bills of sale, assignments and other instruments of transfer, and appropriately executed assumption agreements and other instruments of assumption providing for the Buyer; Cassumption of the Assumed Liabilities, (iii) an appropriately executed counterpart of the Second A&R Partnership Transitional Services Agreement, (iv) an appropriately executed counterpart of the Transferred Technology License, (v) an appropriately executed counterpart of the Excluded Patents and Technology License, (vi) an appropriately executed counterpart of the Excluded Close-Up Trademarks and Technology License, (vii) an appropriately executed counterpart of the Manufacturing Agreement duly and (viii) an appropriately executed by counterpart of the Buyer, and D) the Registration Rights Agreement duly executed by the BuyerLemelson Sublicense.

Transactions to be Effected at the Closing. Simultaneously with At or prior to the execution on delivery of this Agreement (Closing, the “Closing”):following transactions shall be effected by the parties: (ia) The Seller shall deliver or cause to be delivered at or prior to the BuyerClosing to the Purchaser or such other Persons as set forth below: A(i) the Purchased UnitsClosing Statement (including a list of all Fixed Assets by Transferred Location), which statement shall be prepared in good faith by the Seller and delivered to the Purchaser at least three (3) Business Days prior to the Closing; B(ii) a Class A Unit Agreement, duly executed by Transition Services Agreement related to the Seller; C) a waiver from the Aggregate Share Ownership Limit (as such term is defined in the Charter) pursuant to a Request for Waiver of Ownership Limit for the Company (the “Waiver”) substantially in the form of Exhibit B attached heretoTransferred Locations, duly executed by the Seller, in substantially the Company and form attached hereto as Exhibit B (the other parties thereto (other than the Buyer“Transition Services Agreement”); D(iii) a Second Amended ▇▇▇▇ of Sale and Restated Limited Partnership Assignment and Assumption Agreement of related to the CompanyPurchased Assets, duly executed by the Seller, in substantially in the form attached hereto as Exhibit C (the “Second A&R Partnership Agreement▇▇▇▇ of Sale”); (iv) with respect to each Transferred Location, and E) an Amended and Restated Registration Rights Agreementa Sublease duly executed by the Seller, in substantially the form attached hereto as Exhibit D (the “Registration Rights Agreement” and together with this Agreement, the Class A Unit Agreement, the Waiver and the Second A&R Partnership Agreement, each, each a “Transaction Agreement” and collectively, the “Transaction AgreementsSublease”), duly executed by provided that the Company and Sublease for each Transferred Location shall provide for the other parties thereto Minimum Rent as set forth on Exhibit A.3; (other than the Buyer). Fv) A certificate, in the form acceptable to such Buyer, a certificate executed by the Secretary of the Company, dated Seller as of the date hereof, as to Closing Date (A) the resolutions consistent with Sections 3(b) and (p) as adopted attaching a certificate issued by the Company’s Board Secretary of Directors State of the State of Delaware, certifying that the Seller has legal existence and is in good standing in the State of Delaware as of a date that is no earlier than ten (the “Board of Directors”), in a form reasonably acceptable 10) Business Days prior to the Buyer, Closing Date; and (B) confirming the organizational documents satisfaction of the Company conditions specified in Section ‎6.1(a) and Section ‎6.1(b); (vi) the Books and Records; (vii) a certificate, in form and substance satisfactory to the Purchaser, as to the non-foreign status of the Seller pursuant to Section 1.1445-2(b)(2) of the United States Treasury Regulations, duly executed by the Seller; and (viii) all other documents, each as instruments or writings required to be delivered to the Purchaser at or prior to the Closing pursuant to this Agreement, provided that, in effect at the Closingno event shall this section apply to or be deemed to require any landlord or lessor estoppel certificate. (iib) The Buyer Purchaser shall deliver or cause to be delivereddelivered at the Closing to the Seller or such other Person as set forth below: A(i) the Aggregate Purchase Price by wire transfer of immediately available funds to the bank account(s) heretofore account designated in writing by the Seller; B(ii) the Waiver Transition Services Agreement related to the Transferred Locations, duly executed by the BuyerPurchaser; C(iii) the Second A&R Partnership Agreement ▇▇▇▇ of Sale related to the Transferred Locations, duly executed by the BuyerPurchaser; (iv) with respect to each Transferred Location, and D) the Registration Rights Agreement a Sublease duly executed by the BuyerPurchaser; (v) a certificate executed by the Secretary of the Purchaser as of the Closing Date (A) certifying as to true and complete copies of the resolutions adopted by the board of directors of the Purchaser authorizing the execution, delivery and performance of this Agreement; (B) attaching a certificate issued by the Secretary of State of the State of Utah, certifying that the Purchaser has legal existence and is in good standing in such state as of a date that is no earlier than ten (10) Business Days prior to the Closing Date; and (C) confirming the satisfaction of the conditions specified in Section ‎6.2(a) and Section ‎6.2(b); (vi) the Guaranty of Sublease Agreement for each Transferred Location, duly executed by Sportsman’s Warehouse Holdings, Inc., a Delaware corporation, in the form attached to each Sublease as Exhibit B; and (vii) all other documents, instruments or writings required to be delivered to the Seller at or prior to the Closing pursuant to this Agreement, and such other certificates of authority and documents as the Seller may reasonably request.