PURCHASE AGREEMENT BY AND AMONG KARL J. BREYER, MARSHALL E. EISENBERG AND THOMAS J. PRITZKER NOT INDIVIDUALLY, BUT SOLELY AS TRUSTEES, GP INVESTOR, L.L.C., REYNOLDS AMERICAN INC. AND PINCH ACQUISITION CORPORATION DATED AS OF April 24, 2006Purchase Agreement • April 25th, 2006 • Reynolds American Inc • Cigarettes • Delaware
THIS PURCHASE AGREEMENT, dated as of April 24, 2006, is made by and among (i) Karl J. Breyer, Marshall E. Eisenberg and Thomas J. Pritzker, not individually, but solely as co-trustees (the “Trust Sellers”) of those certain separate and distinct trusts listed on Schedule 1 (the “Trusts”), (ii) GP Investor, L.L.C., a Delaware limited liability company (the “LLC Seller” and, together with the Trust Sellers, “Sellers”), (iii) solely for the purposes of Sections 7.1, 7.2, and 7.9, Reynolds American Inc., a North Carolina corporation (“Parent”), and (iv) Pinch Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (the “Purchaser”). Parent and the Purchaser, on the one hand, and Sellers collectively (together with Remainco (as defined below) from and after the Closing, where the context would so require), on the other hand, are each referred to herein as a “Party” and collectively as the “Parties.” Certain capitalized terms used herein are defined in Article I
