UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~October 117, 2014 (~~August~~October 7, 2014)

COMPASS DIVERSIFIED HOLDINGS

(Exact name of registrant as specified in its charter)



Delaware	001-34927	57-6218917
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

COMPASS GROUP DIVERSIFIED

HOLDINGS LLC

(Exact name of registrant as specified in its charter)



Delaware	001-34926	20-3812051
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Sixty One Wilton Road

Second Floor

Westport, CT 06880

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (203) 221-1703

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

On October 7, 2014 and effective as of September 30, 2014, Compass Group Diversified Holdings LLC (the “Company”), and Compass Group Management LLC (the “Manager”), amended (the “Amendment”) the Amended and Restated Management Services Agreement dated as of December 20, 2011, as amended on July 1, 2013 and December 15, 2009 and originally effective as of May 16, 2006 (the “Management Services Agreement”) to provide for certain modifications related to Fox Factory Holding Corp. no longer being a consolidated subsidiary. Pursuant to the Amendment, the method of determining the adjusted net assets in the Management Services Agreement in respect of any subsidiary business that completes an initial public offering (each an “IPO Subsidiary”) for all fiscal quarters including and subsequent to the closing date of the initial public offering during which the applicable IPO Subsidiary is not consolidated for financial accounting purposes with the Company in accordance with GAAP (an “Unconsolidated IPO Company”), was modified such that the calculation of adjusted net assets will (i) exclude the carrying value of the Unconsolidated IPO Company included in the calculation of adjusted net assets and (ii) include the lesser of (A) with respect to the applicable Unconsolidated IPO Company, an amount equal to the sum of (1) the total assets, plus (2) the absolute amount of accumulated amortization of intangibles minus (3) total liabilities (excluding the effect of any outstanding third party indebtedness of such entity) as of the fiscal quarter ended immediately prior to the applicable IPO Subsidiary becoming an Unconsolidated IPO Company, and (B) an amount based upon the average closing share price of the applicable Unconsolidated IPO Company common stock (or other publicly listed equity, as applicable) for the 15 trading days preceding such calculation date multiplied by the average number of shares (or other equity, as applicable) of the applicable Unconsolidated IPO Subsidiary held by the Company during the fiscal quarter ended on such calculation date.

The foregoing description of the Amendment is not meant to be exhaustive and is qualified in its entirety by the document itself, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Section 8 Other Events

Item 8.01 Other Events

Compass Group Diversified Holdings LLC ~~(the “Company”)~~ and Compass Diversified Holdings (~~“Holdings”~~NYSE: ~~and,~~CODI) ~~together with the Company~~(collectively, ~~collectively~~ “CODI,”) ~~“us”~~reported orthat ~~“we”)~~CODI ~~acquires~~will ~~and~~make ~~manages~~a ~~small~~cash todistribution ~~middle~~of ~~market~~$0.36 ~~businesses~~per inshare for the ~~ordinary~~third ~~course~~quarter of ~~its business~~2014. The ~~following~~distribution ~~description~~is ~~relates~~payable on October 30, 2014 to shareholders of record on the ~~recent~~close ~~acquisition~~of business on October 23, 2014. A copy of ~~one~~the press release announcing such ~~business~~distribution is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

CEHI Acquisition Corporation

On August 7, 2014, CEHI Acquisition Corporation (the “Buyer”), a subsidiary of the Company, entered into a stock purchase agreement (the “Clean Earth Purchase Agreement”) with Clean Earth Holdings, Inc. (“Clean Earth”), the holders of stock and options in Clean Earth (the “Holders”) and Littlejohn Fund III, L.P. (in its capacity as “Seller’s Representative,” and collectively with Clean Earth and the Holders, the “Sellers”), pursuant to which Buyer will acquire all of the issued and outstanding capital stock of Clean Earth (the “Acquisition”). The purchase price for Clean Earth will be based on a total enterprise value of $243 million and will also include cash and working capital adjustments upon closing. Clean Earth generated approximately $32 million of EBITDA for the last twelve months ending June 30, 2014. In addition, Clean Earth incurs between approximately $4 million and $5 million in annual maintenance capital expenditures. The Company intends to fund the Acquisition with cash on hand and through drawings under its revolving credit facility.

Headquartered in Hatboro, Pennsylvania, Clean Earth provides environmental services for a variety of contaminated materials including soils, dredged material, hazardous waste and drill cuttings. The company analyzes, treats, documents and recycles waste streams generated in multiple end-markets such as power, construction, oil and gas, infrastructure, industrial and dredging. Treatment includes thermal desorption, dredged material stabilization, bioremediation, physical treatment/screening and chemical fixation. Before the company accepts contaminated materials, it identifies a third party "beneficial reuse" site such as commercial redevelopment or landfill capping where the materials are sent after they are treated. In 2013, Clean Earth managed and treated 3.4 million tons of material, of which 98% was beneficially reused. The company holds the largest market share in the contaminated materials and dredged material management market and operates 12 permitted facilities in the Eastern U.S. For the year ended December 31, 2013, Clean Earth reported revenue of approximately $155.9 million.

The Clean Earth Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions. Buyer expects to obtain “representation and warranty” insurance, which will provide coverage for breaches of certain representation and warranties contained in the Clean Earth Purchase Agreement, subject to deductibles and certain other terms and conditions. Each party’s obligation to consummate the Clean Earth Purchase Agreement is subject to certain conditions, including, but not limited to (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party and (ii) performance in all material respects by the other party of its covenants.

The Acquisition is subject to customary closing conditions and is expected to close at the end of August, 2014 or such other time as the parties may mutually agree. However, there can be no assurances that of the conditions to closing will be satisfied.

The foregoing brief description of the Clean Earth Purchase Agreement is not meant to be exhaustive and is qualified in its entirety by the Clean Earth Purchase Agreement itself, which is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

9910.1 ~~Stock~~Sixth ~~Purchase~~Amended ~~Agreement~~and ~~dated~~Restated asManagement ofServices ~~August~~Agreement ~~7, 2014,~~ by and ~~among~~between ~~CEHI~~Compass ~~Acquisition~~Group ~~Corporation,~~Diversified ~~Clean Earth~~ Holdings, ~~Inc.~~LLC, ~~the~~and ~~holders~~Compass ofGroup ~~stock~~Management ~~and~~LLC, ~~options~~dated inas ~~Clean~~of ~~Earth~~September ~~Holdings~~30, ~~Inc.~~2014 and ~~Littlejohn~~originally ~~Fund~~effective ~~III~~as of May 16, L2006.P.

99.1 Press Release dated October 7, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 11, 2014	COMPASS DIVERSIFIED HOLDINGS
Date: October 7, 2014	COMPASS DIVERSIFIED HOLDINGS
	By:	/s/ Ryan J. Faulkingham
		Ryan J. Faulkingham
		Regular Trustee

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 11, 2014	COMPASS GROUP DIVERSIFIED HOLDINGS LLC
Date: October 7, 2014	COMPASS GROUP DIVERSIFIED HOLDINGS LLC
	By:	/s/ Ryan J. Faulkingham
		Ryan J. Faulkingham
		Chief Financial Officer

~~Execution~~Exhibit ~~Copy~~10.1

~~STOCK~~SIXTH ~~PURCHASE~~AMENDED ~~AGREEMENT~~AND RESTATED

byMANAGEMENT ~~and~~SERVICES ~~among~~AGREEMENT

~~CEHI~~BY ~~ACQUISITION~~AND ~~CORPORATION, as Buyer,~~BETWEEN

~~CLEAN~~COMPASS ~~EARTH~~GROUP DIVERSIFIED HOLDINGS, ~~INC.~~LLC, ~~as the Company,~~

~~THE HOLDERS OF STOCK~~ AND ~~OPTIONS IN~~

~~CLEAN~~COMPASS ~~EARTH~~GROUP ~~HOLDINGS,~~MANAGEMENT ~~INC., as Sellers,~~LLC

Amended and Restated as of September 30, 2014

~~LITTLEJOHN~~Amended ~~FUND~~and ~~III,~~Restated ~~L.P., in its capacity~~ as aof ~~Seller~~July ~~and~~1, ~~as the Sellers’ Representative~~2013

~~DATED~~Amended ASand OFRestated ~~AUGUST~~as 7of December 20, ~~2014~~2011

Amended and Restated as of December 15, 2009

Amended as of March 12, 2008

Amended and Restated as of April 2, 2007

Amended and Restated as of November 8, 2006

Originally effective as of May 16, 2006

TABLE OF CONTENTS

1.	Definitions.	1
2.	Purchase and Sale of Shares; Treatment of Options.	13
(a)	Purchase and Sale of Shares	13
(b)	Payment of Estimated Purchase Price and Other Amounts at Closing	13
(c)	Closing	14
(d)	Deliveries at Closing	14
(e)	Adjustments	15
(f)	Cancellation of Options	18
(g)	Sellers’ Representative	19
3.	Representations and Warranties Concerning Transaction.	20
(a)	Sellers’ Representations and Warranties	20
(b)	Buyer’s Representations and Warranties	21
4.	Representations and Warranties Concerning the Company and its Subsidiaries	24
(a)	Organization, Qualification, and Corporate Power	24
(b)	Capitalization	24
(c)	Noncontravention	24
(d)	Brokers’ Fees	25
(e)	Assets.	25
(f)	Subsidiaries	25
(g)	Financial Statements	26
(h)	Events Subsequent to December 31, 2013	26
(i)	Legal Compliance	26
(j)	Tax Matters	27
(k)	Real Property	28
(l)	Intellectual Property	30
(m)	Contracts.	32
(n)	Insurance	33
(o)	Labor and Employment Matters	34
(p)	Litigation.	35
(q)	Employee Benefits	36
(r)	Environmental, Health, and Safety Matters	38
(s)	Certain Business Relationships with the Company and its Subsidiaries	40
(t)	Books and Records	40
(u)	No Undisclosed Liabilities	40
(v)	Certain Payments and Other Commercial Practices	40
(w)	Accounts Receivable	41
(x)	Customers and Suppliers.	41

Page

(y)	Disclaimer of Other Representations and Warranties	42
ARTICLE I				1
5.	Pre-Closing Covenants	42
	Section 1.1		Definitions.	1
(a)	Efforts to Consummate; Notices and Consents.	42
ARTICLE II				5
(b)	Operation of Business	42
	Section 2.1		Appointment	5
(c)	Reasonable Access; Confidentiality	44
	Section 2.2		Term	6
(d)	Notice of Developments	45
ARTICLE III				6
(e)	Company 401(k) Plan	45
	Section 3.1		Obligations of the Manager	6
(f)	Exclusivity.	45
	Section 3.2		Obligations of the Company	8
6.	Post-Closing Covenants	46
	Section 3.3		Acquisition and Disposition Opportunities	8
(a)	General	46
	Section 3.4		Offsetting Management Services	9
(b)	Litigation Support	46
	Section 3.5		Change of Services	10
(c)	Employee Benefits	47
	Section 3.6		Integration Services	10
(d)	Tax Matters	47
	Section 3.7		License	11
(e)	Director and Officer Liability and Indemnification.	52
ARTICLE IV				12
(f)	Non-Competition; Non-Solicitation.	53
	Section 4.1		Powers of the Manager	12
7.	Conditions to Obligation to Close	54
	Section 4.2		Delegation	12
(a)	Conditions to Buyer’s Obligation	54
	Section 4.3		Manager’s Obligations, Duties and Powers Exclusive	12
(b)	Conditions to Sellers’ Obligation	55
ARTICLE V				13
8.	Remedies for Breaches of This Agreement.	56
	Section 5.1		Books and Records of the Company	13
(a)	Survival of Representations and Warranties	56
	Section 5.2		Books and Records of the Manager	13
(b)	Indemnification Provisions for Buyer’s Benefit.	57
ARTICLE VI				13
(c)	Indemnification Provisions for Sellers’ Benefit	58
ARTICLE VII				13
(d)	Matters Involving Third Parties	59
	Section 7.1		Management Fee	13
(e)	Determination of Adverse Consequences	60
	Section 7.2		Reimbursement of Expenses	16
(f)	Additional Limitations on Indemnification Obligations.	60
ARTICLE VIII				17
(g)	Exclusive Remedy	61
	Section 8.1		Secondment of the Chief Executive Officer and Chief Financial Officer	17
(h)	Manner of Payment; Escrow	61
	Section 8.2		Remuneration of the Chief Executive Officer and Chief Financial Officer	17
(i)	Adjustment to Purchase Price	62
	Section 8.3		Secondment of Additional Officers	18
(j)	Mitigation	62
	Section 8.4		Removal of Seconded Officers	18
(k)	LJ II and LJ III Liability	62
	Section 8.5		Insurance	18
9.	Termination	62
ARTICLE IX				18
(a)	Termination of Agreement	62
	Section 9.1		Resignation by the Manager	18
(b)	Effect of Termination	63
	Section 9.2		Removal of the Manager	18
10.	Miscellaneous	63
	Section 9.3		Termination	19
(a)	[reserved]	63
	Section 9.4		Seconded Individuals	19
(b)	Press Releases and Public Announcements	63
	Section 9.5		Termination of License; Withdrawal of Branding	20
(c)	No Third-Party Beneficiaries	64
	Section 9.6		Directions	20
(d)	Entire Agreement	64
	Section 9.7		Payments Upon Termination	20
(e)	Successors and Assigns	64
ARTICLE X				21
(f)	Counterparts	64
	Section 10.1		Indemnity	21
	Section 10.2		Insurance	21
			i

(g)	Headings	64
ARTICLE XI				22
(h)	Notices	64
	Section 11.1		Limitation of Liability	22
(i)	GOVERNING LAW	65
	Section 11.2		Reliance of Manager	22
(j)	SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL	66
ARTICLE XII				23
(k)	Amendments and Waivers	67
	Section 12.1		Third Party Claims	23
(l)	Severability	67
ARTICLE XIII				23
(m)	Expenses	67
	Section 13.1		Obligation of Good Faith; No Fiduciary Duties	23
(n)	Construction	67
	Section 13.2		Binding Effect	23
(o)	Incorporation of Exhibits, Annexes, and Schedules	67
	Section 13.3		Compliance	23
(p)	Legal Representation	67
	Section 13.4		Effect of Termination	24
(q)	Specific Performance	68
	Section 13.5		Notices	24
(r)	No Recourse	68
	Section 13.6		Change of Membership	24
(s)	Guaranty	69
	Section 13.7		Assignment	24
	Section 13.8		Headings	24
	Section 13.9		Applicable Law	24
	Section 13.10		Submission to Jurisdiction; Waiver of Jury Trial	25
	Section 13.11		Amendment; Waivers	26
	Section 13.12		Remedies to Prevailing Party	26
	Section 13.13		Severability	26
	Section 13.14		Benefits Only to Parties	26
	Section 13.15		Further Assurances	26
	Section 13.16		No Strict Construction	27
	Section 13.17		Entire Agreement	27
	Section 13.18		Confidentiality	27
	Section 13.19		Counterparts	28

~~Exhibit A - Accounting Procedures~~ii

~~Exhibit~~FIFTH BAMENDED ~~- Knowledge~~AND RESTATED MANAGEMENT SERVICES AGREEMENT (as amended, revised, supplemented or otherwise modified from time to time, this “Agreement”), dated as of September 30, 2014, and amended July 1, 2013, December 20, 2011, December 15, 2009, March 12, 2008, April 2, 2007, November 8, 2006 and originally effective as of May 16, 2006 by and between Compass Group Diversified Holdings LLC, a Delaware limited liability company (the “Company”), and Compass Group Management LLC, a Delaware limited liability company (the “Manager”). Each party hereto shall be referred to as, individually, a “Party” and, collectively, the “Parties.”

~~Exhibit~~WHEREAS, Cthe ~~- Historical~~Company ~~Financial~~has ~~Statements~~determined that it would be in its best interests to appoint a manager to perform the Services described herein and have agreed, therefore, to appoint the Manager to perform such Services; and

~~Exhibit~~WHEREAS, Dthe ~~- Form~~Manager ofhas ~~Escrow~~agreed ~~Agreement~~to act as Manager and to perform the Services described herein on the terms and subject to the conditions set forth herein.

~~Exhibit~~NOW, ETHEREFORE, ~~- Form~~in consideration of ~~Non-Foreign~~the ~~Affidavit~~mutual covenants, representations, warranties and agreements contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows:

~~Exhibit~~ARTICLE ~~F - Additional Terms and Conditions~~I

~~STOCK PURCHASE AGREEMENT~~DEFINITIONS

~~This Stock Purchase Agreement (this “Agreement”) is entered into as of August 7, 2014 by and among CEHI Acquisition Corporation, a Delaware corporation (“Buyer”), solely for the purposes of~~ Section ~~10(s) Compass Group Diversified Holdings LLC, a Delaware limited liability company (“Guarantor”), Clean Earth Holdings, Inc~~1., a Delaware corporation (the “Company”), the Persons (as defined below) listed under the heading “Sellers” on the counterpart signature pages hereto (each, a “Seller” and, collectively, “Sellers”), and Littlejohn Fund III, L1 Definitions.P., a Delaware limited partnership, in its capacity as a Seller and as representative of Sellers (“Sellers’ Representative” and, collectively with Buyer, the Company and Sellers, the “Parties”).

~~Sellers~~Except as otherwise noted, for all purposes of this Agreement, the following terms shall have the respective meanings set forth in this Section 1.1, which meanings shall apply equally to the ~~aggregate~~singular ~~own~~and ~~all~~plural forms of the ~~issued~~terms so defined and ~~outstanding~~the ~~capital~~words ~~stock~~“herein,” “hereof’ and “hereunder” and other words of ~~the~~similar ~~Company.~~import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision:

~~This~~“Adjusted ~~Agreement~~Management ~~contemplates~~Fee” ahas ~~transaction in which Buyer will purchase from Sellers, and Sellers will sell to Buyer, all of~~ the ~~issued~~meaning ~~and~~set ~~outstanding~~forth ~~capital~~in ~~stock~~Section of7.1(e) ~~the Company~~hereof.

~~Now~~“Adjusted Net Assets” means, ~~therefore~~as of any Calculation Date, the sum of (i) consolidated total assets (as determined in ~~consideration~~accordance with GAAP) of the ~~premises~~Company ~~and~~as of such Calculation Date, plus (ii) the ~~mutual~~absolute ~~promises~~amount ~~herein~~of ~~made~~consolidated accumulated amortization of intangibles (as determined in accordance with GAAP) of the Company as of such Calculation Date, ~~and~~minus (iii) the absolute amount of Adjusted Total Liabilities of the Company as of such Calculation Date, plus (iv) to the extent included in ~~consideration~~Adjusted Total Liabilities of the ~~representations~~Company as of such Calculation Date, ~~warranties~~the absolute amount of the Company’s liabilities (as determined in accordance with GAAP) in respect of its obligations under the Supplemental Put Agreement (as such term is defined in the LLC Agreement) ; provided, however, that for all Fiscal Quarters including and ~~covenants~~subsequent ~~herein~~to ~~contained~~the closing date of the initial public offering of any Subsidiary of the Company (each an “IPO Subsidiary”) during which the applicable IPO Subsidiary is not consolidated for financial accounting purposes with the Company in accordance with GAAP (an “Unconsolidated IPO Company”), the ~~Parties~~calculation ~~agree~~of asAdjusted ~~follows:~~Net Assets shall (i) exclude the

1~~.Definitions.~~

~~“Accounts~~carrying ~~Receivable”~~value ~~has~~of the ~~meaning~~Unconsolidated ~~set~~IPO ~~forth~~Company included in ~~Section~~the 4calculation of Adjusted Net Assets and (wii) ~~below~~include the lesser of (A) with respect to the applicable Unconsolidated IPO Company and as recorded by the Company in its financial statements in accordance with GAAP, an amount equal to the sum of (1) the total assets, plus (2) the absolute amount of accumulated amortization of intangibles minus (3) total liabilities (excluding the effect of any outstanding Third Party Indebtedness of the Unconsolidated IPO Company) as of the Fiscal Quarter ended immediately prior to the applicable IPO Subsidiary becoming an Unconsolidated IPO Company, and (B) an amount calculated by multiplying the average closing share price of the applicable Unconsolidated IPO Company common stock (or other publicly listed equity, as applicable) for the 15 trading days preceding such Calculation Date (or, in the case of the Fiscal Quarter that includes such initial public offering closing date, such lesser number of trading days to the extent the shares were listed for trading on fewer than 15 trading days) without premium or discount of any kind (including premiums or discounts that might be based upon control, liquidity or other factors) by the average number of shares (or other equity, as applicable) of the applicable Unconsolidated IPO Subsidiary held by the Company during the Fiscal Quarter ending on the Calculation Date; provided, further, that should the shares of the applicable Unconsolidated IPO Company cease to be traded on the New York Stock Exchange or the NASDAQ (or such applicable successor market thereto), then the foregoing calculation shall be based upon a fair market evaluation of such shares performed by the MSA Administrator and approved by the Audit Committee of the Company.

“~~Acquisition~~Adjusted ~~Proposal~~Total Liabilities” ~~shall mean any inquiry~~means, ~~proposal~~as orof ~~offer from~~ any ~~Person~~Calculation ~~(other than Buyer or any of its Affiliates) concerning (i) a merger~~Date, ~~consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving~~ the Company;’s ~~(ii)~~consolidated ~~the~~total ~~issuance~~liabilities or(as ~~acquisition~~determined ofin ~~shares~~accordance ofwith ~~capital~~GAAP) ~~stock~~as ~~or other securities~~ of ~~the~~such ~~Company;~~Calculation ~~or (iii) the sale~~Date, ~~lease,~~after ~~exchange~~excluding orthe ~~other~~effect ~~disposition~~ of any ~~significant~~outstanding ~~portion~~Third Party Indebtedness of the Company~~’s properties or assets~~.

“Adjustment ~~Amount~~Date” has the meaning set forth in Section 27.1(ec)~~(viii)~~ ~~below~~hereof.

“~~Adjustment~~Affiliate” ~~Escrow~~means, ~~Amount~~with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person or (ii) any officer, director, general member, member or trustee of such Person. For purposes of this definition, the terms “controlling,” ~~means~~“controlled $2by” or “under common control with” shall mean,~~430~~ with respect to any Persons,~~000~~ the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, or the power to elect at least 50% of the directors, managers, general members, or Persons exercising similar authority with respect to such Person.

“~~Adjustment Report~~Agreement” has the meaning set forth in ~~Section~~the ~~2(e)(ii)~~preamble ~~below~~of this Agreement.

“~~Adverse~~Board ~~Consequences~~of Directors” means, ~~all~~with ~~claims,~~respect ~~damages,~~to ~~liabilities,~~the ~~losses~~Company, ~~costs,~~the ~~expenses,~~Board ~~fines,~~of ~~penalties,~~Directors ~~payments~~of ~~and~~the ~~fees~~Company, ~~including~~or ~~court~~any ~~costs~~committee ~~and~~thereof ~~reasonable~~that ~~attorneys’~~has ~~fees~~been ~~and~~duly ~~expenses~~authorized by the Board of Directors to make a decision on the mailer in question or bind the Company, as to the matter in question.

“~~Affiliate~~Business Day” ~~has~~means ~~the~~any ~~meaning~~day ~~set~~other ~~forth~~than a Saturday, a Sunday or a day on which banks in ~~Rule~~The ~~12b-2~~City of ~~the~~New ~~regulations~~York ~~promulgated~~are ~~under~~required, ~~the~~permitted ~~Securities~~or ~~Exchange~~authorized, ~~Act~~by applicable law or executive order, to be closed for regular banking business.

~~“Affiliated Group” means any affiliated group within the meaning of Code §1504(a) or any similar group defined under a similar provision of state, local or foreign law.~~2

“~~Agreement~~Calculation Date” ~~has~~means, ~~the~~with ~~meaning~~respect ~~set~~to ~~forth~~any inFiscal Quarter, the ~~preface~~last ~~above~~day of such Fiscal Quarter.

“~~Allocable~~Chief ~~Portion~~Executive Officer” means, ~~with respect to each Seller,~~ the ~~percentage~~Chief ~~set~~Executive ~~forth~~Officer ~~opposite~~of ~~each such Seller’s name under~~ the ~~heading “Allocable Portion” on Schedule I attached hereto~~Company, ~~which~~including ~~shall~~any beinterim ~~updated~~Chief asExecutive ~~necessary by the Company immediately prior to the Closing to reflect accrued dividends on the Company’s series A preferred stock, par value $~~Officer.01 ~~per share.~~

“~~Ancillary~~Chief ~~Agreement~~Financial Officer” means ~~each~~the ~~agreement,~~Chief ~~document~~Financial ~~and~~Officer ~~instrument~~of ~~required~~the toCompany, beincluding ~~executed~~any ~~and~~interim ~~delivered~~Chief atFinancial ~~Closing, as set forth herein~~Officer.

“~~Audited Balance Sheet~~Company” has the meaning set forth in ~~Section~~the ~~4(g)~~preamble ~~below~~of this Agreement.

“~~Backend~~Company ~~Sites~~Officers” means ~~facilities,~~the ~~landfills~~Chief ~~and~~Executive ~~other~~Officer ~~locations~~and atthe ~~which~~Chief ~~Processed~~Financial ~~Materials~~Officer ~~managed,~~and ~~recycled~~any orother ~~treated~~officer ~~as part~~ of the ~~business~~Company ofhereinafter ~~the~~appointed ~~Company~~by orthe ~~each~~Board of ~~its~~Directors ~~Subsidiaries~~of isthe ~~placed or deposited~~Company.

“~~Business~~Exchange ~~Day~~Act” ~~shall~~means ~~mean~~the ~~any~~Securities ~~day~~Exchange ~~other~~Act ~~than~~of ~~a Saturday~~1934, ~~Sunday~~as ~~or a day on which banks in New York, New York are authorized or obligated by law to close~~amended.

“~~Buyer~~Federal Securities Laws” ~~has~~means, collectively, the ~~meaning~~Securities ~~set~~Act, ~~forth~~the inExchange Act and the ~~preface~~rules ~~above~~and regulations promulgated thereunder.

“~~Buyer~~Final ~~Fundamental~~Management ~~Representations and Warranties~~Fee” has the meaning set forth in Section 87.1(ab) ~~below~~hereof.

“~~Buyer~~Fiscal ~~Indemnified Persons~~Quarter” ~~has~~means the ~~meaning~~Company’s ~~set~~fiscal ~~forth~~quarter infor ~~Section~~purposes ~~8(b)~~of ~~below~~its reporting obligations under the Exchange Act.

“~~Buyer~~Fiscal ~~Plans~~Year” ~~has~~means the ~~meaning~~Company’s ~~set~~fiscal ~~forth~~year infor ~~Section~~purposes ~~6(c)~~of ~~below~~reporting its income for federal income tax purposes.

“~~Cash~~GAAP” means, ~~without~~generally ~~duplication,~~accepted ~~cash~~accounting ~~and~~principles ~~cash~~in ~~equivalents~~effect ~~(including marketable securities and short term investments) of the Company and its Subsidiaries calculated~~ in ~~accordance with GAAP applied on a basis consistent with~~ the ~~preparation~~United ofStates, ~~the~~consistently ~~Financial Statements~~applied.

“~~Closing~~Incur” ~~has~~means, ~~the~~with ~~meaning~~respect ~~set~~to ~~forth~~any inIndebtedness ~~Section~~or 2other obligation of a Person, to create, issue, acquire (cby conversion, exchange or otherwise), ~~below~~assume, suffer, guarantee or otherwise become liable in respect of such Indebtedness or other obligation.

“~~Closing Date~~Indebtedness” means, with respect to any Person, (i) any liability for borrowed money, or under any reimbursement obligation relating to a letter of credit, (ii) all indebtedness (including bond, note, debenture, purchase money obligation or similar instrument) for the acquisition of any businesses, properties or assets of any kind (other than property, including inventory, and services purchased, trade payables, other expenses accruals and deferred compensation items arising in the Ordinary Course of Business), (iii) all obligations under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (iv) any liabilities of others described in the preceding clauses (i) to (iii) (inclusive) that such Person has guaranteed or that is otherwise its legal liability, and (v) (without duplication) any amendment, supplement, modification, deferral, renewal, extension or refunding of any liability of the ~~meaning~~types ~~set~~referred ~~forth~~to in ~~Section~~clauses 2(ci) ~~below~~through (iv) above.

“~~Closing~~Indemnified ~~Statement~~Parties” has the meaning set forth in ~~Section~~Article ~~2(e)(i)~~X ~~below~~hereof.

~~“Code” means the Internal Revenue Code of 1986, as amended.~~3

“~~Company~~Independent Director” ~~has~~means a director who (i)(a) is not an officer or employee of the ~~meaning~~Company, ~~set~~or ~~forth~~an inofficer, director or employee of any of the ~~preface~~Subsidiaries ~~above~~of the Company or their Subsidiaries, (b) was not appointed as a director pursuant to the terms of this Agreement and (c) is not affiliated with the Manager or any of its Affiliates, and (ii) satisfies the independence requirements under the Exchange Act and the rules and regulations of the principal securities exchange on which the Trust Shares are traded.

“~~Company~~Integration ~~401(k) Plan~~Fee” ~~means~~has the ~~Clean~~meaning ~~Earth~~set ~~Plan,~~forth ~~Plan~~in NoSection 3.~~002~~6 hereof.

“~~Company~~Integration ~~Fundamental Representations and Warranties~~Services” has the meaning set forth in Section ~~8(a)~~3.6 ~~below~~hereof.

“~~Company~~Integration ~~Transaction~~Services ~~Expenses~~Agreements” ~~means~~has ~~all costs, fees and expenses of~~ the ~~Company~~meaning ~~and~~set ~~its~~forth ~~Subsidiaries owing to third parties incurred on or before the Closing~~ in ~~connection~~Section ~~with~~3.6 the preparation, execution and consummation of this Agreement and the transactions contemplated hereby to the extent, if any, unpaid as of immediately prior to Closing, including: (a) any brokerage, finders’ or other advisory fees, costs, expenses, commissions or similar payments; (b) any fees, costs, disbursements or expenses of counsel, accountants or other advisors or service providers and (c) other than the aggregate Option Cancellation Payments, any fees, costs, expenses of, or payments made by, the Company or any of its Subsidiaries related to any transaction bonus, change-of-control payment or other compensatory payments made to any current or former employee or other service provider of the Company or any of its Subsidiaries as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby (but excluding, for the avoidance of doubt, any such arrangements that are implemented by Buyer)hereof.

“Investment Company ~~Stockholders’ Agreement~~Act” means ~~that certain Stockholders’ Agreement, dated as of October 17, 2005, by and among~~ the ~~Company,~~Investment ~~LJ II, LJ III, and the other Stockholders (as defined therein) of the~~ Company, asAct ~~amended by that certain First Amendment~~ of ~~Stockholders’ Agreement~~1940, ~~dated~~ as ~~of March 10, 2006, by and among the Company, LJ II, LJ III and the other Stockholders of the Company~~amended.

“~~Confidentiality~~Limitation ~~Agreement~~Amount” ~~has~~means an amount calculated as (i) (A) the ~~meaning~~Company’s ~~set~~actual ~~forth~~gross income (as calculated for federal income tax purposes) (“AGI”) for a Fiscal Year, plus the amount of the Offsetting Management Fees accrued for such Fiscal Year (after any reduction required by Section 3.4 without taking into account the final proviso therein), times (B) 9.99%, less (ii) the amount of AGI (including any potential deemed income) that is not “qualifying income” as defined in Section 57704(cd) ~~below~~of the Internal Revenue Code of 1986, as amended.

“~~Continuing~~LLC ~~Employees~~Agreement” ~~has~~means the ~~meaning~~Amended ~~set~~and ~~forth~~Restated inOperating ~~Section~~Agreement ~~6(c)~~of ~~below~~Compass Group Diversified Holdings LLC, including all exhibits and schedules attached thereto, as may be amended, revised, supplemented or otherwise modified from time to time.

“~~Contract~~Losses” ~~means~~has ~~any~~the ~~agreement,~~meaning ~~contract,~~set ~~obligation~~forth orin ~~undertaking~~Article ~~(whether~~X ~~written or oral) that is legally binding~~hereof.

“~~Deductible~~Management Fee” ~~means: (i) 0.5% of the Enterprise Value; or (ii) if the Buyer~~ has ~~not obtained~~ the ~~Representation~~meaning ~~and~~set ~~Warranty~~forth ~~Insurance Policy after utilizing its reasonable best efforts to do so~~ in ~~accordance with~~ Section 57.1(ga) ~~below, an amount equal to 1~~hereof.~~0% of the Enterprise Value.~~

“~~Determination~~Management ~~Time~~Fee Payment Date” means, ~~11:59~~with ~~p.m.,~~respect ~~Eastern~~to ~~Standard~~any ~~Time~~Calculation Date, onthe date that is ten (10) Business Days following the ~~day~~receipt ~~immediately~~by ~~preceding~~the Company of the ~~Closing~~calculation of the Management Fee from the MSA Administrator with respect to such Calculation Date.

“~~Disclosure Schedule~~Manager” has the meaning set forth in ~~Section~~the 4preamble ~~below~~of this Agreement.

“~~Distribution~~Manager ~~Amount~~Marks” ~~means~~has the ~~sum~~meaning ofset ~~(i)~~forth ~~the~~in ~~Estimated~~Section ~~Purchase~~3.7 ~~Price minus the Escrow Amount and (ii) the aggregate Exercise Price of the outstanding Options (assuming the exercise thereof as of the Closing Date)~~hereof.

“~~Employee~~MSA ~~Benefit Plan~~Administrator” means, ~~each~~as ~~material~~of ~~“employee~~any ~~benefit~~Calculation ~~plan”~~Date, (~~within~~i) ~~the~~for ~~meaning~~so oflong ~~§3(3)~~as ofthis ~~ERISA),~~Agreement ~~whether~~remains orin ~~not~~full ~~subject~~force toand ~~ERISA~~effect as of such Calculation Date, ~~and~~the ~~each~~Manager, ~~material~~and ~~employment~~(ii) thereafter, the Chief Financial Officer.

consulting, independent contractor, bonus, incentive, equity purchase, option or other equity-based, deferred compensation, loan, severance, termination, retention, change of control, reimbursement, collective bargaining or other agreement with any works council or association, profit sharing, pension, retirement, 401(k), vacation and other paid time-off, Code Section 125, medical or other welfare, disability, fringe benefit and any other employee or retiree benefit or compensation plan, funding mechanism (including any funding arrangement intended to qualify as a “~~voluntary~~Offsetting ~~employee~~Management ~~benefits association~~Fees” ~~under~~has ~~Code Section 501(c)(9)), agreement, program, policy or other arrangement, whether or not subject to ERISA , written or unwritten and (i) that is maintained, sponsored or contributed to by~~ the ~~Company~~meaning orspecified ~~any~~in ofSection its Subsidiaries or any ERISA Affiliates for the benefit of any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries, or the beneficiaries or dependents of any such individual or (ii) under which the Company or any of its Subsidiaries have or may reasonably be expected to have any material liability3.4 ~~The term “Employee Benefit Plan” shall not include any Multiemployer Plan~~hereof.

“~~Enterprise~~Offsetting ~~Value~~Management Services” ~~means~~has ~~Two~~the ~~Hundred~~meaning ~~Forty~~specified ~~Three~~in ~~Million~~Section ~~and~~3.4 ~~0/100 United States Dollars ($243,000,000)~~hereof.

“~~Environmental,~~Offsetting ~~Health,~~Management ~~and~~Services ~~Safety Requirements~~Agreement” ~~shall~~has ~~mean all Laws and Orders concerning public health and safety, worker health and safety, and pollution or protection of~~ the ~~environment,~~meaning ~~including~~specified all those relating to Processing Material or the presence, use, production, generation, handling, transportation, treatment, recycling, reuse, storage, disposal, distribution, labeling, testing, processing, discharge, Release, threatened Release, control, or cleanup of any Hazardous Material, as such requirements are enacted and in ~~effect~~Section on3.4 ~~or prior to the Closing Date~~hereof.

~~“Environmental Permits” has the meaning set forth in Section~~ 4~~(r)(ii) below.~~

“~~ERISA~~Ordinary Course of Business” means, with respect to any Person, an action taken by such Person if such action is (i) consistent with the ~~Employee~~past ~~Retirement~~practices ~~Income~~of ~~Security~~such ~~Act~~Person and is taken in the normal day-to-day business or operations of ~~1974,~~such asPerson ~~amended~~and (ii) which is not required to be specifically authorized or approved by the board of directors of such Person.

“~~ERISA~~Over-Paid ~~Affiliate~~Management Fees” means, ~~any~~as ~~trade~~of orany ~~business~~Calculation Date, ~~whether~~the oramount ~~not~~by ~~incorporated,~~which (i) Adjusted Management Fees that were actually paid on all Management Fee Payment Dates preceding such Calculation Date, ~~together~~exceeded ~~with~~(ii) Adjusted Management Fees that were actually due and payable by the Company ~~and~~on ~~its~~all ~~Subsidiaries~~such Management Fee Payment Dates, isas ordetermined ~~would~~by ~~have~~the ~~been,~~MSA atAdministrator ~~any~~upon ~~date~~availability of ~~determination~~the ~~occurring~~Company’s ~~since~~final ~~January~~consolidated 1,financial ~~2007,~~statements ~~treated~~in asaccordance awith ~~single~~Section ~~employer~~7.1(e); ~~within~~provided, ~~the~~that ~~meaning~~such ofamount ~~Code~~shall ~~§414~~not be less than zero.

“~~Escrow~~Party” ~~Agent~~and “Parties” ~~means~~have ~~SunTrust~~the ~~Bank~~meaning set forth in the preamble of this Agreement.

“~~Escrow Agreement~~Person” means ~~that~~any ~~certain~~individual, ~~Escrow~~company ~~Agreement~~(whether bygeneral ~~and~~or ~~among Buyer~~limited), ~~Sellers’~~limited ~~Representative~~liability ~~and~~company, ~~the~~corporation, ~~Escrow~~trust, ~~Agent~~estate, ~~substantially~~association, innominee ~~the~~or ~~form~~other ~~attached here to as Exhibit D~~entity.

“Escrow Amount” means the sum of the Indemnity Escrow Amount and the Adjustment Escrow Amount.

“Estimated Cash” has the meaning set forth in Section 2(e)(i)(B) below.

“Estimated Purchase Price” means (A) Enterprise Value, plus (B) Estimated Cash, plus (C) the amount, if any, by which Estimated Working Capital is greater than Target Working Capital, minus (D) the amount, if any, by which Estimated Working Capital is less than Target Working Capital, minus (E) Funded Indebtedness, minus (F) Company Transaction Expenses to the extent paid at Closing pursuant to Section 2(b)(iii).

“Estimated Working Capital” has the meaning set forth in Section 2(e)(i)(A) below.

“Excluded Taxes” has the meaning set forth in Section 6(d)(i)(B) below.

“Exercise Price” means, with respect to any Option, the amount required to be paid by the Optionholder to exercise such Option.

“Family” has the meaning set forth in Section 4(s) below.

“FICA” means the Federal Insurance Contributions Act, as amended.

“Final Cash” has the meaning set forth in Section 2(e)(v) below.

“Final Working Capital” has the meaning set forth in Section 2(e)(v) below.

“Financial Statements” has the meaning set forth in Section 4(g) below.

“Fundamental Representations” has the meaning set forth in Section 8(a) below.

“Funded Indebtedness” means, without duplication, as to the Company and its Subsidiaries, the aggregate amount (including the current portions thereof) of all payment obligations in respect of (a) indebtedness for money borrowed from Persons other than the Company or any of its Subsidiaries, (b) all obligations evidenced by bonds (other than surety bonds, performance bonds, closure bonds and similar instruments), debentures or notes, (c) the amount actually drawn under letters of credit, surety bonds, performance bonds, closure bonds and similar instruments, (d) rate swap transactions, interest rate swap options, foreign exchange transactions, currency swap transactions or any other similar transactions, (e) that portion of obligations with respect to capital leases that is properly classified as a liability on a balance sheet in accordance with GAAP, in each case, outstanding as of the Closing Date, (f) all interest expense accrued but unpaid on or related to such indebtedness, (g) any declared but unpaid dividends owing to Sellers, and (h) indebtedness referred to above that is directly or indirectly guaranteed by such Person.

“GAAP” means United States generally accepted accounting principles as in effect from time to time, consistently applied.

“Governing Documents” means, with respect to any particular Person: (a) if a corporation, the articles or certificate of incorporation and the bylaws of such entity; (b) if a limited partnership, the limited partnership agreement and the certificate of limited partnership; (c) if a limited liability company, the articles or certificate of organization or formation and the operating agreement;

(d) if another type of Person, any other charter or similar document adopted or filed in connection with the creation, formation or organization of such Person; and (e) any amendment, modification or supplement to the foregoing.

“Governmental Entity” means any (a) nation, state, county, city, town, village, district, or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign, or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal); (d) multi-national organization or body; or (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

“Guarantor” has the meaning set forth in the preamble hereto.

“Guaranty” has the meaning set forth in Section 10(s) below.

“Hazardous Material” means any hazardous wastes, or other wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, or radiation regulated under, including any material, substance or waste defined as a “hazardous waste,” “hazardous material,” “hazardous substance,” “toxic waste,” “ hazardous pollutant” or “toxic substance” in, the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601, et. seq.), the Occupational Health and Safety Act (29 U.S.C. Section 651, et. seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Section 1801, et. seq.), the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as amended (42 U.S.C. Section 6901, et. seq.), the Toxic Substances Control Act, as amended (15 U.S.C. Section 2601, et. seq.), the Federal Water Pollution Control Act, as amended by the Clean Water Act, 33 U.S.C. Section 1251 et seq.; the Clean Air Act (42 U.S.C. Section 7401 et seq.), the Atomic Energy Act (42 U.S.C. Section 2014, et seq.), and Energy Reorganization Act (42 U.S.C. Section 5801 et seq.), each and all as amended, and each state counterpart, or any other Environmental, Health, and Safety Requirements, provided that the term “Hazardous Materials” shall not include Processed Materials.

“Indemnification Portion” means, with respect to each Seller, the percentage set forth opposite such Seller’s name under the heading “Indemnification Portion” on Schedule I attached hereto, which shall be updated as necessary by the Company immediately prior to the Closing to reflect accrued dividends on the Company’s series A preferred stock, par value $.01 per share.

“Indemnified Party” has the meaning set forth in Section 8(d)(i) below.

“Indemnifying Party” has the meaning set forth in Section 8(d)(i) below.

“Indemnity Escrow Amount” means: (i) an amount equal to 1.5% of the Enterprise Value; or (ii) if the Buyer has not obtained the Representation and Warranty Insurance Policy after utilizing its reasonable best efforts to do so in accordance with Section 5(g) below, an amount equal to 3.0% of the Enterprise Value.

“Independent Accountants” means Deloitte LLP , provided that if Deloitte LLP is unable to serve, Buyer and the Sellers’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the accountants of Littlejohn, LJ II, LJ III, the Buyer or the Guarantor.

“Insurance Cap” has the meaning set forth in Section 6(e)(ii) below.

“Intellectual Property” means, collectively, all worldwide industrial and intellectual property rights, including rights in or associated with patents, patent applications, patent rights, trademarks, trademark registrations and applications therefor, trade dress rights, trade names, service marks, service mark registrations and applications therefor, Internet domain names, Internet and World Wide Web URLs or addresses, copyrights, copyright registrations and applications therefor, mask work rights, mask work registrations and applications therefor, inventions, software, trade secrets and confidential know how.

“IRS” means the Internal Revenue Service of the United States.

“Key Employee” means each of individual set forth on Schedule IV.

“Knowledge of the Company” means the actual knowledge of the individuals set forth on Exhibit B after reasonable inquiry.

“Law” means any applicable federal, state, local, municipal, foreign, international, multinational, or other administrative Order, constitution, decree, judgment, law, ordinance, principle of common law, regulation, rule, statute, or treaty and any statutory or regulatory provisions consolidating, amending or replacing such Law

“Leased Real Property” means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures, or other interest in real property that is used in the Company’s or any of its Subsidiaries’ business.

“Leases” means all leases, subleases, licenses, concessions and other agreements (written or oral), including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto, pursuant to which the Company or any of its Subsidiaries holds any Leased Real Property.

“Lien” means any mortgage, pledge, lien, encumbrance, charge, security interest, or other restrictions on property ownership interests.

“Littlejohn” has the meaning set forth in Section 10(p) below.

“LJ II” means Littlejohn Fund II, L.P., a Delaware limited partnership.

“LJ III” means Littlejohn Fund III, L.P., a Delaware limited partnership.

“Major Customer” has the meaning set forth in Section 4(x)(i) below.

“Major Supplier” has the meaning set forth in Section 4(w)(ii) below.

“Material Adverse Effect” or “Material Adverse Change” means any event, occurrence or development that has had or would reasonably be expected to have a material adverse effect on the business, assets, liabilities, financial condition or operating results of the Company and its Subsidiaries, taken as a whole, or on the ability of Sellers to timely consummate the transactions contemplated hereby; provided, however, that, notwithstanding its materiality, any event, occurrence or development shall not be deemed to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect or Material Adverse Change to the extent arising from or related to: (a) general business or economic conditions, (b) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (c) any changes in financial, banking, or securities markets in general (including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates), (d) changes in Law or GAAP, (e) the entry into, announcement or performance of this Agreement, the taking of any action contemplated or permitted by this Agreement and the other agreements contemplated hereby or the taking of any action (or omission to take any action) with Buyer’s consent, or the identity or business plans of Buyer or its Affiliates, including any impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors or employees; or (e) any failure by the Company or any of its Subsidiaries to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date of this Agreement; provided, however, that clause (e) shall not prevent a determination that any change or effect underlying such failure to meet projections, forecasts or revenue or earnings predictions has resulted in a Material Adverse Effect or a Material Adverse Change (to the extent such change or effect is not otherwise excluded from this definition of Material Adverse Effect or Material Adverse Change); except, in the case of the foregoing clauses (a), (b), (c) and (d), only to the extent the Company and its Subsidiaries, taken as a whole, are disproportionately affected in any material respect by such effect compared to other Persons engaged in the business in which the Company and its Subsidiaries operate.

“Material Contract” has the meaning set forth in Section 4(m) below.

“MoCo” has the meaning set forth in Section 10(p) below.

“Most Recent Balance Sheet Date” has the meaning set forth in Section 4(g)(ii) below.

“Most Recent Financial Statements” has the meaning set forth in Section 4(g)(ii) below.

“Multiemployer Plan” means a multiemployer plan within the meaning of Section 3(37) of ERISA and Section 4001(a)(3) of ERISA, to which the Company or any of its Subsidiaries contributes, has contributed since January 1, 2007, or has, or has had, an obligation to contribute since January 1, 2007.

“Non-Compete Restricted Period” means: (i) the period beginning on the Closing Date and ending on the first anniversary thereof with respect to LJ II, LJ III and other investment funds managed by Littlejohn; and (ii) the period beginning on the Closing Date and ending on the second anniversary thereof with respect to Christopher Dods, Bernard Guerin, Michael Goebner, Steven Sands, Averil Rance and James Hull.

“Non-Solicit Restricted Period” means: (i) for LJ II, LJ III and other investment funds managed by Littlejohn, (A) the period beginning on the Closing Date and ending on the second anniversary thereof with respect to Persons other than Christopher Dods, Bernard Guerin, Michael Goebner, Steven Sands, Averil Rance and James Hull, and (B) the period beginning on the Closing Date and ending on the fifth anniversary thereof with respect to Christopher Dods, Bernard Guerin, Michael Goebner, Steven Sands, Averil Rance and James Hull; and (ii) for each of Christopher Dods, Bernard Guerin, Michael Goebner, Steven Sands, Averil Rance and James Hull, the period beginning on the Closing Date and ending on the second anniversary thereof.

“Objection Notice” has the meaning set forth in Section 2(e)(iii) below.

“Option” means an option to acquire a share of common stock, par value $.01, of the Company granted under the Stock Plan that is outstanding immediately prior to the Closing.

“Option Cancellation Payment” has the meaning set forth in Section 2(f)(i) below.

“Optionholder” means a holder of an Option.

“Order” means any award, decision, injunction, judgment, determination, decree, order, ruling, subpoena or verdict entered, issued, made or rendered by any Governmental Entity or by any arbitrator.

“Ordinary Course of Business” means, with respect to the Company or any of its Subsidiaries, the ordinary course of business consistent with past custom and practice.

“Outside Date” has the meaning set forth in Section 9(a)(iii) below.

“Owned Real Property” means all real property and interest in real property owned in fee by the Company or any of its Subsidiaries.

“Parties” has the meaning set forth in the preface above.

“Permitted Encumbrances” means: (a) taxes, assessments and other governmental levies, fees, or charges that are (i) not due and payable as of the Closing Date or (ii) being contested in good faith by appropriate proceedings; (b) mechanics liens and similar liens for labor, materials, or supplies incurred in the Ordinary Course of Business for amounts that are (i) not delinquent or (ii) being contested in good faith by appropriate proceedings; (c) zoning, building codes, and other land use laws regulating the use or occupancy of any parcel of Real Property or the activities conducted thereon that are imposed by any Governmental Entity having jurisdiction over such Real Property; (d) easements, covenants, conditions, restrictions, and other similar

matters affecting title to such Real Property and other title defects, all of which do not or would not reasonably be expected to materially impair the use or occupancy of such Real Property in the operation of the business of the Company and its Subsidiaries taken as a whole; (e) any right, interest, Lien or title of a licensor, sublicensor, licensee, sublicensee, lessor or sublessor under any license, lease or other similar agreement or in the Real Property being leased or licensed that do not or would not reasonably be expected to materially impair the use or occupancy of such Real Property in the operation of the business of the Company and its Subsidiaries taken as a whole; and (f) purchase money liens and liens securing rental payments under capital lease arrangements.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity or a governmental entity (or any department, agency, or political subdivision thereof).

“Post-Closing Allocable Portion” means, with respect to each Seller, the percentage set forth opposite each such Seller’s name under the heading “Post-Closing Allocable Portion” on Schedule I attached hereto, which shall be updated as necessary by the Company immediately prior to the Closing to reflect accrued dividends on the Company’s series A preferred stock, par value $.01 per share.

“Post-Closing Straddle Period” has the meaning set forth in Section 6(d)(i)(A) below.

“Post-Closing Tax Period” means any Tax period that begins after the Closing Date.

“Post-Closing Tax Returns” has the meaning set forth in Section 6(d)(ii)(A) below.

“Pre-Closing Periods” has the meaning set forth in Section 6(d)(i)(B) below.

“Pre-Closing Straddle Period” has the meaning set forth in Section 6(d)(i)(A) below.

“Pre-Closing Tax Claim” has the meaning set forth in Section 6(d)(vii) below.

“Proceeding” means any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Entity or arbitrator.

“Processed Material” means any soil, cuttings, liquids, or other material accepted, processed, generated, handled, recycled, treated, placed, deposited and/or disposed as part of the Company’s and/or any of its Subsidiaries’ operations and business.

“Purchase Price” has the meaning set forth in Section 2(b) below.

“Real Property” means, collectively, the Owned Real Property and the Leased Real Property.

“Registered Company Intellectual Property” has the meaning set forth in Section 4(l)(i) below.

“Related Party Contracts” means the Stock Plan and each agreement listed on Section 4(m)(ii) of the Disclosure Schedule.

“Release” means release, spill, leak, discharge, dispose of, pump, pour, emit, empty, inject, leach, dump or allow to escape into or through the environment.

“Representative’s Agreement” has the meaning set forth in Section 2(b) below.

“Representation and Warranty Insurance Policy” means an insurance policy to cover Adverse Consequences due to breaches by the Company of representations or warranties in Section 4 of this Agreement.

“Restricted Business” means the treatment, processing, cleansing, recycling, disposal or beneficial use or reuse of contaminated soils and dredged materials.

“Restricted Parties” means, collectively, LJ II, LJ III, other investment funds managed by Littlejohn, Christopher Dods, Bernard Guerin, Michael Goebner, Steven Sands, Averil Rance and James Hull.

“Restricted Party” means any of the Restricted Parties.

“Restricted Shares” means shares of common stock, par value $.01, of the Company purchased pursuant to Section 6 of the Stock Plan.

“Retained Claims” has the meaning set forth in Section 10(r) below.

“Securities Act” means the Securities Act of 1933, as amended.

“~~Securities Exchange Act~~Services” ~~means~~has the ~~Securities~~meaning ~~Exchange~~set ~~Act~~forth ofin ~~1934,~~Section as3.1(b) ~~amended~~hereof.

“~~Sellers~~Subsidiary” ~~has~~means, ~~the~~with ~~meaning~~respect ~~set~~to ~~forth~~any Person, any corporation, company, joint venture, limited liability company, association or other Person in which such Person owns, directly or indirectly, more than 50% of the ~~preface~~outstanding ~~above~~voting ~~and~~equity ~~includes~~securities ~~all~~or ~~Optionholders~~interests, the holders of which are generally entitled to vote for the election of the Board of Directors or other governing body of such Person.

“~~Sellers’~~Third ~~Allocable~~Party ~~Pre-Closing Taxes~~Indebtedness” ~~has~~means, ~~the~~with ~~meaning~~respect ~~set~~to ~~forth~~any inPerson, ~~Section~~Indebtedness ~~6(d)(ii)(A)~~of ~~below~~such Person owed to any lenders or other creditors that are not Affiliated with such Person.

“~~Sellers’~~Trust” ~~Fundamental~~means ~~Representations~~Compass ~~and~~Diversified ~~Warranties”~~Trust, ~~has~~which ~~the~~holds ~~meaning~~one ~~set~~hundred ~~forth~~percent ~~in Section 8~~(a100%) ~~below~~of the Trust Interest in the Company.

“~~Sellers’~~Trust ~~Representative~~Certificate” ~~has~~means the ~~meaning~~certificates ~~set~~representing ~~forth~~Trust ~~in the preface above~~Shares.

“~~Shares~~Trust Interest” means, ~~collectively,~~ the ~~issued~~trust ~~and~~interests ~~outstanding (i) shares~~ of the ~~common~~Company ~~stock,~~as ~~par~~provided ~~value~~for ~~$.01, of the Company~~ and ~~(ii)~~described ~~shares~~in of the ~~series~~LLC ~~A preferred stock, par value $~~Agreement.~~01,~~ ~~of the Company.~~

“~~Stock~~Trust ~~Plan~~Shares” means the ~~Amended~~shares ~~and~~of ~~Restated~~beneficial ~~Clean~~interest ~~Earth~~of ~~Holdings~~the Trust where each such share represents an undivided beneficial interest in one Trust Interest; provided, ~~Inc.~~that ~~Equity~~in ~~Incentive~~the ~~Plan~~event that all outstanding shares of beneficial interest of the Trust are exchanged for Trust Interests in accordance with the terms of the LLC Agreement, asall ~~may~~references herein to “Trust Shares” shall automatically be ~~amended~~deemed ~~from~~to ~~time~~refer to ~~time~~Trust Interests upon such exchange.

“~~Straddle~~Under-Paid ~~Period~~Management Fees” means, as of any ~~Tax~~Calculation ~~Period~~Date, ~~beginning~~the onamount orby ~~before~~which ~~the~~(i) ~~Closing~~Adjusted ~~Date~~Management Fees that were actually due and ~~ending~~payable ~~after~~by the ~~Closing~~Company on all Management Fee Payment Dates preceding such Calculation Date., as determined by the MSA

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof and for this purpose, a Person or Persons owns a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity’s gains or losses or shall be or control any managing director or general partner of such business entity (other than a corporation). The term “Subsidiary” shall include all Subsidiaries of such Subsidiary and, unless otherwise expressly provided, shall mean a Subsidiary of the Company.5

~~“Target~~Administrator ~~Working~~upon ~~Capital”~~availability ~~means~~of ~~$13~~the Company’s final consolidated financial statements in accordance with in Section 7.1(e) exceeded (ii) Adjusted Management Fees that were actually paid on all such Management Fee Payment Dates; provided,~~973,000~~ that such amount shall not be less than zero.

~~“Tax”~~ARTICLE or “Taxes” mean all taxes, or other similar charges, fees, duties, levies or assessments which are imposed by any Taxing Authority, including income, gross receipts, capital stock, net proceeds, ad valorem, payroll, employment, turnover, real, personal and other property (tangible and intangible), sales, use, franchise, excise, value added, stamp, leasing, lease, user, transfer, fuel, excess profits, customs duties, environmental (including under Code § 59A); occupational, interest equalization, windfall profits, unitary, severance and employees’ income withholding, unemployment and Social Security taxes, duties, assessments and charges (including the recapture of any tax items such as investment tax credits), including any interest, penalties or additions to tax related thereto imposed by any Taxing Authority.II

~~“Tax~~APPOINTMENT ~~Claim”~~OF ~~has~~THE ~~the meaning set forth in Section 6(d)(vii) below.~~MANAGER

~~“Tax Dispute” has the meaning set forth in~~ Section ~~6(d)(viii) below~~2.1 Appointment

~~“Tax~~The ~~Return”~~Company ~~means~~hereby ~~any~~agrees ~~return~~to, ~~declaration,~~and ~~report~~hereby does, ~~claim~~appoint ~~for~~the ~~refund,~~Manager orto ~~information~~perform ~~return~~the orServices ~~statement~~as ~~relating~~set toforth ~~Taxes,~~in ~~including~~Section ~~any~~3.1 ~~schedule~~herein orand ~~attachment~~in ~~thereto,~~accordance ~~and~~with ~~including~~the ~~any~~terms ~~amendment~~of ~~thereof~~this Agreement.

~~“Taxing~~Section ~~Authority” means any Governmental Entity responsible for the imposition, collection, or administration of Taxes~~2.2 Term

~~“Third~~The ~~Party~~Manager ~~Claim”~~shall ~~has~~provide Services to the ~~meaning~~Company ~~set~~from ~~forth~~the date hereof until the termination of this Agreement in ~~Section~~accordance ~~8(d)(i)~~with ~~below~~Article IX hereof.

~~“Transfer~~ARTICLE ~~Taxes” has the meaning set forth in Section 6(d)(iv) below.~~III

~~“WARN~~OBLIGATIONS ~~Act”~~OF ~~means~~THE ~~the Worker Adjustment and Retraining Notification Act of 1988, as amended.~~PARTIES

~~“Working~~Section Capital” means, with respect to the Company and its Subsidiaries, the current assets set forth on Exhibit A hereto minus the current liabilities set forth on Exhibit A hereto as at the Determination Time3. ~~Such~~1 Obligations ~~current~~of ~~assets and current liabilities shall be calculated in~~ the ~~same~~Manager ~~manner and using the same methodology set forth on Exhibit A hereto.~~

2(a)Subject always to the oversight and supervision of the Board of Directors of the Company and the terms and conditions of this Agreement, the Manager shall during the term of this Agreement (i) perform the Services as set forth in Section 3.~~Purchase~~1(b) below and ~~Sale~~(ii) comply with the provisions of ~~Shares;~~the ~~Treatment~~LLC Agreement, as amended from time to time, and the operational objectives and business plans of ~~Options~~the Company in existence from time to time. The Company shall promptly provide the Manager with all amendments to the LLC Agreement and all stated operational objectives and business plans of the Company approved by the Board of Directors of the Company and any other available information reasonably requested by the Manager.

(ab)~~Purchase~~Subject ~~and~~to ~~Sale~~Sections ~~of Shares~~3. On4 and ~~subject~~3.6 tohereof ~~the terms~~ and ~~conditions~~Article ~~of this Agreement~~VII, at the ~~Closing~~Manager ~~(i)~~agrees ~~Buyer will purchase~~ and ~~acquire~~covenants ~~from~~that ~~each~~it ~~Seller,~~shall ~~and~~perform ~~each~~the ~~Seller~~following ~~will~~services ~~sell,~~(as ~~convey,~~may ~~transfer,~~be ~~assign~~modified ~~and~~from ~~deliver~~time to ~~Buyer,~~time ~~all~~pursuant ofto ~~such Seller’s Shares for the consideration specified below in this~~ Section 23.5 ~~and~~hereof, ~~(ii)~~ the ~~Options shall be governed by Section 2(f~~“Services”) ~~below.~~:

(bi)~~Payment~~manage ofthe ~~Estimated~~Company’s ~~Purchase~~day-to-day ~~Price~~business and ~~Other~~operations, ~~Amounts~~including atmanaging ~~Closing.~~its liquidity and capital resources and causing the Company to comply with applicable law;

(ii)identify, ~~Buyer~~evaluate, ~~agrees~~manage, toperform ~~make~~due diligence on, negotiate and oversee the ~~following~~acquisitions ~~payments~~of attarget businesses by the ~~Closing:~~Company and any other assets of the Company;

(i)to Sellers’ Representative for the benefit of Sellers entitled thereto (other than the Optionholders with respect to their Options) an amount equal to the Estimated Purchase Price minus the Escrow Amount minus the aggregate Option Cancellation Payments, by wire transfer of immediately available funds to a bank account designated in writing to Buyer by Sellers’ Representative not later than three (3) days prior to the Closing; 6

(iiiii)toevaluate, ~~the~~manage, ~~Company~~negotiate ~~for~~and oversee the ~~benefit~~disposition of ~~the~~all ~~Optionholders~~or ~~entitled~~any ~~thereto,~~part of the ~~aggregate~~property ~~Option~~or ~~Cancellation~~assets ~~Payments, by wire transfer~~ of ~~immediately~~the ~~available~~Company, ~~funds~~including indispositions ~~accordance~~of ~~with~~all ~~wire~~or ~~instructions~~any ~~provided~~part byof ~~Sellers’ Representative not later than three (3) days prior to~~ the ~~Closing~~Company’s Subsidiaries;

(~~iii~~iv)toevaluate the ~~parties~~financial ~~specified~~and inoperational ~~writing~~performance byof ~~Sellers’~~any ~~Representative~~of ~~not later than three (3) days prior to~~ the ~~Closing,~~ Company’s ~~Transaction Expenses to be paid at Closing~~Subsidiaries, byincluding ~~wire~~monitoring ~~transfer~~the ofbusiness ~~immediately~~and ~~available~~operations ~~funds~~thereof, inand ~~accordance~~the ~~with~~financial ~~wire~~performance ~~instructions~~of ~~provided~~any byof ~~Sellers~~the Company’s ~~Representative~~other ~~in such writing~~assets;

(ivv)toprovide ~~the~~or ~~applicable~~second, ~~lenders~~as ~~pursuant~~determined tonecessary ~~payoff~~by ~~letters~~the ~~(in~~Manager ~~each~~and ~~case~~in ~~reasonably~~accordance ~~satisfactory~~with tothe ~~Buyer)~~terms ~~delivered~~and byconditions ~~such~~of ~~lenders~~this ~~prior~~Agreement toand the ~~Closing~~LLC Agreement, ~~the~~employees ~~Funded~~of ~~Indebtedness~~the Manager to beserve ~~paid~~as atexecutive ~~Closing~~officers or other employees of the Company or as members of the Company’s Board of Directors; and

(vvi)subject to the ~~Escrow~~other ~~Agent,~~provisions ~~the~~of ~~Escrow~~this ~~Amount~~Agreement, toperform beany ~~held~~other byservices ~~the~~for ~~Escrow~~and ~~Agent~~on inbehalf ~~accordance~~of ~~with~~ the ~~Escrow~~Company ~~Agreement,~~to bythe ~~wire~~extent ~~transfer~~that ofsuch ~~immediately~~services ~~available~~are ~~funds~~consistent inwith ~~accordance~~those ~~with~~that ~~wire~~are ~~instructions~~customarily ~~provided~~performed by the ~~Escrow~~executive ~~Agent~~officers ~~prior to the Closing. The Escrow Amount shall serve as security,~~ and aemployees ~~source~~ of ~~payment,~~a ~~for~~publicly ~~amounts~~listed ~~payable~~or toquoted ~~Buyer~~Person. ~~pursuant to Section 2(e), if any, and the Indemnity Escrow Amount shall serve~~

The foregoing Services shall include, but are not limited to, the following: (vi1) asestablishing ~~security,~~and maintaining books and arecords ~~source~~of the Company in accordance with customary practice and GAAP; (2) recommend to the Company’s Board of ~~payment~~Directors (x) the entry into credit facilities or other credit arrangements, ~~for~~structured ~~amounts~~financings ~~payable~~or toother ~~Buyer~~capital ~~pursuant~~market transactions to ~~Section~~the 8extent consistent with this Agreement, (by) changes or other modifications in the capital structure of the Company, including repurchases; (3) recommend to the Company’s Board of Directors the engagement of or, if approval is not otherwise required hereunder, engage agents, consultants or other third party service providers to the Company, including accountants, lawyers, registered investment advisers or experts, in each case, as may be necessary by the Company from time to time; (4) maintain the Company’s property and assets in the Ordinary Course of Business; (5) manage or oversee litigation, administrative or regulatory proceedings, investigations or any other reviews of the Company’s business or operations that may arise in the Ordinary Course of Business or otherwise, subject to the approval of the Company’s Board of Directors to the extent necessary in connection with the settlement, compromise, consent to the entry of an order or judgment or other agreement resolving any of the foregoing; (6) establish and maintain appropriate insurance policies with respect to the Company’s business and operations; (7) recommend to the Company’s Board of Directors the payment of dividends or other distributions on the equity interests of the Company; and (8) attend to the timely calculation and payment of taxes payable, and the filing of all taxes return due, by the Company.

~~Upon receipt of the payments set forth in Section 2~~(bc)~~(i),~~In ~~subject~~connection towith the ~~Sellers'~~performance ~~Representative’s Agreement, dated as~~ of ~~the~~its ~~date~~obligations ~~hereof,~~under ~~between~~this ~~Sellers’ Representative and Sellers (the “Representative’s~~ Agreement”), ~~Sellers’~~the ~~Representative~~Manager shall ~~remit~~be required to ~~each~~obtain ~~Seller~~authorization ~~(other~~and ~~than~~approval anof ~~Optionholder~~the ~~with respect to such Optionholder~~Company’s ~~Options)~~Board ~~the portion~~ of ~~the~~Directors ~~Distribution Amount allocated to such Seller~~ in accordance with ~~such~~the ~~Seller~~Company’s ~~Allocable~~internal ~~Portion. The~~policy ~~Estimated~~regarding ~~Purchase~~action ~~Price~~requiring ~~shall~~Board beof Directors ~~subject~~approval, toas ~~post-Closing~~otherwise ~~adjustment~~required asby ~~set~~any ~~forth~~such ~~below~~Board inof ~~Section~~Directors 2(eor any applicable committee thereof) (or the ~~Estimated~~Company’s ~~Purchase~~officers ~~Price~~or as sootherwise ~~adjusted,~~required ~~the~~by ~~“Purchase~~applicable ~~Price”)~~law.

(cd)~~Closing. The~~In ~~closing~~connection ofwith the ~~transactions~~performance ~~contemplated~~of ~~by this Agreement (~~the ~~“Closing”)~~Services ~~shall~~under ~~take~~this ~~place at the offices of Morrison Cohen LLP~~Agreement, ~~909 Third Avenue, New York, New York 10022 commencing at 9:00 a.m. local time on~~ the ~~second~~Manager ~~business~~shall ~~day~~have ~~following the satisfaction or waiver of~~ all ~~conditions~~necessary topower ~~the~~and ~~obligations~~authority ~~of the Parties~~ to ~~consummate~~perform, ~~the~~or ~~transactions~~cause ~~contemplated hereby (other than conditions with respect~~ to ~~actions~~be ~~the~~performed, ~~respective Parties will take at the Closing itself) or at~~ such ~~other~~Services ~~time or~~ on ~~such~~behalf other date or at such other place as Buyer and Sellers’ Representative may mutually determine (the day on which the Closing takes place being the “Closing Date”). All transactions contemplated by this Agreement to occur on or as of the ~~Closing Date will be deemed to have occurred simultaneously and to be effective as of 12:01 a~~Company.~~m.,~~ ~~Eastern Standard Time, on the Closing Date.~~

~~(d)Deliveries at Closing.~~7

(ie)In Atconnection with the ~~Closing,~~performance ~~each~~of ~~Seller~~its ~~will~~obligations ~~deliver~~under tothis ~~Buyer:~~Agreement, ~~(A)~~the ~~stock~~Manager ~~certificates~~is ~~representing~~not ~~all~~permitted ~~of such Seller’s Shares~~to, ifand ~~any,~~nothing ~~not~~in ~~previously~~this ~~delivered~~Agreement toshall require the ~~Sellers’~~Manager ~~Representative in accordance with Section 5(h)~~to, ~~endorsed~~engage in ~~blank~~any oractivities ~~accompanied~~that bywould ~~duly~~cause ~~executed~~the ~~assignment~~Company ~~documents;~~to ~~(B)~~become aan ~~properly~~"investment ~~executed~~company" ~~IRS~~as ~~Form~~defined ~~W-9;~~in ~~and~~Section 3(Ca)(1) ~~a non-foreign affidavit dated as~~ of the ~~Closing~~Investment ~~Date~~Company Act, ~~sworn~~or ~~under~~any ~~penalty~~successor ofprovision ~~perjury and in the form attached hereto as Exhibit E~~thereto.

(iif)While At the ~~Closing,~~Manager ~~Sellers’~~is ~~Representative~~providing ~~will~~the ~~deliver~~Services ~~(or~~under ~~cause~~this ~~to be delivered) to Buyer: (A) the Escrow~~ Agreement, ~~executed by Sellers’ Representative and~~ the ~~Escrow~~Manager ~~Agent;~~shall ~~(B)~~also abe ~~certificate~~permitted ofto ~~good~~provide ~~standing~~services, ~~(or~~including ~~equivalent~~services ~~certificate)~~similar ~~for~~to ~~each of~~ the ~~Company~~Services ~~and~~covered ~~each~~hereby, ~~Subsidiary~~to ~~for~~other ~~the jurisdiction of its organization~~Persons, ~~together~~including ~~with~~Affiliates ~~a certified copy~~ of the ~~certificate of organization (or equivalent organizational document) (and all amendments thereto) for each such entity~~Manager, inbut ~~each case issued by~~ the ~~applicable~~Manager ~~Secretary~~shall ofnot ~~State~~render asany ofservices ato ~~recent~~any ~~date;~~other ~~(C)~~Person ~~certified~~on ~~copies~~behalf of the ~~resolutions~~Company. ofThis ~~the~~Agreement ~~managers~~and ~~(or~~ the ~~applicable~~Manager’s ~~governing~~obligation ~~body)~~to ofprovide ~~each~~the ~~Seller~~Services ~~that~~under isthis Agreement shall not create an ~~individual~~exclusive ~~and~~relationship between the ~~Company,~~Manager ~~authorizing~~ and ~~approving~~its ~~the~~Affiliates, ~~consummation~~on of the ~~transactions~~one ~~contemplated~~hand, ~~by this Agreement;~~ and ~~(D) resignations of each director and officer of~~ the Company and its Subsidiaries, on the other.

~~(iii) At the Closing, Buyer will (A) make the payments required by~~ Section 3.2~~(b)~~ Obligations ~~above~~of ~~in accordance with Section 2(b); (B) deliver to Sellers’ Representative~~ the ~~Escrow~~Company

~~Agreement~~(a) The ~~executed~~Company byshall ~~Buyer~~do ~~and~~all ~~the~~things ~~Escrow~~reasonably ~~Agent;~~necessary ~~and~~on ~~(C)~~its ~~deliver~~part ~~certified~~as ~~resolutions~~requested ofby the ~~board~~Manager ofconsistent ~~directors~~with the terms of ~~Buyer~~this ~~authorizing~~Agreement ~~and~~to ~~approving~~enable the ~~consummation~~Company ofto ~~the~~fulfill ~~transactions~~its ~~contemplated~~obligations byunder this Agreement.

(ivb) The ~~At the Closing, the~~ Company ~~will~~shall ~~pay~~take ~~the~~reasonable ~~aggregate~~steps ~~Option Cancellation Payments pursuant~~ to ~~Section~~ensure ~~2(f)(ii) subject to Section 2(f)(iii).~~ that:

(ei)~~Adjustments~~its officers and employees act in accordance with the terms of this Agreement and the reasonable directions of the Manager in fulfilling the Manager’s obligations hereunder and allowing the Manager to exercise its powers and rights hereunder; and

(iii)~~Not later than three (3) days prior to~~ the ~~Closing,~~Company ~~Sellers’~~provide ~~Representative shall deliver~~ to ~~Buyer a written statement (~~the ~~“Closing~~Manager ~~Statement”)~~all ~~setting~~reports ~~forth Sellers’ estimate of~~ (A)including ~~Working~~monthly ~~Capital~~management asreports ofand ~~the~~all ~~Determination~~other ~~Time~~relevant ~~(“Estimated Working Capital”~~reports), ~~and~~which ~~(B) Cash as of~~ the ~~Determination~~Manager ~~Time~~may ~~(“Estimated~~reasonably ~~Cash”). Sellers’~~require ~~Representative~~and ~~shall prepare the Closing Statement in good faith in accordance with GAAP~~ on asuch ~~consistent~~dates ~~basis~~as ~~with that used in~~ the ~~preparation~~Manager ofmay ~~the~~reasonably ~~Financial Statements, but, in any event, with respect to Working Capital consistent with the methodology for calculating Working Capital set forth on Exhibit A hereto~~require.

(iic)As Without ~~soon~~the asprior iswritten ~~reasonably~~consent ~~practicable~~of ~~after~~ the ~~Closing Date~~Manager, ~~but not more than seventy-five (75) days after~~ the ~~Closing~~Company ~~Date, Buyer~~ shall ~~prepare~~not ~~and~~amend ~~deliver~~any toprovision ~~Sellers’ Representative a report (the “Adjustment Report”) showing in reasonable detail Buyer’s computation~~ of ~~(A) Working Capital as of~~ the ~~Determination~~LLC ~~Time,~~Agreement ~~and (B) Cash as of the Determination Time, which Adjustment Report shall be prepared in good faith in accordance with GAAP on a consistent basis with~~ that ~~used~~adversely ~~in the preparation of the Financial Statements~~affects, ~~but,~~either indirectly ~~any~~or ~~event~~indirectly, ~~with respect to Working Capital consistent with~~ the ~~methodology~~rights ~~for~~of ~~calculating Working Capital set forth in Exhibit A hereto. The Adjustment Report shall not be amended without~~ the ~~consent~~Manager (which consent shall not be unreasonably withheld or delayed) of Sellers’ Representative after it has been delivered to Sellers’ Representative other than to correct computational and other manifest errorshereunder.

(~~iii~~d)~~Within~~ The ~~thirty~~Company ~~(30)~~agrees ~~days~~that, ~~after~~in ~~receipt~~connection ofwith the ~~Adjustment~~performance ~~Report, Sellers’ Representative,~~ by ~~written notice to Buyer, may object to~~ the ~~computation~~Manager of ~~Working~~its ~~Capital~~obligations ~~and/or Cash as set forth in the Adjustment Report~~hereunder, ~~setting forth in such notice (~~the ~~“Objection~~Manager ~~Notice”)~~may ~~Sellers’~~recommend ~~Representative’s objection in reasonable detail~~ to ~~Buyer’s calculation of Working Capital and/or Cash, and Sellers’ Representative’s proposal with respect to~~ the ~~calculation of Working Capital and/or Cash. Within thirty (30) days following timely delivery of the Objection Notice~~Company, ~~Sellers’ Representative~~ and ~~Buyer~~may ~~shall~~engage ~~attempt,~~ in ~~good faith~~, totransactions ~~resolve~~with ~~all disputes between them concerning~~ any ~~matter~~of ~~set forth in~~ the ~~Objection Notice. If Buyer and Sellers~~Manager’s ~~Representative~~Affiliates; ~~cannot~~provided, ~~resolve~~that ~~such~~any ~~disputes within~~ such ~~thirty~~transactions ~~(30) day period, then (i) the matters in dispute~~ shall be ~~determined~~subject byto the ~~Independent~~authorization ~~Accountants,~~ and ~~(ii)~~approval ~~the Independent Accountants shall be engaged by Sellers’ Representative and Buyer within five (5) days after the later to occur~~ of the ~~expiration~~Company’s ofnominating ~~such thirty (30) day period~~ and ~~written~~corporate ~~notice~~governance ~~from either Sellers’ Representative or Buyer to the other of its desire to engage the Independent Accountants~~committee. ~~Promptly, but not later than thirty (30) days after acceptance of this appointment, the Independent Accountants shall determine (based solely on presentations by~~

~~Sellers’ Representative and Buyer to the Independent Accountants, and not by independent review~~(e) The ~~only~~Company ~~those~~shall ~~items~~maintain ~~in dispute and will render to Sellers’ Representative and Buyer~~ a ~~written~~Board ~~report as to its resolution~~ of ~~such~~Directors ~~terms~~consisting ~~and resulting calculations~~ of ~~Working Capital as of the Determination Time and/or Cash as of the Determination Time. In determining each disputed item, the Independent Accountants may not assign~~ a ~~value~~majority to such item greater than the greatest value for such item claimed by either Buyer or Sellers’ Representative or less than the lowest value for such item claimed by either Buyer or Sellers’ Representative. For the purposes of ~~the~~ Independent Accountants’ calculations, the amounts to be included shall be the amounts from the Adjustment Report as to items that are not in dispute, and the amounts determined by the Independent Accountants as to items from the Objection Notice that are submitted for resolution by the Independent AccountantsDirectors. Sellers’ Representative and Buyer shall cooperate with the Independent Accountants in making its determination and such determination shall be conclusive and binding upon the Parties. The fees and disbursements of the Independent Accountants shall be paid by Buyer, on the one hand, and Sellers, on the other hand, on an inversely proportional basis, based upon the relative difference between the amounts in dispute that have been submitted to the Independent Accountants and the Independent Accountants’ calculation of Working Capital as of the Determination Time and/or Cash as of the Determination Time. Solely by way of example, if Buyer claims in the Adjustment Report that Working Capital is $1,000,000, Sellers’ Representative claims in the Objection Notice that Working Capital is $1,500,000, and the Independent Accountants determines that Working Capital is $1,100,000, then Buyer shall pay 20% of the Independent Accountants’ fees and disbursements and Sellers shall pay 80% of the Independent Accountants’ fees and disbursements. Buyer and Sellers shall each pay their own fees and expenses related to such determination.

(ivf)~~Buyer~~ The ~~will make the work papers (including, without limitation, the work papers of its independent accountants and of the~~ Company’s ~~independent~~shall ~~accountants)~~take ~~and~~any ~~back up materials used in preparing the Adjustment Report~~ and ~~the~~all ~~books,~~actions ~~records~~necessary ~~and financial staff of the Company and its Subsidiaries available~~ to ~~Sellers’~~ensure ~~Representative~~that ~~and~~it ~~its~~does ~~accountants~~not ~~and~~become ~~other~~an ~~representatives~~“investment atcompany” ~~reasonable~~as ~~times~~defined ~~and~~in ~~upon~~Section ~~reasonable notice at any time during~~ 3(Aa) ~~the preparation by Buyer of the Adjustment Report,~~ (Bl) ~~the review by Sellers’ Representative~~ of the ~~Adjustment~~Investment ~~Report~~Company Act, ~~and~~or ~~(C) the period when~~ any ~~disputes~~successor ~~concerning~~provision ~~any matter set forth in the Objection Notice remain unresolved~~thereto.

(v)If Sellers’ Representative does not timely deliver an Objection Notice, then Sellers shall be deemed to have accepted the calculation of Working Capital as of the Determination Time and/or Cash as of the Determination Time, in each case as set forth in the Adjustment Report. The term “Final Working Capital” shall mean (x) Working Capital as of the Determination Time as set forth in the Adjustment Report if Sellers’ Representative accepts the Adjustment Report as delivered or does not timely deliver an Objection Notice, or (y) Working Capital as of the Determination Time as determined pursuant to Section ~~2(e)(iii) above, if Sellers’ Representative timely delivers an Objection Notice~~3. ~~The~~3 Acquisition ~~term~~and ~~“Final~~Disposition ~~Cash”~~Opportunities ~~shall mean (x) the Cash as of the Determination Time as set forth in the Adjustment Report if Sellers’ Representative accepts the Adjustment Report as delivered or does not timely deliver an~~

~~Objection Notice, or (y) the Cash as of the Determination Time as determined pursuant to Section 2(e)(iii) above, if Sellers’ Representative timely delivers an Objection Notice.~~ 8

(via)If The ~~Final~~Company ~~Working~~agrees ~~Capital~~that isthe ~~greater~~Manager ~~than~~shall ~~Estimated Working Capital~~have, ~~then~~and ~~the~~does ~~Estimated~~hereby ~~Purchase~~grant ~~Price~~to ~~shall be increased by~~ the ~~amount~~Manager, ofexclusive ~~such~~responsibility ~~difference. If~~for ~~Final~~reviewing ~~Working~~and ~~Capital~~making isrecommendations ~~less~~to ~~than Estimated Working Capital, then~~ the ~~Estimated~~Company’s ~~Purchase~~Board ~~Price~~of ~~shall~~Directors bewith ~~decreased~~respect byto ~~the~~acquisition ~~amount~~and disposition of ~~such difference~~opportunities. IfIn ~~Final~~the ~~Cash~~event isthat ~~greater~~any ~~than~~such ~~Estimated~~opportunity ~~Cash,~~is ~~then~~not ~~the~~originated ~~Estimated Purchase Price shall be increased~~ by the ~~amount~~Manager, ofthe ~~such~~Company’s ~~difference. If~~Board ~~Final~~of ~~Cash~~Directors isshall ~~less~~seek ~~than~~a ~~Estimated~~recommendation ~~Cash,~~from ~~then~~ the ~~Estimated~~Manager ~~Purchase~~prior ~~Price~~to ~~shall~~making beany ~~decreased~~decision byconcerning ~~the amount of~~ such ~~difference~~opportunity.

(~~vii~~b)If In the ~~Purchase~~case ~~Price~~of ~~(as~~any ~~finally~~acquisition ~~determined~~or indisposition ~~accordance~~opportunity ~~with~~that ~~this~~involves ~~Section~~an ~~2(e))~~Affiliate isof ~~greater than~~ the ~~Estimated Purchase Price~~Manager, ~~then Buyer shall pay to Sellers’ Representative and~~ the Company ~~such difference, in such proportion as Sellers~~’ ~~Representative shall advise Buyer in writing, within five (5) days after the Purchase Price is finally determined. Subject to the Representative’~~s ~~Agreement,~~nominating (A) each Seller (other than an Optionholder with respect to such Optionholder’s Options) shall be entitled to receive from Sellers’ Representative such Seller’s Post-Closing Allocable Portion of such payment from Buyer and ~~(B)~~corporate ~~each~~governance ~~Optionholder~~committee shall be ~~entitled~~required to ~~receive~~authorize with respect to such Optionholder’s Options from the Company through payroll as set forth in Section 2(f)(ii), such Optionholder’s Post-Closing Allocable Portion of such payment from Buyer. In addition, within five (5) days after the Purchase Price is finally determined, Buyer and ~~the~~approve ~~Sellers’ Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to (A) the Sellers’ Representative~~ such portion of the Adjustment Escrow Amount as is allocable to the Sellers, other than Optionholders with respect to their Options, for further payment in accordance with the Representative’s Agreement to each Seller (other than an Optionholder with respect to such Optionholder’s Options), who shall be entitled to receive from Sellers’ Representative such Seller’s Post-Closing Allocable Portion of such payment and (B) the Company the balance of the Adjustment Escrow Amount for further payment by the Company to each Optionholder in accordance with each Optionholder’s Post-Closing Allocable Portion through payroll as set forth in Section 2(f)(ii)transaction.

(~~viii~~c)If The ~~the~~Manager ~~Purchase~~shall ~~Price~~review ~~(as~~each ~~finally~~acquisition ~~determined~~or indisposition ~~accordance~~opportunity ~~with~~presented ~~this~~to ~~Section 2(e)) is less than~~ the ~~Estimated~~Manager ~~Purchase~~to ~~Price (the difference between the two~~determine, ~~the~~in ~~“Adjustment~~its ~~Amount”),~~sole ~~then~~discretion, ~~within five (5) days after the Purchase Price is finally determined: (A)~~ if ~~the~~such ~~Adjustment~~acquisition ~~Amount~~or ~~exceeds~~disposition ~~the~~opportunity ~~Adjustment~~satisfies ~~Escrow Amount, (1) Buyer and~~ the ~~Sellers~~Company’s ~~Representative~~acquisition ~~shall~~criteria, ~~deliver~~as ~~joint~~established ~~written~~by ~~instructions to~~ the ~~Escrow Agent instructing the Escrow Agent to disburse to Buyer the entire Adjustment Escrow Amount, and (2) each Seller shall pay to Buyer such Seller~~Company’s ~~Post-Closing~~Board ~~Allocable Portion~~ of ~~the~~Directors ~~difference~~from ~~between~~time ~~the~~to ~~Adjustment~~time. ~~Amount~~If ~~and~~ the ~~Adjustment~~Manager ~~Escrow Amount (provided~~determines, ~~however,~~in ~~that~~its ~~Buyer~~sole ~~shall have the option~~discretion, ~~upon~~if ~~written~~such ~~notice~~an toopportunity ~~Sellers’~~satisfies ~~Representative, to have some or all of~~ such ~~difference~~criteria, ~~between~~ the ~~Adjustment~~Manager ~~Amount~~shall ~~and~~refer ~~the~~such ~~Adjustment~~opportunity ~~Escrow Amount paid~~ to ~~Buyer from~~ the ~~Indemnity Escrow Amount, in which case Buyer and the Sellers~~Company’s ~~Representative~~Board ~~shall, promptly upon the Sellers’ Representatives receipt~~ of ~~such~~Directors ~~notice,~~for ~~deliver~~its ~~joint~~authorization ~~written~~and ~~instructions~~approval toprior ~~the Escrow Agent instructing the Escrow Agent~~ to ~~disburse~~any toconsummation ~~Buyer~~thereof. ~~such amount~~

~~from the Indemnification Escrow Amount), and~~ (Bd) In if the ~~Adjustment~~event ~~Amount~~that isan ~~less~~acquisition ~~than~~opportunity ~~the~~is ~~Adjustment~~referred ~~Escrow~~to ~~Amount, Buyer and~~ the ~~Sellers~~Company’s ~~Representative~~Board ~~shall~~of ~~deliver~~Directors ~~joint~~by ~~written instructions to~~ the ~~Escrow~~Manager ~~Agent instructing the Escrow Agent to disburse to Buyer the Adjustment Amount~~ and ~~release~~ the ~~remaining~~Company’s ~~portion~~Board of ~~the~~Directors ~~Adjustment~~determines ~~Escrow~~not ~~Amount~~ to ~~(1)~~promptly ~~the~~pursue ~~Sellers’ Representative~~ such ~~portion~~opportunity ofin ~~such~~whole ~~remaining~~or ~~portion as is allocable to the Sellers, other than Optionholders with respect to their Options, for further payment~~ in ~~accordance with the Representative’s Agreement to each Seller (other than an Optionholder with respect to such Optionholder’s Options)~~part, ~~who~~any ~~shall~~part ~~be entitled to receive from Sellers’ Representative such Seller’s Post-Closing Allocable Portion~~ of such ~~payment~~opportunity ~~and~~that ~~(2)~~ the Company ~~the~~does ~~balance~~not ofpromptly ~~the~~pursue ~~Adjustment~~may ~~Escrow~~be ~~Amount~~pursued ~~(remaining~~by ~~after~~the ~~such~~Manager ~~release~~or tomay ~~Sellers’~~be ~~Representative)~~referred ~~for further payment~~ by the ~~Company~~Manager to ~~each~~any ~~Optionholder~~Person, inincluding ~~accordance~~Affiliates ~~with~~of ~~each~~the ~~Optionholder’s~~Manager, ~~Post-Closing~~in ~~Allocable~~the ~~Portion~~sole ~~through~~discretion ~~payroll~~of asthe ~~set forth in Section 2(f)(ii)~~Manager.

~~(f)Cancellation~~Section of3.4 Offsetting ~~Options~~Management Services

~~(i)At~~Notwithstanding anything else to the ~~Closing~~contrary herein, bythe ~~virtue~~Company ofagrees that the ~~Closing~~Manager ~~and~~may, ~~without~~at any ~~action~~time, onenter into management services agreements with any one or more of the ~~part~~Subsidiaries of the Company or(“Offsetting ~~any~~Management ~~Optionholder~~Services Agreement”), ~~each~~including ~~outstanding~~by ~~Option~~assignment ~~shall~~thereof, berelating ~~cancelled~~to ~~and~~the ~~each~~performance ~~Optionholder~~by ~~shall~~the ~~have~~Manager ~~the~~of ~~right~~management toservices ~~receive~~for ~~from~~such Subsidiaries of the Company ~~pursuant~~that may or may not be similar to ~~Section~~Services 2to be provided hereunder (f“Offsetting Management Services”)~~(ii)~~; ~~below~~provided, inthat ~~exchange~~such ~~for~~Offsetting ~~such~~Management ~~cancellation~~Services ~~(A)~~Agreement ashall ~~single~~be ~~lump~~designated ~~sum~~as ~~cash~~such ~~payment~~therein; ~~equal~~provided, tofurther, ~~such~~that ~~Optionholder’s~~any ~~Allocable~~Offsetting ~~Portion~~Management Services provided to a Subsidiary of the ~~Distribution~~Company ~~Amount~~pursuant ~~with~~to ~~respect~~an Offsetting Management Services Agreement shall not be deemed to ~~such~~be ~~Optionholder’s~~Services ~~Options~~provided ~~less~~hereunder. ~~the~~Any ~~aggregate~~fee ~~Exercise~~to ~~Price~~be ~~for~~paid pursuant to such ~~Options~~an ~~(the~~Offsetting Management Services Agreement (“~~Option~~Offsetting ~~Cancellation~~Management ~~Payment~~Fee”), ~~(B)~~shall be paid directly by the ~~right~~relevant Subsidiary of the Company to ~~receive~~the ~~such~~Manager ~~Optionholder’s~~and ~~Post-Closing~~shall ~~Allocable~~not ~~Portion~~be deemed an obligation of ~~any~~the ~~additional~~Company. ~~Purchase~~Notwithstanding ~~Price~~anything ~~pursuant~~else to ~~Section~~the ~~2(e)(vii)~~contrary in any Offsetting Management Services Agreement, ~~(C)~~the Parties hereto agree that the ~~right~~aggregate amount of all Offsetting Management Fees to ~~receive~~be ~~such~~paid ~~Optionholder’s~~by ~~Post-Closing~~all ~~Allocable~~of ~~Portion~~the Subsidiaries of the Company with respect to any ~~remaining~~Fiscal ~~portion~~Quarter shall not exceed the aggregate amount of the ~~Adjustment~~Management ~~Escrow~~Fee ~~Amount~~calculated ~~pursuant~~with respect to ~~Section~~such ~~2(e)(vii)~~Fiscal orQuarter; ~~Section 2(e)(viii)(B)(2)~~provided, ~~(D)~~that if the ~~right~~aggregate amount of all Offsetting Management Fees to ~~receive~~be ~~such~~paid ~~Optionholder’s~~by ~~Post-Closing~~all ~~Allocable~~of ~~Portion~~the Subsidiaries of the Company with respect to any ~~payments~~Fiscal ~~pursuant~~Quarter exceed the aggregate amount of Management Fee calculated with respect to ~~Section~~such ~~6(d)(iii)~~Fiscal ~~and/or~~Quarter, ~~Section~~then ~~6(d)(vi)~~the ~~and~~Manager ~~(E)~~agrees that it shall reduce, on a pro rata basis, the ~~right~~Offsetting Management Fees to ~~receive~~be ~~such~~paid ~~Optionholder’s~~by ~~Post-Closing~~each ~~Allocable~~of ~~Portion~~the Subsidiaries of the ~~Indemnity~~Company ~~Escrow~~under ~~Amount~~each ~~released~~of ~~from~~the ~~escrow~~Offsetting ~~pursuant~~Management Agreements, determined by reference to ~~Section~~the ~~8(h)(ii)(B).~~Adjusted

(ii)Each Optionholder shall receive (x) at the Closing, such Optionholder’s Option Cancellation Payment from the Company through the Company’s payroll system and (y) promptly after the Company has received such funds, the amount to which such Optionholder is entitled pursuant to Section 2(e)(vii), Section 2(e)(viii)(B)(2), Section 6(d)(iii), Section 6(d)(vi), and Section 8(h)(ii)(B) in respect of such Optionholder’s Options through the Company’s payroll system. The Company shall deduct and withhold, or cause to be deducted and withheld, from such Option Cancellation Payment and the payments to be made pursuant to Section 2(e)(vii), Section 2(e)(viii)(B)(2), Section 6(d)(iii), Section 6(d)(vi) and Section 8(h)(ii)(B) such amounts as are required to be deducted and withheld with respect to such payments, in each case under the Code, or any provision of applicable U.S. federal, state, local or foreign Tax Laws, including the employee’s share of FICA taxes and any applicable state, local or foreign payroll Taxes normally imposed on an employee with respect to compensation. To the extent that such amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Optionholders in respect of which such deduction and withholding was made. For the avoidance of doubt, 9

Net Assets of each of the ~~Option~~Subsidiaries ~~Cancellation~~of ~~Payments~~the ~~(A)~~Company, ~~shall~~until the aggregate amount of all Offsetting Management Fees to be ~~deemed~~paid ~~made~~by onall of the ~~Closing~~Subsidiaries ~~Date~~of the Company with respect to any Fiscal Quarter does not exceed the aggregate amount of Management Fee calculated with respect to such Fiscal Quarter, and provided further that beginning for the 2007 Fiscal Year if the aggregate amount of all Offsetting Management Fees to be paid by all of the Subsidiaries of the Company with respect to any ~~corresponding~~Fiscal ~~Tax~~Year ~~deductions~~exceed the Limitation Amount with respect to such Fiscal Year, then the Manager agrees that it shall reduce, on a pro rota basis, the Offsetting Management Fees to be ~~allocated~~paid by each of the Subsidiaries of the Company under each of the Offsetting Management Agreements, determined by reference to the ~~taxable~~Adjusted ~~period~~Net ~~(or~~Assets ~~portion~~of ~~thereof)~~each ~~ending~~of onthe Subsidiaries of the ~~Closing~~Company, ~~Date~~until ~~and~~the aggregate amount of all Offsetting Management Fees to be paid by all of the Subsidiaries of the Company with respect to any Fiscal Year does not exceed the Limitation Amount with respect to such Fiscal Year. If following the close of any Fiscal Year it is determined that the amount of Offsetting Management Fees paid to the Manager with respect to such Fiscal Year exceeded the Limitation Amount, such excess shall be promptly returned by the Manager to the Subsidiaries in the same proportion that the Offsetting Management Fees would have been reduced pursuant to the provisions of this Section. Each such Offsetting Management Services Agreement shall be terminable, without penalty (Bincluding a termination fee), by the relevant Subsidiary of the Company upon 30 days prior written notice. Entry into an Offsetting Management Services Agreement by any Subsidiary of the Company shall not be ~~includible~~subject into ~~each~~authorization ~~Optionholder~~and approval of the Company’s ~~income~~nominating onand ~~the~~corporate ~~Closing~~governance ~~Date~~committee.

~~(iii)At~~Section ~~least~~3.5 Change ~~three~~of ~~Business~~Services Days before the Closing, the Company shall contact, and provide all necessary information (including any updated information as it becomes available within the three Business Day period before the Closing) to, its payroll service provider to set-up a special payroll for the Option Cancellation Payments to enable such payroll service provider to automatically pay the Option Cancellation Payments on the Closing Date once the Buyer has funded the aggregate Option Cancellation Payments in accordance with Section 2(b)(ii).

(ga)~~Sellers’~~ The ~~Representative~~Company and the Manager shall have the right at any time during the term of this Agreement to change the Services provided by the Manager and such changes shall in no way otherwise affect the rights or obligations of any Party hereunder.

(ib)As Any ~~the~~change ~~representative~~in ofthe ~~Sellers,~~Services ~~Sellers’ Representative~~ shall ~~act~~be asauthorized ~~the~~in ~~agent~~writing ~~for Sellers~~ and ~~shall~~evidenced ~~have~~by ~~authority~~an amendment to ~~bind each Seller in accordance with~~ this Agreement, ~~the~~as ~~Representative’s~~provided ~~Agreement~~in ~~and~~Section ~~the~~13.9 ~~Escrow Agreement~~hereof. ~~Buyer~~ ~~may~~Unless ~~rely~~otherwise onagreed ~~such~~in ~~appointment~~writing, ~~and authority until receipt of notice of~~ the ~~appointment~~provisions of athis ~~successor~~Agreement ~~Sellers’~~shall ~~Representative~~apply ~~upon~~to ~~thirty~~all ~~(30)~~changes ~~days~~in ~~prior~~the ~~written notice to Buyer~~Services.

(ii)Sellers’ Representative, in its capacity as Sellers’ Representative, shall have no liability to Buyer for any default under this Agreement or the Escrow Agreement by any Seller, including any default under Section ~~2(d)~~3.6 Integration Services

(~~iii~~a)~~The~~ Notwithstanding ~~decision~~anything ofelse ~~each~~to ~~Seller~~the tocontrary ~~sell~~herein, the ~~Shares~~Company ~~(or~~agrees ~~Options,~~that as the ~~case~~Manager may, ~~be)~~at ~~pursuant~~any totime, ~~this~~enter ~~Agreement~~into ~~has~~services ~~been~~agreements ~~made~~with byone ~~such~~or ~~Seller~~more ~~independently~~ of ~~any~~its ~~other~~Subsidiaries ~~Seller~~(“Integration ~~and~~Services ~~independently~~Agreements”) ofrelating ~~any~~to ~~information,~~the ~~materials,~~performance ~~statements~~by orthe ~~opinions~~Manager asof additional services for such Subsidiary to integrate the ~~terms~~Subsidiary’s ~~and~~financial ~~conditions~~reporting, ofcomputer ~~this~~systems, ~~Agreement~~and decision making and ~~any~~management ~~Ancillary~~processes ~~Agreement~~into ~~that~~the ~~may~~Company’s ~~have~~operations, ~~been~~which ~~made~~may or ~~given~~may bynot ~~Sellers’~~be ~~Representative~~similar to Services to be provided hereunder, ~~any~~following ~~other~~the ~~Seller~~acquisition orof bytarget ~~any~~businesses ~~agent,~~by ~~employee~~the Company or ~~other~~the ~~representative~~Company’s ofSubsidiaries ~~Sellers’~~(“Integration ~~Representative~~Services”); provided, orthat ~~any~~such ~~other~~Integration ~~Seller,~~Services ~~and~~Agreement ~~neither~~shall ~~Sellers’~~be ~~Representative~~designated ~~nor~~as ~~any~~such ~~Seller~~therein; orprovided, further, that any ofIntegration ~~their~~Services ~~respective~~provided ~~agents,~~to ~~employees~~the orCompany’s ~~other~~Subsidiaries ~~representatives~~pursuant to Integration Services Agreements shall ~~have~~not ~~any~~be ~~liability~~deemed to ~~any~~be ~~other~~Services ~~Seller~~provided ~~(or~~hereunder. ~~any~~The ~~Person)~~Manager ~~relating~~shall tocontract orfor ~~arising~~the ~~from~~performance ~~any~~of such ~~information,~~Integration ~~materials,~~Services ~~statement~~on ormarket ~~opinions,~~terms ~~except~~and asconditions. ~~expressly~~Entry ~~provided~~into inan aIntegration ~~written~~Services ~~agreement,~~Agreement ifshall ~~any~~be subject to the authorization and approval of the Company’s nominating and corporate governance committee, ~~between~~and orthe ~~among~~Company’s ~~Sellers.~~nominating

(h)Notwithstanding any other provision of this Agreement, the Buyer and the Company shall be entitled to (i) deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to the Sellers such amounts as may be required to be deducted or withheld therefrom under any provision of federal, state, local or foreign Tax Law, provided, however, that, the Buyer or the Company, as applicable, shall notify the Sellers’ Representative at least fourteen (14) days prior to making such deduction and withholding and that the Buyer or the Company, as applicable, and the Sellers’ Representative shall attempt to resolve any dispute relating to whether Tax Law requires the deduction and withholding to be made subject to the dispute resolution procedures of Section 6(d)(viii); and (ii) request and be 10

~~provided~~and ~~with~~corporate governance committee shall have the right to take whatever measures they deem prudent to confirm the market terms of any ~~necessary~~Integration ~~Tax~~Services ~~forms,~~Agreement. ~~including~~Any ~~IRS~~fee ~~Form~~to ~~W-9~~be orpaid pursuant to an Integration Services Agreement (the ~~appropriate~~“Integration ~~version~~Fee”) shall be paid by the relevant Subsidiary of ~~IRS~~the ~~Form~~Company ~~W-8,~~that asis ~~applicable,~~a orparty ~~any~~to ~~similar~~the ~~information~~corresponding orIntegration ~~documents.~~Services ToAgreement directly to the ~~extent~~Manager. ~~such~~Integration ~~amounts~~Fees are sonot ~~deducted~~Offsetting orManagement ~~withheld~~Fees and ~~paid~~shall ~~over~~not tohave the ~~appropriate~~effect ~~Taxing~~of ~~Authority,~~Offsetting ~~such~~Management ~~amounts~~Fees ~~shall~~as beprovided ~~treated~~herein. Any Integration Services Agreement may also provide for ~~all~~the ~~purposes~~reimbursement ~~under~~of ~~this~~costs ~~Agreement~~and asexpenses ~~having~~of ~~been~~the ~~paid~~Manager toin the ~~Seller~~performance toof ~~whom~~any ~~such~~Integration ~~amounts~~Services, ~~otherwise~~including ~~would~~costs ~~have~~and ~~been~~expenses ~~paid~~referenced in Section 7.2(b)(iii) hereof.

Section 3.~~Representations~~7 License ~~and Warranties Concerning Transaction.~~

(a)~~Sellers’~~ The ~~Representations~~Manager ~~and~~hereby ~~Warranties. Subject~~grants to the ~~information~~Company, ~~set~~subject ~~forth~~to inthe ~~Schedule~~terms IIand ~~attached~~conditions ~~hereto~~of this Agreement, ~~each~~a ~~Seller~~non-exclusive, ~~solely~~royalty-free asright to ~~such~~use ~~Seller,~~the ~~represents~~following ~~and~~trademarked ~~warrants~~names to(“Manager ~~Buyer~~Marks”) asin ofconnection ~~the~~with ~~date~~its ~~hereof~~business and operations or as ~~follows:~~may be required to comply with applicable law;

(i)~~Organization~~ Compass ofDiversified ~~Certain~~Trust ~~Sellers. Such Seller (if a corporation or other entity) is duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation (or other formation).~~

(ii)~~Authorization~~ Compass ofGroup ~~Transaction.~~Diversified Such Seller has full power and authority (including full corporate or other entity power and authority, if such Seller is an entity) to execute and deliver this Agreement and to perform such Seller’s obligations hereunder. This Agreement constitutes the valid and legally binding obligation of such Seller, enforceable in accordance with its terms and conditions, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights generally and equitable principles. Such Seller is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Entity or other Person in order to consummate the transactions contemplated by this Agreement, other than (A) compliance with and filings and notices under applicable Environmental, Health and Safety Requirements, (B) those that may be required solely by reason of Buyer being the buyer of the Shares, and (C) those that are not material, individually or in the aggregate. If such Seller is an entity, the execution, delivery and performance of this Agreement and all other agreements contemplated hereby to which such Seller is a party have been duly authorized by such Seller.Holdings

(iii)~~Noncontravention~~ www. The execution, delivery and performance of this Agreement by such Seller and, at Closing, each Ancillary Agreement to which it is a party and the consummation of the transactions contemplated hereby, will not (A) if such Seller is an entity, violate any provision of its Governing Documents, (B) violate any Law, Order, or other restriction of any Governmental Entity to which such Seller is subject, (C) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material Contract or other arrangement to which such Seller is a party or by which such Seller is bound or to which any of such Seller’s assets is subject, or (D) result in the imposition or creation of a Lien upon or with respect to such Seller’s Sharescompassdiversifiedtrust.com

(iv)~~Brokers’ Fees~~ www. Such Seller has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement, other than the fees or commissions of Houlihan Lokey Capital, Inccompasstrust.com

~~(v)Shares;~~Notwithstanding ~~Options. Such~~the ~~Seller~~foregoing, ~~holds of record and owns beneficially~~ the ~~number~~Company ofshall ~~Shares~~be ~~and/or~~permitted ~~Options~~to ~~set forth opposite such Seller’s name in Section 4~~(bi) ofsublicense the ~~Disclosure Schedule~~use, ~~free~~on ~~and clear of~~ any ~~restrictions~~terms onand ~~transfer~~conditions ~~(other~~consistent ~~than~~and ~~restrictions~~coextensive ~~under~~with ~~the~~this ~~Securities~~Section ~~Act~~3.7, ~~state~~of ~~securities~~any ~~laws,~~of the ~~Company~~Manager ~~Stockholders’~~Marks ~~Agreement,~~to the ~~Stock~~Trust ~~Plan,~~to ~~and~~use ~~the~~in ~~related~~connection ~~equity~~with ~~award~~its ~~agreements,~~business inand ~~each~~operations ~~case,~~or as ~~applicable),~~may ~~taxes,~~be ~~Liens,~~required ~~options,~~to ~~warrants,~~comply ~~purchase~~with ~~rights,~~applicable ~~contracts,~~law ~~commitments, equities, claims,~~ and ~~demands. Such~~(ii) ~~Seller~~sublicense isthe ~~not~~use, aon ~~party to~~ any ~~option,~~terms ~~warrant,~~and ~~purchase~~conditions ~~right,~~consistent orand ~~other~~co-extensive ~~contract~~with orthis ~~commitment~~Section ~~that~~3.7. ~~could require such Seller to sell, transfer, or otherwise dispose~~ of any ~~equity securities~~ of the ~~Company~~Manager orMarks to any of ~~its Subsidiaries (other than this Agreement and~~ the Company ~~Stockholders~~’s ~~Agreement). Such~~Subsidiaries ~~Seller~~to isuse ~~not~~in aconnection ~~party~~with toits ~~any~~business ~~voting~~and ~~trust,~~operations ~~proxy,~~ or ~~other~~as ~~agreement~~may orbe ~~understanding~~required ~~with respect~~ to ~~the~~comply ~~voting~~with ofapplicable ~~any equity securities of the Company or any of its Subsidiaries~~law.

(b)~~Buyer’s~~ The ~~Representations~~Company ~~and~~agrees ~~Warranties. Subject~~ to notify the ~~information~~Manager ~~set~~promptly ~~forth~~upon innotice ~~Schedule~~of(a) ~~III~~any ~~attached~~conflicting ~~hereto~~uses of, ~~Buyer~~or ~~represents~~any ~~and~~applications ~~warrants~~of toor ~~Sellers~~registrations asfor, a trademark, service mark or logo that may conflict with the Manager Marks, (b) any acts of infringement or unfair competition involving the ~~date~~Manager ~~hereof~~Marks asor ~~follows:~~(c) any allegations that the use of the Manager Marks by the Company or any of its Affiliates infringe upon the trademark or service mark or other rights, including without limitation, rights relating to unfair competition of any other Person.

(ic)~~Organization~~ The ofManager ~~Buyer~~shall have the sole right to initiate any opposition, cancellation or infringement proceedings necessary to enforce the Manager Marks. ~~Buyer~~ isThe Manager shall have the right to include the Company or its Affiliates as a ~~corporation~~party ~~duly~~in ~~organized,~~any ~~validly~~such ~~existing~~enforcement proceedings where necessary, and the Company agrees to join in ~~good~~such ~~standing~~proceedings, ~~under~~at the ~~Laws~~Manager’s sole cost and expense as a voluntary plaintiff or claimant upon request of the ~~jurisdiction~~Manager, ofand ~~its~~the ~~incorporation~~Company ~~(or~~shall ~~other~~cooperate ~~formation)~~with the Manager in such proceedings, at the Manager’s sole cost and expense. The Manager shall have the sole right to control and settle any such proceedings.

(ii)Authorization of Transaction. Buyer has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and equitable principles. Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Entity or other Person in order to consummate the transactions contemplated by this Agreement, other than (A) compliance with and filings and notices under applicable Environmental, Health and Safety Requirements, (B) those that may be required solely by reason of Sellers being the sellers of the Shares, and (C) those that are not material, individually or in the aggregate. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby to which Buyer is a party have been duly authorized by Buyer.11

~~(iii)Noncontravention. The~~ARTICLE execution, delivery and performance of this Agreement by Buyer and, at Closing, each Ancillary Agreement to which it is a party and the consummation of the transactions contemplated hereby, will not (A) violate any provision of its Governing Documents, (B) violate any Law, Order, or other restriction of any Governmental Entity to which Buyer is subject or (C) conflict with, result in a breach of, constitute a default IV

~~under,~~POWERS ~~result~~OF inTHE the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any Contract or other arrangement to which Buyer is a party or by which it is bound or to which any of its assets is subject.MANAGER

~~(iv)Brokers’~~Section ~~Fees~~4. ~~Buyer~~1 Powers ~~has~~of ~~no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to~~ the ~~transactions~~Manager ~~contemplated by this Agreement.~~

(vg)~~Investment. Buyer~~The isManager ~~not~~shall ~~acquiring~~have ~~the~~no ~~Shares~~power ~~with a view~~ to orenter ~~for~~into ~~sale in connection with~~ any ~~distribution~~contract ~~thereof~~for ~~within~~or ~~the~~on ~~meaning~~behalf of the ~~Securities~~Company ~~Act. Buyer~~or ~~acknowledges~~otherwise ~~that~~subject ~~the~~it ~~Shares~~to ~~are not registered under the Securities Act, or~~ any ~~state securities laws~~obligation, ~~and~~such ~~that~~power ~~the~~to ~~Shares may not~~ be ~~transferred~~the orsole ~~sold~~right ~~except~~and ~~pursuant~~obligation ~~to the registration provisions~~ of the ~~Securities~~Company, ~~Act~~acting orthrough ~~pursuant~~its toBoard anof ~~applicable~~Directors ~~exemption therefrom~~ and/or ~~subject~~the toCompany ~~state securities laws and regulations, as applicable~~Officers.

(vih)~~Availability~~Subject ofto ~~Funds~~Section 4. ~~Buyer~~2 ~~has~~and ~~cash~~for ~~available~~purposes orother ~~has~~than ~~existing~~to ~~borrowing~~delegate ~~facilities~~its orduties ~~firm~~and ~~financing~~powers ~~commitments that together are sufficient~~ to ~~enable~~perform itthe toServices ~~pay~~hereunder, the ~~Estimated~~Manager ~~Purchase~~shall ~~Price~~have ~~and~~ the ~~Purchase~~power ~~Price and~~ to ~~consummate~~engage ~~the~~any ~~transactions~~agents ~~contemplated~~(including byreal ~~this~~estate ~~Agreement. Any~~agents ~~such~~and ~~facilities~~managing oragents), ~~commitments~~valuers, ~~are~~contractors ~~available~~and asadvisors of(including ~~the~~accounting, ~~date~~financial, ~~hereof~~tax ~~for~~and ~~purposes~~legal ofadvisors) ~~consummating~~that ~~the~~it ~~transactions~~deems ~~contemplated~~necessary byor ~~this~~desirable ~~Agreement~~in ~~and~~connection ~~are~~with ~~not~~the ~~subject~~performance toof ~~further~~its ~~due~~obligations ~~diligence~~hereunder, orwhich ~~any~~costs ~~other~~therefor ~~contingency~~shall ~~whatsoever. True~~be ~~and~~subject ~~correct~~to ~~copies~~reimbursement ofin ~~any~~accordance ~~such~~with ~~facilities~~Section ~~and~~7.2 ~~commitments have been provided by Buyer to Sellers’ Representative~~hereto.

~~(vii)No~~Section ~~Reliance; Independent Investigation~~4.2 Delegation

~~(A)In~~The ~~connection~~Manager ~~with~~may ~~entering~~delegate ~~into~~or ~~this Agreement and each other Ancillary Agreement to which Buyer is a party, Buyer hereby represents that~~appoint: ~~(i)~~ none of Sellers, the Company or any of the Company’s Subsidiaries is acting as a fiduciary or financial or investment adviser to Buyer; (ii) Buyer is not relying (for purposes of entering into this Agreement or otherwise) upon any advice, counsel or representations (whether written or oral) of Sellers, the Company or any of the Company’s Subsidiaries, other than the express representations and warranties made by Sellers and the Company in this Agreement and each Ancillary Agreement; (iii) Buyer consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisers to the extent it has deemed necessary, and it has made its own decisions with respect to entering into this Agreement based upon its own judgment and upon any advice from such advisers it has deemed necessary and not upon any view expressed by Sellers, the Company or any of the Company’s Subsidiaries; (iv) Buyer is entering into and/or delivering this Agreement and each Ancillary Agreement with a full understanding of all the terms, conditions and risks hereof and thereof (economic and otherwise), and it is capable of and willing to assume (financially and otherwise) those risks; and (v) Buyer is a sophisticated entity familiar with transactions similar to those contemplated by this Agreement and any Ancillary Agreement.

(Ba)~~Buyer~~ Any acknowledges that it and its representatives and agents and counsel have been permitted full and complete access to the books and records, facilities, equipment, Tax Returns, all contracts, insurance policies (or summaries thereof) and other properties and assets of ~~the Company and~~ its ~~Subsidiaries~~Affiliates ~~that~~as ~~it and~~ its ~~representatives~~agent, ~~agents~~at ~~and~~its ~~counsel~~own ~~have~~cost ~~desired or requested to see~~ and~~/or~~ ~~review~~expense, ~~and that it and its representatives, agents and counsel have had a full opportunity~~ to ~~meet~~perform ~~with~~any ~~the~~or ~~officers~~all ~~and knowledgeable employees~~ of the ~~Company~~Services ~~and~~hereunder; ~~its~~or ~~Subsidiaries to discuss the business of the Company and its Subsidiaries.~~

(Cb)~~Buyer~~ Any ~~understands~~other ~~that Sellers~~Person, whether or not an Affiliate of the ~~Company~~Manager, ~~and~~as ~~their~~its ~~counsel~~agent, ~~will~~at ~~rely~~its onown ~~the~~cost ~~accuracy~~ and ~~truth~~expense, ofto ~~the~~perform ~~foregoing~~those ~~representations~~Services ~~set~~hereunder ~~forth~~which, in ~~this~~the ~~Section~~sole ~~3(b)(vii)~~discretion of the Manager, ~~and~~are ~~Buyer~~not ~~hereby~~critical ~~consents~~to the ability of the Manager to ~~such~~satisfy ~~reliance.~~its obligations hereunder;

~~(viii)Disclaimer~~provided, ~~Regarding~~however, ~~Projections. In~~that, ~~connection~~in ~~with~~each ~~Buyer’s investigation of the Company~~case, ~~Buyer has received from Sellers and/or~~ the ~~Company~~Manager ~~and~~shall ~~their~~not ~~respective~~be ~~representatives~~relieved ~~certain~~of ~~projections,~~any ~~estimates~~of ~~and~~its ~~other~~obligations ~~forecasts. Buyer~~or ~~acknowledges~~duties ~~that~~owed ~~there~~to ~~are~~the ~~uncertainties~~Company ~~inherent~~hereunder inas ~~attempting~~a toresult ~~make~~of such ~~projections,~~delegation. ~~estimates~~The ~~and~~Manager ~~other~~shall ~~forecasts,~~be ~~that~~permitted ~~Buyer~~to isshare ~~familiar~~Company information with ~~such uncertainties, that Buyer has conducted~~ its ~~own~~appointed ~~evaluation~~agents ofsubject ~~the~~to ~~adequacy~~appropriate and ~~accuracy~~reasonable ofconfidentiality ~~all~~arrangements. ~~projections,~~For ~~estimates~~the ~~and~~avoidance ~~other~~of ~~forecasts so furnished to it~~doubt, ~~and~~ any ~~reliance~~reference byto ~~Buyer~~Manager onherein ~~such projections, estimates and other forecasts and plans~~ shall beinclude at its ~~sole~~delegates ~~risk,~~or ~~subject~~appointees pursuant to ~~and~~this ~~without~~Section ~~limiting any other representations made herein~~4.2.

(ix)No Additional Representations. Buyer acknowledges that none of Sellers, the Company or any other Person has made any representation or warranty, expressed or implied, as to the Company or any of its Subsidiaries or the accuracy or completeness of any information regarding the Company and its Subsidiaries furnished or made available to Buyer and its representatives, except as expressly set forth in this Agreement, any Ancillary Agreement or the Disclosure Schedule. Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in Section 4.3~~(a)~~ Manager’s ~~and in Section 4~~Obligations, ~~Buyer~~Duties ~~is purchasing the Shares,~~ and soPowers isExclusive acquiring the assets of the Company and its Subsidiaries, without any representation or warranty as to merchantability or fitness for any particular purpose, in an “as is” condition and on a “where is” basis.

~~(x)Solvency. Immediately~~The ~~after~~Company ~~giving~~agrees ~~effect~~that toduring the ~~transactions~~term ~~contemplated~~of by this Agreement, the ~~Company~~obligations, duties and ~~each~~powers ofimposed ~~its~~on ~~Subsidiaries~~and ~~will~~granted beto ~~able~~the Manager under Article III and this Article IV are to ~~pay~~be ~~their~~performed ~~respective~~or ~~debts~~held asexclusively ~~they~~by ~~become~~the ~~due~~Manager ~~and~~or ~~will~~its ~~own~~delegates ~~property~~and ~~which~~the ~~has~~Company ashall ~~fair~~not, ~~saleable~~through ~~value~~the ~~greater~~exercise ~~than~~of the ~~amounts~~powers ~~required~~of totheir ~~pay~~employees, Boards of Directors or their ~~respective~~shareholders ~~debts~~or ~~(including~~members, aas ~~reasonable~~the ~~estimate~~case may be, perform any of the ~~amount~~Services ofexcept ~~all~~in ~~contingent~~circumstances ~~liabilities). Immediately~~where ~~after~~it ~~giving~~is ~~effect~~necessary to ~~the~~do ~~transactions~~so ~~contemplated~~to bycomply ~~this~~with ~~Agreement,~~applicable ~~the~~law ~~Company~~or ~~and~~as ~~each~~otherwise ofagreed ~~its~~to ~~Subsidiaries~~or ~~will~~delegated, ~~have~~in ~~adequate~~accordance ~~capital~~with ~~available~~Section to4.2 ~~carry~~hereof, onby ~~their~~the ~~respective~~Manager ~~businesses~~in writing.

~~(xi)Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer's knowledge, threatened against~~ 12

orARTICLE ~~by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.~~V

~~4.Representations~~INSPECTION ~~and~~OF Warranties Concerning the Company and its Subsidiaries. Subject to the information set forth in the disclosure schedule delivered by the Company to Buyer on the date hereof (the “Disclosure Schedule”), the Company represents and warrants to Buyer as of the date hereof as follows: RECORDS

(a)Organization, Qualification, and Corporate Power. The Company and its Subsidiaries are duly organized, validly existing and in good standing under the Laws of their respective jurisdictions of organization. The Company and its Subsidiaries are duly authorized to conduct business and is in good standing under the Laws of each jurisdiction where such qualification is required, except where the lack of such qualification would not have a Material Adverse Effect. The Company and each of its Subsidiaries has all requisite corporate or limited liability company, as applicable, power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Section ~~4(a) of the Disclosure Schedule lists the directors and officers of the Company and each of its Subsidiaries~~5. ~~Except~~1 Books ~~as disclosed on Section 4(a) of the Disclosure Schedule, true~~ and ~~complete~~Records ~~copies~~ of the ~~Governing Documents for the~~ Company ~~and each Subsidiary have been made available to Buyer, in each case as currently in effect.~~

~~(b)Capitalization. The~~At ~~authorized~~all ~~capital~~reasonable ~~stock~~times ~~of the Company consists of (i) 4,000,000 shares of Common Stock, par value $.01 per share, of which 2,040,311.0693 shares are issued~~ and ~~outstanding~~on ~~(including~~reasonable ~~213~~notice,~~336.6~~ ~~Restricted Shares that shall become vested in connection with~~ the ~~Closing),~~Manager and ~~(ii)~~any ~~250,000~~Person ~~shares~~authorized ofby ~~Preferred~~the ~~Stock,~~Manager ~~par~~shall ~~value~~have ~~$.01~~access ~~per share~~to, ~~of which 150,000 shares are designated as 8% Series A Preferred Stock; 119,763.0376 shares of which are issued~~ and ~~outstanding. As of~~ the ~~date~~right ~~hereof, the Company has granted or issued and has outstanding Options and Restricted Shares under the Stock Plan relating~~ to ~~306~~inspect,~~420.60~~ ~~shares~~for ofany ~~common~~reasonable ~~stock~~purpose, ~~par~~during ~~value~~the ~~$.01,~~term of ~~the~~this ~~Company,~~Agreement and ~~Options~~for ora ~~Restricted~~period ~~Shares~~of ~~relating~~five to(5) upyears toafter ~~492,943~~termination ~~shares of common stock~~hereof, ~~par~~the ~~value $.01~~books, ofrecords ~~the~~and ~~Company~~data ~~remain~~stored ~~available~~in ~~for~~computers ~~grant under the Stock Plan. All Options shall become vested~~ and ~~exercisable~~all asdocumentation of the ~~Closing. No share of capital stock of the~~ Company ispertaining ~~held~~to inall ~~treasury. All~~Services ofperformed ~~the issued and outstanding Shares have been duly authorized, are validly issued, fully paid, and nonassessable, and are held of record~~ by the ~~respective~~Manager ~~Sellers~~or ~~as set forth in Section 4(b) of~~ the ~~Disclosure~~Management ~~Schedule. Except~~Fee asto ~~set~~be ~~forth~~paid inby ~~Section 4(b) of~~ the Disclosure Schedule, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Company to ~~issue,~~the ~~sell~~Manager, orin ~~otherwise~~each ~~cause~~case, ~~to become outstanding any of its capital stock~~hereunder. ~~Except~~ asThere ~~set~~shall ~~forth~~be ~~in Section 4(b) of the Disclosure Schedule, there are~~ no ~~outstanding~~cost or ~~authorized~~expense ~~stock~~charged ~~appreciation,~~by ~~phantom~~any ~~stock,~~Party ~~profit participation, or similar rights with respect~~ to ~~the~~another ~~Company. Immediately~~Party ~~prior~~pursuant to the ~~Closing,~~exercise ~~the Shares held by Sellers will constitute all~~ of ~~the~~rights ~~issued~~under ~~and~~this ~~outstanding~~Section ~~equity interests of the Company~~5.1.

~~(c)Noncontravention. Except as set forth on~~ Section ~~4(c)~~5.2 Books ~~of the Disclosure Schedule, the execution, delivery~~ and ~~performance~~Records of ~~this Agreement by~~ the ~~Company~~Manager ~~and, at~~

~~Closing,~~At ~~each~~all ~~Ancillary~~reasonable ~~Agreement~~times ~~to which it is a party~~ and ~~the~~on ~~consummation~~reasonable ~~of the transactions contemplated hereby~~notice, ~~will not (i) violate~~ any ~~Law,~~Person ~~Order,~~authorized orby ~~other restriction of any Governmental Entity to which~~ the Company orshall ~~any~~have ofaccess ~~its~~to, ~~Subsidiaries~~and ~~is subject or any provision of~~ the ~~Governing~~right ~~Documents~~to ofinspect the ~~Company~~books, orrecords ~~any~~and ofdata ~~its~~stored ~~Subsidiaries or (ii) conflict with, result~~ in acomputers ~~breach~~and ~~of,~~all ~~constitute~~documentation ~~a default under, result in the acceleration~~ of, ~~create in any party~~ the ~~right~~Manager topertaining ~~accelerate, terminate, modify, or cancel, or require any notice under any Material Contract or other arrangement~~ to ~~which~~all ~~the~~Services ~~Company~~performed ~~or any of its Subsidiaries is a party or~~ by ~~which~~the itManager ~~is bound~~ or ~~to which any of its assets is subject (or result in~~ the ~~imposition~~Management ofFee ~~any~~to ~~Lien~~be ~~upon~~paid ~~any~~by ~~of its assets). Except as set forth on Schedule 4(c) of~~ the ~~Disclosure Schedule, none of the~~ Company ~~or any of its Subsidiaries is required~~ to ~~give~~the ~~any notice to~~Manager, ~~make~~in ~~any~~each ~~filing with~~case, orhereunder. ~~obtain~~There ~~any~~shall ~~authorization,~~be ~~consent,~~no orcost ~~approval of any Governmental Entity~~ or ~~other~~expense ~~Person~~charged inby ~~connection~~any ~~with~~Party ~~the execution, delivery and performance of this Agreement and, at Closing, each Ancillary Agreement~~ to ~~which~~another itParty ispursuant ~~a party and~~ to ~~consummate~~ the ~~transactions~~exercise ~~contemplated~~of byrights ~~this Agreement, other than (A) compliance with and filings and notices~~ under ~~applicable~~this ~~Environmental,~~Section ~~Health and Safety Requirements, (B) those that may be required solely by reason of Buyer being the buyer of the Shares, and (C) those that are not material, individually or in the aggregate~~5.2.

~~(d)Brokers’~~ARTICLE Fees. Neither the Company nor any of its Subsidiaries has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement, other than the fees or commissions of Houlihan Lokey Capital, Inc.VI

~~(e)Assets.~~ AUTHORITY OF THE COMPANY

~~(i)The~~AND ~~Company~~THE and each of its Subsidiaries (A) have good and valid title to, a valid leasehold interest in, or a valid license to use, all of the material tangible personal properties and assets used by it or shown on the Audited Balance Sheet or acquired thereafter, free and clear of all Liens, except for (i) properties and assets disposed of in the Ordinary Course of Business since the date of the Audited Balance Sheet, (ii) Permitted Encumbrances and (iii) liens securing Funded Indebtedness, and (B) at Closing will have good and valid title to, a valid leasehold interest in, or a valid license to use, all of the material tangible personal properties and assets used by it or shown on the Audited Balance Sheet or acquired thereafter, free and clear of all Liens, except for (i) properties and assets disposed of in the Ordinary Course of Business since the date of the Audited Balance Sheet, and (ii) Permitted Encumbrances. MANAGER

~~(ii)The~~Each ~~equipment~~Party ~~owned~~represents orto ~~leased~~the byothers ~~the~~that ~~Company~~it ~~and~~is ~~its~~duly ~~Subsidiaries~~authorized ~~are~~with infull ~~good~~power ~~operating~~and ~~condition,~~authority ~~ordinary~~to ~~wear~~execute, deliver and ~~tear~~perform ~~excepted,~~its obligations and ~~are~~duties ~~adequate~~under ~~for~~this Agreement. The Company represents that the ~~uses~~engagement toof ~~which~~the ~~they~~Manager ~~are~~has ~~being~~been ~~put~~duly authorized by the Board of Directors of the Company and is in accordance with all governing documents of the Company.

~~(f)Subsidiaries. Section~~ARTICLE 4(f) of the Disclosure Schedule sets forth for each Subsidiary of the Company (i) its name and jurisdiction of incorporation or formation, as applicable, (ii) the number of shares or units, as applicable, of authorized capital stock of each class of its capital stock, (iii) the number of issued and outstanding shares or units, as applicable, of each class of its capital stock, the names of the holders thereof, and the number of shares or VII

~~units,~~MANAGEMENT asFEE; applicable, held by each such holder, and (iv) the number of shares or units, as applicable, of its capital stock held in treasury. All of the issued and outstanding shares or units, as applicable, of capital stock of each Subsidiary of the Company have been duly authorized and are validly issued, fully paid, and nonassessable. Except for the Subsidiaries set forth in Section 4(f) of the Disclosure Schedule, the Company or one of its Subsidiaries (A) holds of record and owns beneficially as of the date hereof all of the outstanding shares of each Subsidiary of the Company free and clear of any preemptive rights, restrictions on transfer or Liens (other than Permitted Encumbrances and liens securing Funded Indebtedness), and (B) will hold of record and own beneficially at Closing all of the outstanding shares of each Subsidiary of the Company free and clear of any preemptive rights, restrictions on transfer or Liens (other than Permitted Encumbrances). Except for the Subsidiaries set forth in Section 4(f) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries owns or has any right to acquire, directly or indirectly, any outstanding capital stock of, or other equity interests in, any Person.EXPENSES

~~(g)Financial~~Section ~~Statements~~7. ~~Attached~~1 Management hereto as Exhibit C are true and complete copies of the following financial statements (collectively, the “Financial Statements”): (i) the audited consolidated balance sheet of the Company and its Subsidiaries as of each of December 31, 2013 (the “Audited Balance Sheet”) and December 31, 2012 and audited statements of income, changes in stockholders’ equity and cash flows for the fiscal years then ended; and (ii) the unaudited consolidated balance sheets and statements of income and cash flows (the “Most Recent Financial Statements”) as of and for the six months ended June 30, 2014 (the “Most Recent Balance Sheet Date”) for the Company and its Subsidiaries, including in each case, any notes thereto. The Financial Statements (including the notes thereto) have been prepared in accordance with GAAP, consistently applied, and present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries as of such dates and the results of operations and cash flows of the Company and its Subsidiaries for such periods; provided, however, that the Most Recent Financial Statements are subject to normal year-end adjustments and lack footnotes and other presentation items.Fee

(hi)~~Events~~Obligation. ~~Subsequent~~Subject to ~~December~~the ~~31,~~terms ~~2013. Except~~and asconditions set forth in this Section ~~4(h)~~7.1, offor the ~~Disclosure~~term ~~Schedule,~~of ~~since~~this ~~December 31~~Agreement, ~~2013,~~ (i) ~~there~~the ~~has~~MSA ~~not~~Administrator ~~been~~shall ~~any~~calculate ~~Material~~the ~~Adverse~~fee ~~Change,~~payable ~~(ii)~~to the ~~Company~~Manager ~~and~~in ~~each~~accordance ofwith ~~its~~this ~~Subsidiaries~~Section ~~has~~7.1 ~~conducted its business only in~~ (the ~~Ordinary~~“Management ~~Course of Business~~Fee”), and ~~(iii) none of~~ the ~~Company~~components orthereof, ~~any~~in ofaccordance ~~its~~with ~~Subsidiaries~~Section ~~has~~7.1(b) ~~taken~~hereof ~~any~~and ~~action~~(ii) orthe ~~omitted~~Company toshall ~~take~~pay ~~any~~the ~~action~~Management ~~which,~~Fee ~~if taken or omitted~~ to ~~be taken after~~ the ~~date~~Manager ~~hereof, would require the consent of Buyer~~ in accordance with Section 57.1(bd) ~~other than Sections 5(b)(ix) and 5(b)(xi)~~hereof.

(ij)~~Legal~~Calculation ~~Compliance;~~of ~~Governmental~~Management ~~Permits~~Fee. Subject to Section 7.1(e) hereof; as payment to the Manager for performing Services hereunder during any Fiscal Quarter or any part thereof; the MSA Administrator, as of any Calculation Date with respect to such Fiscal Quarter shall

(i)The Company and each of its Subsidiaries is, and at all times since the date of the Audited Balance Sheet has been, in material compliance with all applicable Laws and Orders of any Governmental Entity, except that Section 4(r) contains the sole and exclusive representations and warranties of the Company with respect to the matters set forth therein.13

~~(ii)The~~calculate, ~~Company~~on ~~and~~or ~~each~~promptly offollowing ~~its~~such ~~Subsidiaries~~Calculation ~~has~~Date, ~~all~~the ~~material~~Management ~~approvals,~~Fee ~~permits~~with ~~and~~respect ~~licenses~~to ofsuch ~~Governmental~~Fiscal ~~Entities~~Quarter, ~~and~~which ~~has~~shall ~~made~~be ~~all~~equal ~~notifications~~to, ~~registrations~~as of such Calculation Date, ~~certifications~~the product of (i) 0.5%, ~~renewals~~multiplied ~~and~~by ~~filings~~(ii) ~~with~~Adjusted ~~all~~Net ~~such~~Assets ~~material~~as ~~approvals,~~of ~~permits~~such ~~and~~Calculation ~~licenses~~Date; provided, inhowever, ~~each~~that, ~~case~~with respect to the ~~extent~~Fiscal ~~necessary~~Quarter orin ~~advisable~~which ~~for~~this Agreement is terminated, the ~~operation~~Management ofFee shall be equal to the ~~business~~product of (i)(x) 0.5%, multiplied by (y) the ~~Company~~Adjusted ~~and~~Net ~~its~~Assets ~~Subsidiaries. All~~as of such ~~material~~Calculation ~~approvals~~Date, ~~permits~~multiplied ~~and~~by ~~licenses~~(ii) ~~are~~a infraction, the ~~possession~~numerator of which is the ~~Company~~number orof days from and including the first day of such ~~Subsidiary,~~Fiscal ~~are~~Quarter into ~~full~~but ~~force~~excluding ~~and~~the ~~effect~~date upon which this Agreement is terminated and the ~~Company~~denominator orof which is the number of days in such ~~Subsidiary,~~Fiscal asQuarter ~~applicable,~~(such isamount ~~operating~~so calculated in ~~material~~accordance ~~compliance~~with ~~therewith~~this proviso, the “Final Management Fee”).

(jk)~~Tax~~Adjustment ~~Matters~~of Management Fee. The amount of any Management Fee calculated in accordance with Section 7.1(b) hereof as of any Calculation Date shall be adjusted, on a dollar-for-dollar basis (such Management Fee, as adjusted, the “Adjusted Management Fee”), by the MSA Administrator immediately prior to the Management Fee Payment Date with respect to such Calculation Date (such date of adjustment, the “Adjustment Date”) as follows:

(i)~~The~~reduced, ~~Company~~on ~~and~~a ~~each~~dollar-for-dollar ofbasis ~~its~~by ~~Subsidiaries~~the ~~has~~aggregate ~~filed~~amount ~~all~~ of ~~its~~all ~~United~~Offsetting ~~States~~Management ~~federal~~Fees, ~~Tax~~if ~~Returns and other material Tax Returns that it was required to file. All such Tax Returns were true~~any, ~~correct~~accrued ~~and complete in all material respects. All material Taxes due and owing~~ by the ~~Company~~Manager orfrom any of ~~its~~the Subsidiaries ~~(whether~~of ~~or not shown on such Tax Return) have been paid. No written claim has been made within~~ the ~~past~~Company 3with ~~years~~respect byto ~~any~~such ~~authority~~Fiscal inQuarter aas ~~jurisdiction where the Company or any~~ of ~~its Subsidiaries does not file Tax Returns that~~ the ~~Company~~date ~~or any~~ of ~~its~~such ~~Subsidiaries~~adjustment; isprovided, ~~or may be subject to taxation by~~ that ~~jurisdiction. Each of~~ the Company ~~and~~shall ~~its~~separately ~~Subsidiaries~~guarantee, ~~has~~substantially ~~withheld and paid all material Taxes required to have been withheld and paid~~ in ~~connection~~the ~~with~~form ~~amounts~~of ~~paid~~Exhibit orA ~~owing to any employee~~hereto, ~~independent~~the ~~contractor~~full, ~~creditor,~~prompt ~~stockholder, or other third party,~~ and ~~the~~punctual ~~Company~~payment ~~and each~~ of ~~its~~any ~~Subsidiaries~~unpaid ~~has~~Offsetting ~~materially~~Management ~~complied~~Fees, with ~~all~~full ~~filings~~rights ~~required~~of ~~with~~subrogation; ~~respect thereto, including without limitation IRS Forms W-2 and 1099.~~

(ii)~~Section~~reduced, ~~4(j)~~on ofa ~~the Disclosure Schedule lists all Tax Returns with respect to the Company and its Subsidiaries~~ dollar-for-dollar ~~taxable periods ended on or after December 31~~basis, ~~2010~~by ~~that have been audited, and indicates those Tax Returns, if any, that currently are~~ the ~~subject~~aggregate ofamount ~~audit. The Sellers have made available to Buyer correct and complete copies~~ of all ~~income~~Over-Paid ~~Tax~~Management ~~Returns~~Fees, ~~examination~~if ~~reports~~any, ~~and~~existing ~~statements~~as of ~~deficiencies~~such ~~assessed~~Calculation ~~against,~~Date; ~~or agreed to by the Company or any of its Subsidiaries since December 31, 2010.~~

(iii)~~There~~increased, ison noa ~~dispute~~dollar-for-dollar ~~concerning~~basis, ~~any~~by ~~Tax Liability or Tax Return of~~ the ~~Company~~aggregate oramount ~~any~~ of ~~its~~all ~~Subsidiaries~~Under-Paid ~~that~~Management ~~is either pending (having been raised in writing by a Taxing Authority)~~Fees, orif ~~to the Knowledge of the Company, threatened by~~ any ~~Taxing Authority. No audit or other proceedings raised by a Taxing Authority in writing is pending or~~, toexisting ~~the~~as ~~Knowledge~~ of ~~the~~such ~~Company,~~Calculation ~~threatened~~Date; ~~with respect to any Taxes due from or with respect to the Company or its Subsidiaries. The Company has delivered to the Buyer all Tax examination reports~~ and ~~statements of deficiencies assessed against or agreed to by the Company or any of its Subsidiaries.~~

(iv)~~Neither~~increased, ~~the~~on ~~Company~~a ~~nor~~dollar-for-dollar ~~any~~basis, ofby ~~its~~the ~~Subsidiaries~~aggregate ~~has~~amount ~~waived any statute~~ of ~~limitations~~all inaccrued ~~respect~~and ofunpaid ~~Taxes~~Management orFees, ~~agreed~~if to any, ~~extension~~as of ~~time~~such ~~with~~Calculation ~~respect to a Tax assessment or deficiency~~Date, ~~which~~without ~~waiver~~duplication orof ~~extension~~any isof ~~currently~~the ~~in effect~~foregoing.

(vl)~~Neither~~Payment of Adjusted Management Fee. Subject to Section 7.1(f) hereof, the Company ~~nor~~shall pay to the Manager, on the Management Fee Payment Date with respect to any Calculation Date, the Adjusted Management Fee as of ~~its~~such ~~Subsidiaries~~Calculation isDate. aAny ~~party~~such payment shall be made in U.S. dollars by wire transfer in immediately available funds to an account or ~~bound~~accounts designated by ~~any~~the ~~Tax~~Manager ~~allocation~~from ortime ~~sharing~~to ~~agreement~~time.

(vim)~~Neither~~Basis ~~the~~for ~~Company~~Calculation ~~nor~~of ~~any~~Management Fee and Adjusted Management Fee. The calculation of ~~its~~the ~~Subsidiaries~~Management ~~currently~~Fee, isincluding the ~~beneficiary~~components ofthereof, with respect to any ~~extension~~Fiscal ofQuarter ~~time~~on ~~within~~any ~~which~~Calculation Date shall be based on (i) the Company’s audited consolidated financial statements to ~~file~~the ~~any~~extent ~~Tax~~available, ~~Return.~~(ii) if audited consolidated financial statements are not available, then the Company’s unaudited consolidated financial statements to the extent available, and (iii) if neither audited nor unaudited consolidated financial statements are available, then the Company’s books and records then available; provided, that, with respect to

~~(vii)There are no Liens on any of the assets of the Company or any of its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax.~~14

any calculation of the Management Fee based on the Company’s books and records, upon availability of the earlier of (~~viii~~x)~~Neither~~ the Company’s ~~nor~~audited ~~any~~consolidated offinancial ~~its~~statements ~~Subsidiaries~~and (y) the Company’s unaudited consolidated financial statements, in each case, relating to amounts previously calculated on such Calculation Date by reference to the Company’s books and records, the MSA Administrator shall recalculate (A) ~~has~~any ~~been~~Management aFees, ~~member~~and ofany ancomponents ~~Affiliated~~thereof, ~~Group~~that ~~filing~~were apreviously ~~consolidated~~calculated based on such books and records and (B) any Adjusted Management Fees that were calculated based on such Management Fees, ~~combined~~in each case, to determine if any Over-Paid Management Fee or ~~unitary~~Under-Paid ~~Tax~~Management ~~Return~~Fee ~~(other~~were ~~than~~outstanding anas ~~Affiliated~~of ~~Group~~such Calculation Date; provided, further, that the ~~common~~amount ~~parent~~so ofrecalculated ~~which~~shall isbe conclusive and binding on the ~~Company~~Parties hereto and no further recalculations shall be required or permitted except that a further recalculation shall be required and performed (A) upon a demonstration of clear error with respect to any prior calculation or recalculation or (B) ~~has~~upon athe ~~liability~~restatement ~~for~~of the ~~Taxes~~consolidated financial statements of ~~another~~the ~~Person~~Company, ~~(other~~or ~~than~~any amounts therein, underlying any prior calculation or recalculation, in ~~the~~each case, at any time. The calculation of ~~the~~Adjusted ~~Company~~Management Fees, including the ~~Company’s~~components ~~Subsidiaries)~~thereof, ~~under~~as ~~Treasury~~of ~~Regulations~~any ~~Section~~Adjustment ~~1.1502-6~~Date ~~(or~~shall be made based on information that is available as of such Adjustment Date; provided, that if any ~~similar~~events ~~provision~~occur after such Adjustment Date that would affect the amount of ~~state~~Adjusted Management Fees calculated as of such Adjustment Date, ~~local~~then orthe ~~foreign~~MSA ~~law)~~Administrator orshall recalculate Adjusted Management Fees as aof ~~transferee~~such Adjustment Date to determine if any Over-Paid Management Fee or ~~successor~~Under-Paid Management Fee were created as of the Calculation Date immediately succeeding such Adjustment Date. Notwithstanding the foregoing, bythe ~~contract~~calculation of the Final Management Fee, including the components thereof, shall be made and based on the Company’s unaudited consolidated financial statements for the applicable Fiscal Quarter when such unaudited consolidated financial statements are available; provided, that, once calculated, no further recalculation of Final Management Fee shall be required or ~~otherwise~~permitted.

(ixn)~~Except~~Sufficient ~~for~~Liquidity. If the Company does not have sufficient liquid assets to timely pay the entire amount of the Management Fee due on any ~~representations~~Management ~~related~~Fee Payment Date, the Company shall liquidate assets or Incur Indebtedness in order to ~~Taxes~~pay such Management Fee in ~~Section~~full ~~4(q),~~on ~~this~~such ~~Section~~Management ~~4(j)~~Fee ~~contains~~Payment Date; provided, that the Manager may elect, in its sole discretion by delivery of written notice to the Company prior to such Management Fee Payment Date, to allow the Company to defer the payment of all or any portion of the Management Fee otherwise due and ~~exclusive~~payable ~~representations~~on such Management Fee Payment Date until the next succeeding Management Fee Payment Date and, ~~warranties~~thereby, ofenable the Company ~~with~~to ~~respect~~avoid such liquidation or Incurrence. For the avoidance of doubt, the Manager may make such election to allow the Company to defer the payment of Management Fees more than once, provided, however, that no such deferral shall be permitted unless the payment or payment so deferred would qualify as a "short term deferral" within the contemplation of Code Section 409A and the Regulations promulgated thereunder (or any ~~Tax~~successor ~~matters~~of similar import.).

(xo)~~Notwithstanding~~Books ~~anything~~and toRecords. ~~the~~The ~~contrary~~MSA inAdministrator ~~this~~shall ~~Agreement,~~maintain ~~the~~cumulative ~~Company~~books and ~~its~~records ~~Subsidiaries~~with ~~make no representations or warranties in~~ respect ofto the ~~existence,~~details ~~amount~~of orany ~~usability~~calculations ofmade ~~the~~pursuant ~~Tax~~to ~~attributes~~this ofSection ~~the~~7.1, ~~Company~~which ~~and~~records ~~its~~shall ~~Subsidiaries~~be available for ~~Tax~~inspection ~~periods~~and ~~(or~~reproduction ~~portions~~at ~~thereof)~~any ~~beginning~~time onupon orrequest ~~after~~by the ~~Closing~~Board ~~Date,~~of ~~including,~~Directors ~~without~~of ~~limitation,~~the ~~net~~Company ~~operating losses~~and, ~~capital~~if ~~loss~~the ~~carry~~Manager ~~forwards,~~is ~~foreign~~not ~~tax~~the ~~credit~~MSA ~~carry forwards~~Administrator, ~~asset~~the ~~bases, research and development credits and depreciation periods~~Manager.

~~(xi)Neither~~Section the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) beginning after the Closing Date (including for the avoidance of doubt the Post-Closing Straddle Period) as a result of any (A) change in method of accounting under Code § 481 (or any corresponding or similar provision of state, local or non-U7.S.2 Reimbursement ~~income Tax law) for a taxable period ending on or prior to the Closing Date; (B) “closing agreement” as described in Code §7121 (or any corresponding or similar provision~~ of ~~state,~~Expenses local, or non-U.S. income Tax law) executed on or prior to the Closing Date; (C) installment sale or open transaction disposition made on or prior to the Closing Date; or (D) prepaid amount received on or prior to the Closing Date; or (F) election under Code § 108(i).

(xii)Within the past 3 years, neither the Company nor any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code §355 or Code §361.15

(~~xiii~~a)~~Neither~~ Subject to Section 8.2 hereof, the Company ~~nor~~shall ~~any~~reimburse ofthe ~~its~~Manager ~~Subsidiaries~~for isthe orfollowing ~~has~~amounts ~~been~~that aare ~~party~~actually toincurred ~~any~~by ~~“listed~~the ~~transaction,”~~Manager asduring ~~defined~~the interm ~~Code~~of ~~§6707A(c)(2)~~this ~~and~~Agreement: ~~Reg. §1.6011-4(b)(2).~~

(ki)~~Real~~all ~~Property~~costs and expenses of the Company that are incurred by the Manager or its Affiliates on behalf of the Company, including all out-of-pocket costs and expenses incurred in connection with performing Services hereunder, and all costs and expenses the reimbursement of which is specifically approved by the Board of Directors of the Company; and

(iii)~~Section 4(k) of~~ the ~~Disclosure~~compensation ~~Schedule~~and ~~contains~~other acosts ~~list~~and expenses of ~~all~~the ~~Owned~~Chief ~~Real~~Financial ~~Property~~Officer and ~~Leased~~his ~~Real~~or ~~Property~~her staff, ~~including~~as ~~the~~approved ~~address~~by ofthe ~~each~~Company’s ~~such~~compensation ~~property~~committee.

(b) Notwithstanding the foregoing or anything else to the contrary herein, none of the Company, any Subsidiary of the Company or their Subsidiaries shall be obligated or responsible for reimbursing or otherwise paying for any costs or expenses relating to (i) the Manager’s overhead or any other costs and expenses relating to the Manager’s conduct or maintenance of its business and operations as a provider of services, (ii)~~With~~ ~~respect~~costs and expenses incurred by the Manager in connection with the identification, evaluation, management, performance of due diligence on, negotiating and oversight of potential acquisitions by the Company where the Company (or the Manager on behalf of the Company) does not submit an indication of interest or letter of intent to ~~each~~pursue ~~Owned~~such ~~Real~~potential ~~Property:~~acquisition, including costs and expenses relating to travel, marketing and attendance at industry events and retention of outside service providers relating thereto and (iii) costs and expenses incurred by the Manager in connection with the identification, evaluation, management, performance of due diligence on, negotiating and oversight of an acquisition by the Company if both (x) such acquisition is actually closed by the Company and (y) the Subsidiary so acquired, by any manner whatsoever, in connection with such acquisition has entered into an Integration Services Agreement with the Manager under which such costs and expenses are being reimbursed.

(Ac)~~except~~ Any assuch ~~set~~reimbursement ~~forth~~shall inbe ~~Section~~made ~~4(k)~~upon ofdemand ~~the~~by ~~Disclosure Schedule,~~ the ~~Company~~Manager orin ~~one~~U.S. ofdollars ~~its~~by ~~Subsidiaries~~wire ~~(1)~~transfer ~~has~~in ~~good~~immediately ~~and~~available ~~marketable~~funds ~~fee~~to ~~simple~~an ~~title~~account ~~thereto,~~or ~~free~~accounts ~~and~~designated ~~clear~~by ofthe ~~all~~Manager ~~Liens,~~from ~~except~~time ~~Permitted~~to ~~Encumbrances and liens securing Funded Indebtedness, and (2) will have at Closing good and marketable fee simple title thereto, free and clear of all Liens, except Permitted Encumbrances;~~time.

(Bd)~~except~~ Except as ~~set~~otherwise ~~forth~~provided for in this Section ~~4(k)~~7.2, ofall ~~the~~reimbursements ~~Disclosure~~made ~~Schedule,~~pursuant ~~neither~~to this Section 7.2 shall be reviewed by the Company’s ~~nor~~compensation ~~any~~committee ofon ~~its~~an ~~Subsidiaries~~annual ~~has~~basis ~~leased~~in orconnection ~~otherwise~~with ~~granted~~the topreparation ~~any~~of ~~Person~~the Company’s year-end audited consolidated financial statements. If the ~~right~~Company’s tocompensation ~~use~~committee oridentifies ~~occupy~~any discrepancy in such ~~Owned~~reimbursements, ~~Real~~then ~~Property~~the orCompany’s ~~any~~compensation ~~portion~~committee, ~~thereof;~~on behalf of the Company, and the Manager shall mutually resolve such discrepancy.

~~(C)except~~ARTICLE ~~as set forth in Section 4(k) of the Disclosure Schedule, there are no outstanding options to purchase such Owned Real Property or any portion thereof or interest therein.~~VIII

~~(iii)With~~SECONDMENT ~~respect~~OF toOFFICERS ~~each~~BY ~~Leased~~THE ~~Real Property:~~MANAGER

~~(A)~~Section ~~4(k)~~8.1 Secondment of the ~~Disclosure~~Chief ~~Schedule~~Executive ~~sets~~Officer ~~forth the address of each Leased Real Property~~ and aChief ~~list~~Financial ofOfficer ~~all Leases for each such Leased Real Property. The Company has made available to Buyer a true and complete copy of each such Lease.~~

~~(B)except~~The asManager ~~set~~shall ~~forth~~second into ~~Section 4(k) of~~ the ~~Disclosure~~Company ~~Schedule,~~individuals ~~with respect~~ to ~~each~~serve ~~such~~as ~~Lease,~~ the ~~transactions~~Company’s ~~contemplated~~Chief byExecutive ~~this~~Officer ~~Agreement do not require the consent of any other party to such Lease~~ and ~~will~~Chief ~~not~~Financial ~~result~~Officer. inThe aCompany’s ~~breach~~Board of orDirectors ~~default~~shall ~~under~~elect ~~such~~the ~~Lease;~~

~~(C)(A) except as set forth in Section 4(k) of the Disclosure Schedule, no notice of default has been received or delivered by the Company or any of its Subsidiaries under any Lease; and~~16

~~(D)neither~~seconded Chief Executive Officer and Chief Financial Officer as officers of the Company ~~nor~~in ~~any~~accordance with the terms of ~~its~~the ~~Subsidiaries~~LLC ~~has~~Agreement ~~subleased,~~and ~~licensed~~the oroperational ~~otherwise~~objectives ~~granted~~and ~~any~~business ~~Person~~plans of the ~~right~~Company in existence from time to ~~use~~time. orThe ~~occupy~~seconded ~~such~~Chief ~~Leased~~Executive ~~Real~~Officer ~~Property~~and orChief ~~any~~Financial ~~portion~~Officer ~~thereof~~shall report directly, and be subject, to the Company’s Board of Directors.

~~(iv)The Owned Real Property identified in~~ Section 4(k) of the Disclosure Schedule and the Leased Real Property identified in Section 4(k) of the Disclosure Schedule comprise all of the real property used in the business of the Company or any of its Subsidiaries8. ~~Neither~~2 Remuneration ~~the Owned Real Property nor, to the Knowledge~~ of the ~~Company,~~Chief ~~any~~Executive ~~Leased~~Officer ~~Real Property is the subject of any condemnation action~~ and, toChief ~~the~~Financial ~~Knowledge~~Officer ~~of the Company, there is no proposal under consideration by any Governmental Entity to which the~~

~~Company~~(a) The orChief ~~any~~Executive ofOfficer ~~its~~and ~~Subsidiaries~~Chief isFinancial ~~subject~~Officer seconded to ~~take or use any of~~ the ~~Owned~~Company ~~Real~~pursuant ~~Property~~to orthis ~~Leased~~Article ~~Real~~VIII ~~Property. Each~~shall, ~~parcel~~at ofall ~~the Owned Real Property and the Leased Real Property has access on a public way~~times, ~~which~~remain ~~access~~employees ~~is sufficient for its current use. To the Knowledge~~ of ~~the Company~~, ~~the Owned Real Properties~~ and ~~the~~be ~~Leased~~remunerated ~~Real Properties~~by, ~~including~~ the ~~buildings,~~Manager ~~plants~~or ~~and~~an ~~structures~~Affiliate ~~located~~of ~~thereon, are in good operating condition, ordinary wear and tear excepted, and are adequate for~~ the ~~uses to which they are being put~~Manager.

(lb)~~Intellectual~~ Except ~~Property~~as set forth in Section 8.2(c) hereof, the Services performed for the Company by the Chief Executive Officer and all other personnel, if any, of the Manager or its Affiliates shall be provided at the cost of the Manager or an Affiliate of the Manager. For the avoidance of doubt, except as set forth in Section 8.2(c) hereof, the Company shall have no obligation to reimburse the Manager for the compensation and other compensation-related expenses of any employees, representatives, delegates and seconded officers of the Manager and its Affiliates.

(ic)~~Section~~ The ~~4(l)~~Services ofperformed by the ~~Disclosure~~Chief ~~Schedule~~Financial ~~identifies~~Officer ~~each issued patent~~ and ~~each~~his ~~trademark~~or ~~and~~her ~~copyright~~staff ~~registration~~shall ~~that~~be ~~has~~provided ~~been~~at ~~issued to~~ the ~~Company~~cost ~~or any~~ of ~~its Subsidiaries and each pending patent application and trademark application which~~ the ~~Company~~Manager or ~~any~~an Affiliate of ~~its~~the ~~Subsidiaries~~Manager ~~has made (collectively, “Registered Company Intellectual Property”),~~ and ~~identifies~~reimbursed ~~each~~by ~~license, agreement, or other permission that~~ the Company orpursuant ~~any of its Subsidiaries has granted~~ to ~~any~~Section ~~third~~7.2 ~~party with respect to any~~ of ~~its~~this ~~owned intellectual property~~Agreement.

(iid)~~Neither~~ The ~~the~~remuneration ~~Company nor any~~ of ~~its~~the ~~Subsidiaries~~Chief isFinancial ~~party~~Officer toand any ~~written~~member ~~licenses,~~of ~~sublicenses,~~his ~~agreements,~~ or ~~permissions~~her ~~pursuant~~staff tothat ~~which~~serves ~~the~~as ~~Company~~an orexecutive ~~such~~officer ~~Subsidiary~~of ~~uses~~the ~~any~~Company, ~~third~~shall ~~party~~be ~~intellectual~~determined ~~property~~and ~~(other~~approved ~~than~~by ~~for~~the ~~commercially~~Company’s ~~available~~compensation ~~computer~~committee ~~software~~upon ~~programs~~such ~~licensed~~Person’s ~~under~~engagement ~~“shrink~~and ~~wrap”~~on oran ~~other~~annual ~~comparable~~basis ~~standard form licenses~~thereafter, orwith ~~non-exclusive~~each ~~internal~~annual ~~use~~determination ~~licenses~~and ~~granted~~approval tooccurring ~~the Company or any of its Subsidiaries by vendors~~ in the ~~ordinary~~year ~~course~~prior ~~of business pursuant~~ to ~~commercial Contracts~~ the ~~primary~~year ~~purpose~~to of which ~~does~~such ~~not~~remuneration ~~involve~~relates ~~the~~by ~~license~~reference ofto ~~Intellectual~~the ~~Property).~~following:

~~(iii)Except~~i.The asstandard ~~set~~remuneration ~~forth~~guidelines onas ~~Section~~adopted ~~4(l)~~by of the ~~Disclosure Schedule, to the Knowledge of the~~ Company, ~~there are no facts~~ or ~~circumstances existing as of~~ the ~~date~~Manager ~~hereof~~from ~~that~~time would render any Registered Company Intellectual Property invalid or unenforceable. The Company and/or its Subsidiaries are currently in compliance in all material respects with all applicable legal requirements (including but not limited to ~~timely~~time: ~~payment of registration, maintenance and renewal fees) with respect to each item of Registered Company Intellectual Property.~~

~~(iv)Except~~ii.The asrespective ~~set~~individual’s ~~forth in Section 4(l) of the Disclosure Schedule~~performance, the ~~Company~~Manager’s ~~and~~performance ~~each of its Subsidiaries (1) owns, free of any Liens, other than Permitted Encumbrances~~ and ~~liens securing Funded Indebtedness, and (2) at Closing will own, free of any Liens, other than Permitted Encumbrances, or has~~ the ~~right to use pursuant to license~~performance, ~~sublicense,~~financial ~~agreement,~~ or ~~other permission~~otherwise, ~~all Intellectual Property necessary for the operation~~ of ~~their respective businesses as presently conducted. Notwithstanding~~ the ~~following~~Company ~~assignments of the CLEAN EARTH trademark registration (U.S. Reg. No. 1740437) registered with the United States Patent~~ and ~~Trademark Office, Company or~~ its Subsidiary owns, free and clear of any Liens, defects in chain of title, licenses or other restrictions, all right, title and interest in the CLEAN EARTH trademark registration (U.S. Reg. No. 1740437) registered with the United States Patent and Trademark Office: (i) the assignment by Nike, Inc. to BRS, Inc., recorded at reel/frame 1117/0165Subsidiaries; ~~(ii) the assignment by U.S. Plastic Lumber Corp., U.S. Plastic Lumber~~ and

~~Ltd~~iii., The ~~Eaglebrook~~assessment ~~Group,~~by ~~Inc., U.S. Plastic Lumber Finance Corporation, and U.S. Plastic Lumber IP Corporation to AMPAC Capital Solutions, LLC, recorded at reel/frame 3384/0899; and (iii)~~ the ~~assignment~~Board byof ~~AMPAC~~Directors ~~Capital~~of Solutions, LLC to Trimax Building Productions, Inc. or Trimax Building Products, Inc., recorded at reels/frames 3384/0934 and 3417/0661. Without limiting any other representation or warranty in this Agreement, neither the Company ~~nor its Subsidiaries has received any written notice, claim or threatened claim from any~~ of the ~~foregoing~~respective ~~parties regarding a claim by such party to the ownership of, or challenging Company~~individual’s orperformance ~~its~~and ~~Subsidiaries’~~the ~~ownership~~performance of, the ~~CLEAN EARTH trademark registration (U~~Manager.~~S. Reg. No. 1740437) registered with the United States Patent and Trademark Office.~~

(ve)To The ~~the~~Manager ~~Knowledge~~shall ofdisclose the ~~Company,~~amount ~~the conduct~~ of ~~the~~remuneration ~~Company’s and its Subsidiaries’ business as presently conducted as~~ of the ~~Closing~~Chief ~~Date,~~Financial Officer ~~does~~and ~~not violate in~~ any ~~material~~other ~~respect~~officer ~~any~~or ~~right~~employee inseconded ~~the Intellectual Property of any third party, or,~~ to the ~~Knowledge of the~~ Company, ~~infringe~~including ~~or misappropriate any right in~~ the ~~Intellectual Property of any other party, and neither the Company nor any of its Subsidiaries has received any written notice asserting any such infringement or misappropriation.~~Chief ~~There~~Executive ~~is no pending or~~Officer, to the ~~Knowledge~~Board of ~~the~~Directors ~~Company, threatened, claim or litigation contesting the validity, ownership or right~~ of the Company ~~or its Subsidiaries~~ to ~~exercise any Intellectual Property right of~~ the ~~Company~~extent orrequired ~~its Subsidiaries, nor is there, to the Knowledge of the Company or its Subsidiaries, any reasonable basis~~ for ~~any such claim. Neither~~ the Company ~~nor~~to ~~its~~comply ~~Subsidiaries have received any written notice asserting that any of its Intellectual Property or the proposed use, sale, license or disposition thereof conflicts or will conflict~~ with the ~~rights~~requirements of ~~any~~applicable ~~other party~~law, ~~nor~~including ~~is there, to~~ the ~~Knowledge~~Federal ofSecurities ~~the Company or its Subsidiaries, any reasonable basis for any such claim~~Laws.

~~(vi)To~~Section the Company’s Knowledge, no current or former employee, consultant or independent contractor of the Company or its Subsidiaries: (a) is in material violation of any proprietary rights assignment agreement, non‑disclosure agreement, non-competition agreement or any similar Contract with any other party by virtue of such employee, consultant, or independent contractor being employed by, or performing services for, the Company or its Subsidiaries or using trade secrets or proprietary information of any third party without permission; or (b) has developed any technology, software or other copyrightable, patentable, or otherwise proprietary work for the Company or its Subsidiaries that is subject to any Contract under which such employee, consultant or independent contractor has assigned or otherwise granted to any third party any rights (including Intellectual Property) in or to such technology, software or other copyrightable, patentable or otherwise proprietary work8. ~~The~~3 Secondment ~~Company has taken commercially reasonable steps to protect, preserve and maintain the secrecy and confidentiality~~ of ~~the~~Additional ~~Company’s~~Officers and its Subsidiaries’ confidential information and to preserve and maintain the Company’s and its Subsidiaries interests and rights in their Intellectual Property. Except as set forth in Section 4(l) of the Disclosure Schedule, to the Knowledge of the Company, no current or former director, officer, employee, consultant or independent contractor of the Company has any reasonable basis for claiming any right, license, title or interest whatsoever in or with respect to any material Intellectual Property owned by the Company or its Subsidiaries.

(vii)To the Knowledge of the Company, there is no unauthorized use, disclosure, infringement or misappropriation of any Intellectual Property rights of the Company or its Subsidiaries by any third party, including by any current or former employee, consultant or independent contractor of the Company or its Subsidiaries. Except as set forth in Section 4(l) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has granted in writing any exclusive license of or right to use, or authorized in writing the retention of any exclusive rights to use or joint ownership of, any of the Intellectual Property owned by the Company or such Subsidiary, as applicable.17

~~(m)Contracts~~The Manager and the Company’s Board of Directors may agree from time to time that the Manager shall second to the Company one or more additional individuals to serve as officers or otherwise of the Company, upon such terms as the Manager and the Company’s Board of Directors may mutually agree. Any such individuals shall have such titles and fulfill such functions as the Manager and the Company may mutually agree.

Section 8.4~~(m)~~ Removal of ~~the~~Seconded ~~Disclosure~~Officers ~~Schedule lists all of the following Contracts (other than purchase orders) to which the Company or any of its Subsidiaries is a party (collectively, “Material Contracts”):~~

~~(i)Any~~The ~~Contract~~Company’s ~~(or~~Board ~~group~~ of ~~related~~Directors, ~~Contracts)~~after ~~pursuant~~due toconsultation ~~which~~with the ~~Company~~Manager, ormay at any oftime ~~its~~request ~~Subsidiaries~~that isthe ~~obligated~~Manager replace any individual seconded to ~~make~~the ~~payments~~Company oras ~~entitled~~provided toin ~~receive~~this ~~payments,~~Article ~~after~~VIII and the ~~date~~Manager ~~hereof~~shall, inas ~~excess~~promptly as practicable, replace any individual with respect to whom the Board of $1Directors shall have made its request,~~000,000;~~ subject to the requirements for the election of officers under the LLC Agreement.

~~(ii)Any~~Section ~~Contract~~8.5 Insurance with any Seller or any Affiliate of any Seller (other than the Company and its Subsidiaries), except with respect to remuneration for services rendered as a director, officer or employee of the Company or any of its Subsidiaries;

~~(iii)Any~~The ~~Contract~~Company ~~under~~agrees ~~which~~it ~~the~~shall ~~Company~~maintain oradequate ~~any~~directors ofand ~~its~~officers ~~Subsidiaries~~insurance ~~has~~for ~~advanced~~any orindividuals ~~loaned~~seconded ~~any~~to ~~amount~~the toCompany, ~~any~~with liability coverage of ~~its~~no ~~directors,~~less ~~officers,~~than or$15 ~~employees;~~million.

~~(iv)Any~~ARTICLE ~~Contract~~IX under which the Company or any of its Subsidiaries has any outstanding indebtedness, obligation or liability for borrowed money or has the right or obligation to incur any such indebtedness, obligation or liability in excess of $500,000;

~~(v)Any~~TERMINATION; ~~bonds~~RESIGNATION orAND ~~Contracts~~REMOVAL ofOF ~~guarantee~~THE in which the Company or any of its Subsidiaries acts as a surety or guarantor with respect to any obligation (fixed or contingent) of another Person (other than the Company or any of its Subsidiaries) in excess of $100,000;MANAGER

~~(vi)Any~~Section ~~Contract~~9.1 Resignation ~~containing~~by ~~non-competition provisions prohibiting or restricting~~ the ~~Company~~Manager ~~or any of its Subsidiaries from competing in any business or geographical area;~~

~~(vii)Any~~The ~~Contract~~Manager ~~relating~~may resign and terminate this Agreement at any time with 180 days’ prior written notice to the ~~ownership~~Company, which right shall not be contingent upon the finding of ora ~~investment~~replacement inmanager. ~~any~~However, ~~business~~if orthe ~~enterprise~~Manager ~~(other~~resigns, ~~than~~until the ~~Company~~date oron ~~any~~which ofthe ~~its~~resignation ~~Subsidiaries)~~becomes effective, ~~including~~the ~~partnerships~~Manager shall, ~~investments~~upon inrequest ~~joint~~of ~~ventures~~the Company’s Board of Directors, ~~minority~~use ~~equity~~reasonable ~~investments~~efforts to assist the Company’s Board of Directors to find a replacement manager at no cost and ~~similar~~expense ~~Contracts;~~to the Company.

~~(viii)Any~~Section ~~collective~~9.2 Removal ~~bargaining~~of orthe ~~labor~~Manager ~~Contract;~~

~~(ix)Any~~The ~~employment,~~Company’s ~~independent~~Board ~~contractor~~of orDirectors ~~consulting~~may ~~Contract,~~terminate inthis ~~each~~Agreement ~~case,~~and ~~with~~the ~~annual~~Manager’s ~~payments~~appointment orif, ~~severance~~at orany ~~termination payments in excess of $100,000~~time;

(xa)~~Any~~ (i) ~~power~~a majority of ~~attorney~~the orCompany’s Board of Directors vote to terminate this Agreement and (ii) the holders of at least a majority of the then outstanding Trust Shares (other ~~similar~~than ~~Contract~~Trust Shares beneficially owned by the Manager or ~~grant~~its ofAffiliates) ~~agency~~vote to terminate this Agreement; provided that the Company gives the Manager at least 180 days prior written notice of such termination.

(xib)~~Any~~ there ~~Contract~~is ~~with~~a finding by a ~~government~~court of competent jurisdiction in a final, non-appealable order that (i) the Manager materially breached the terms of this Agreement and such breach continued unremedied for sixty (60) days after the Manager received written notice from the Company setting forth the terms of such breach, or ~~government~~(ii) ~~agency;~~the Manager (x) acted with gross negligence, willful misconduct, bad faith or reckless disregard in performing its duties

~~(xii)Any material broker, agent, sales representative, dealer, distribution or similar Contract;~~ 18

~~(xiii)Any~~and ~~Contract~~obligations ~~containing~~under orthis ~~providing~~Agreement ~~for an express undertaking to be responsible for consequential, special~~ or ~~liquidated~~(y) ~~damages~~engaged orin ~~penalties~~fraudulent or todishonest ~~indemnify~~acts ~~any~~in ~~other~~connection ~~party~~with ~~unless in~~ the ~~Ordinary~~business ~~Course~~and operations of ~~Business~~the Company; ~~and~~

(~~xiv~~c)~~Any~~ (i) ~~agreement~~the ~~entered~~Manager ~~into~~has ~~after~~been ~~January~~convicted 1of a felony under Federal or State law, ~~2014~~(ii) ~~providing~~the ~~for~~Company’s Board of Directors finds that the ~~acquisition~~Manager oris ~~disposition~~demonstrably and materially incapable of ~~assets~~performing ~~for~~its anduties ~~amount~~and inobligations ~~excess~~under ofthis ~~$500~~Agreement,~~000~~ ~~outside~~and of(iii) the ~~Ordinary~~holders ~~Course~~of at least sixty-six and two-thirds percentage (66 2/3%) of ~~Business.~~then outstanding Trust Shares (other than Trust Shares beneficially owned by the Manager) vote to terminate this Agreement; or

~~Except as set forth in Section 4~~(md) (i) ofthere ~~the~~is ~~Disclosure~~a ~~Schedule,~~finding ~~neither~~by ~~the~~a ~~Company~~court ~~nor any~~ of ~~its~~competent ~~Subsidiaries~~jurisdiction isthat ~~(with or without~~ the ~~lapse~~Manager ofhas ~~time or the giving of notice, or both~~(x) engaged in ~~material~~fraudulent ~~breach~~ or ~~default~~dishonest ofacts orin ~~under~~connection ~~any Material Contract, and, to the Knowledge of the Company, no other party to any such Material Contract is (~~with ~~or without~~ the ~~lapse~~business ~~of time~~ or ~~the~~operations ~~giving~~ of ~~notice, or both) in material breach or default thereunder. To~~ the ~~Knowledge of the~~ Company, ~~except~~or ~~as set forth in Section 4~~(my) ofgross ~~the Disclosure Schedule~~negligence, nowillful ~~event has occurred that with notice or lapse of time would constitute a breach or default~~misconduct, orbad ~~permit~~faith ~~termination, modification,~~ or ~~acceleration~~reckless ~~under~~disregard ~~any~~in ~~Material~~performing ~~Contract,~~its ~~except~~duties ~~for breaches, defaults~~ and ~~events~~obligations ~~that~~under ~~would~~this ~~not~~Agreement, ~~individually or in the aggregate, reasonably be expected to be material. Each Material Contract is in full force~~ and ~~effect~~(ii) ~~and neither~~ the ~~Company~~holders ~~nor any~~ of ~~its~~at ~~Subsidiaries~~least ~~has~~sixty- ~~received~~six any written notice of the intention of any Person to cancel or terminate any Material Contract or that any party to any such Contract intends to fail to renew such Contract. The Company has made available to Buyer a correct and ~~complete~~two-thirds ~~copy~~percentage ~~of each written Contract~~ (as66 ~~amended to date~~2/3%) ~~listed in Section 4(m)~~ of the ~~Disclosure~~then ~~Schedule~~outstanding ~~and~~Trust aShares ~~written~~(other ~~summary~~than ~~setting~~Trust ~~forth~~Shares ~~the~~beneficially ~~terms~~owned ~~and~~by ~~conditions~~the ofManager) ~~each~~vote ~~oral Contract referred~~ to interminate ~~Section~~this ~~4(m) of the Disclosure Schedule~~Agreement.

~~(n)Insurance~~Section 9.3 Termination

~~(i)~~Subject to Section 13.4~~(n)~~, ofthis ~~the~~Agreement ~~Disclosure~~shall ~~Schedule~~terminate ~~sets~~upon ~~forth~~ the ~~following~~resignation ~~information with respect to each material insurance policy to which the Company~~ or ~~any~~removal of ~~its~~the ~~Subsidiaries~~Manager isin ~~currently~~accordance awith ~~party,~~Sections a9.1 ~~named insured,~~ or ~~otherwise~~9.2 ~~the beneficiary of coverage:~~hereof.

~~(A)The~~Section ~~name~~9.4 Termination ~~and address of the agent;~~Expenses

The Company acknowledges that throughout the term of this Agreement, substantially all of the personnel and physical and electronic facilities and data processing infrastructure maintained by the Manager have been provided for the principal and primary benefit of the Company. The Company further acknowledges that the Manager will incur substantial expenses to wind down its operations, including termination expenses relating to such employees, facilities and infrastructure upon a termination of this Agreement, which expenses shall, subject to this Section 9.4, be borne by the Company if such termination is the result of the actions of the Company pursuant to Section 9.2(Ba) above. As soon as reasonably practicable following the giving by the Company of notice of termination to the Manager as set forth in Section 9.2(a), but in no event later than ninety (90) days after receipt of such notice, the Manager will provide to the Company its calculation of such reasonable termination expenses together with reasonable supporting documentation. The ~~name~~termination expenses to be borne by the Company pursuant to this Section 9.4 shall only include reasonable expenses (i) for up to eighteen (18) months of severance payments to employees of the ~~insurer~~Manager (which payments shall be based upon, as applicable, each employee’s current annual salary) plus, if applicable, an amount equal to one and a half times such employee’s annual cash bonus for the ~~name~~previous fiscal year, provided, however, that the Company shall not be required to reimburse the Manager for any severance and/or bonus payments to any person who is an equityholder of the ~~policyholder~~Manager, (ii) related to the termination and/or winding down of leases for office space used by the ~~name~~Manager in connection with the Services, (iii) for the termination and/or winding down of ~~each~~contracts ~~covered~~and ~~insured;~~licenses related to computer software and hardware, and (iv) otherwise directly incurred by the Manager in connection with activities customarily undertaken in the winding down of operations of a Company in the Manager’s line of business. Such termination expenses shall be paid to

~~(C)The policy number and the period of coverage.~~19

~~(ii)With respect to each such insurance policy (except for policies~~ the ~~Company~~Manager orby ~~any of its Subsidiaries, as~~ the ~~case~~date ~~may~~that ~~be, has intentionally canceled or allowed to expire): (A) the policy~~ is ~~legal,~~ten ~~valid, binding, enforceable, and in full force and effect and will remain in full force through the Closing Date; and~~ (B10) toBusiness ~~the~~Days ~~Knowledge~~after of the ~~Company,~~later ~~neither the Company nor any~~ of ~~its Subsidiaries nor any other party to~~ the ~~policy~~date isincurred ~~in breach~~ or ~~default (including with respect to~~ the ~~payment~~actual ~~of premiums or the giving of notices), and no event has occurred that, with notice or the lapse of time, would constitute such a breach or default, or permit~~ termination, ~~modification~~date ~~or acceleration, under the policy. No notice~~ of ~~cancellation~~this ~~or termination has been received by the Company or any of its Subsidiaries with respect to any such policy~~Agreement. ~~True~~ ~~and complete copies of each such policy as currently in effect have been made available to the Buyer.~~

~~(iii)~~Section ~~4(n) of the Disclosure Schedule describes any self-insurance arrangement by or affecting the Company or any Subsidiary, including any reserves established thereunder~~9.5 Seconded Individuals

~~(o)Labor~~Upon the termination of this Agreement, all seconded officers, including the Chief Executive Officer and ~~Employment~~Chief ~~Matters~~Financial Officer, employees, representatives and delegates of the Manager and its Affiliates who perform Services hereunder, shall resign their respective positions with the Company and cease working on behalf of the Company as of the date of such termination or at such other time as determined by the Manager. Any Manager appointed director may continue to serve on the Company’s Board of Directors subject to the terms of the LLC Agreement.

~~(i)Except as set forth in~~ Section 4(o)(i) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement or other similar agreement, and there are no labor unions or other organizations representing, purporting to represent or attempting to represent any employees employed by the Company or its Subsidiaries9. ~~Within~~6 Termination the past three (3) years, there has not occurred or been threatened any strike, slowdown, picketing, work stoppage, concerted refusal to work overtime, or other similar labor activity with respect to any employee of ~~the~~License; ~~Company~~Withdrawal ~~or its Subsidiaries and, to the Knowledge~~ of ~~the~~Branding Company, no event has occurred or circumstance exists that may provide the basis of any such strike, slowdown, picketing, work stoppage, concerted refusal to work overtime, or other similar labor activity. There are no material employment or employment-related disputes involving the Company or its Subsidiaries currently subject to any Proceeding or, to the Knowledge of the Company, threatened. The Company and its Subsidiaries have complied in all material respects with all applicable Laws pertaining to the employment, classification of employees, or termination of employment of their employees, including all such laws relating to labor relations, equal employment opportunities, immigration, wage and hour laws, health and safety, fair employment practices, workers’ compensation, prohibited discrimination and other similar employment activities. No unfair labor practice Proceeding is pending or, to the Knowledge of the Company, threatened before the National Labor Relations Board or any other federal, state, local, and foreign government (and all agencies thereof) with respect to any employee or independent contractor, and the Company and its Subsidiaries are in material compliance with any applicable collective bargaining or similar union agreement. Neither the Company nor any of its Subsidiaries is subject to any order to bargain by the National Labor Relations Board with respect to any employee.

~~(ii)Neither~~If ~~the~~this ~~Company~~Agreement ~~nor~~is ~~any~~terminated ~~Subsidiary,~~pursuant asto ~~applicable,~~Section ~~has~~9.2 ~~been~~of ~~notified~~this ~~in writing or~~Agreement, to the ~~Knowledge~~right ofgranted ~~the~~pursuant ~~Company,~~to ~~orally~~Section by3.7 ahereof ~~Key~~shall ~~Employee~~terminate ~~that~~within ~~such~~180 ~~Key~~days ~~Employee~~of ~~may~~such ~~terminate~~termination ~~his~~and orthe ~~her~~Company ~~employment~~agrees, ~~with~~and the Company oragrees ato ~~Subsidiary~~cause ~~following~~ the ~~date~~Trust ofand ~~this~~its ~~Agreement. Except~~Subsidiaries, asto ~~set~~cease ~~forth~~using inthe ~~Section~~term ~~4(o)(ii)~~“Compass” or any of the ~~Disclosure~~Manager ~~Schedule,~~Marks ~~all~~entirely ~~Employees~~in ~~are~~its ~~terminable~~or ~~“at~~their ~~will”~~business ~~by the Company~~ or ~~any~~operations, ~~Subsidiary~~as ~~without~~the ~~material~~case ~~cost~~may orbe, ~~penalty~~within to180 ~~the~~days ~~Company~~of or such ~~Subsidiary~~termination, ~~and~~including ~~are~~by ~~employed~~changing byits ~~the~~name ~~Company~~to ~~and~~remove any ~~Subsidiary. A~~reference ~~true~~to ~~and~~the ~~complete~~term ~~copy~~“Compass” ofor the ~~current~~Manager ~~version~~Marks; ofprovided, ~~each~~that, ~~policy~~to ~~manual~~the ~~and~~extent ~~handbook~~the ~~provided~~Board toof orDirectors ~~governing~~of the ~~employees~~Company ofdeems ~~the~~it ~~Company~~necessary or ~~any Subsidiary~~advisable, ~~and copies of~~ the ~~application~~Manager ~~forms~~agrees ~~and~~that ~~form~~the ofTrust, ~~offer~~the ~~letters~~Company ~~currently~~and ~~being~~the ~~used~~Subsidiaries byof the Company ormay ~~any~~use ~~Subsidiary~~the interm ~~connection~~“Compass” ~~with~~or ~~the~~any ~~hiring~~ of ~~new~~the ~~employees,~~Manager ~~have~~Marks ~~been~~in ~~made~~referencing ~~available~~their toprevious ~~the Buyer~~names.

(iii)Neither the Company nor any Subsidiary has, in the last three years, effectuated a "plant closing" or "mass layoff" (as defined in the WARN Act) affecting any single site of employment (as defined in the WARN Act). Except as set forth on Section ~~4(o) of the Disclosure Schedule, none of the employees of the Company or any Subsidiary will have suffered an "employment loss" under the WARN Act in the six months prior to the date hereof~~9.7 Directions

~~(iv)The~~After ~~Company~~a ~~and~~written ~~each~~notice ~~Subsidiary~~of termination has ~~made~~been ~~all~~given ~~required~~under ~~payments~~this ~~due~~Article IX, the Company may direct the Manager to ~~Employees~~undertake any actions necessary to transfer any aspect of the ownership or control of the assets of the Company to the Company or to any nominee of the Company and to ~~its~~do ~~unemployment~~all ~~compensation~~other ~~reserve~~things ~~accounts~~necessary ~~with~~to bring the ~~appropriate~~appointment ~~federal~~of the Manager to an end, ~~state~~and the Manager shall comply with all such reasonable directions. In addition, ~~local~~the Manager shall, at the Company’s expense, deliver to any new manager or the Company any books or records held by the Manager under this Agreement and ~~foreign~~shall ~~governments~~execute (and ~~all~~deliver ~~agencies~~such ~~thereof)~~instruments ofand ~~the~~do ~~jurisdictions~~such ~~where~~things itas ismay reasonably be required to ~~maintain~~permit ~~such~~new ~~accounts~~management of the Company to effectively assume its responsibilities.

~~(p)Litigation.~~ ARTICLE X

(i)Except as set forth on Section 4(p) of the Disclosure Schedule, (A) there are no Proceedings pending or, to the Knowledge of the Company, threatened, against the Company or its Subsidiaries or seeking to enjoin the transactions contemplated by this Agreement and (B) to the Knowledge of the Company, no event has occurred or circumstance exists that would reasonably be expected to give rise to, or serve as a basis for, the commencement of any Proceeding, or series of related Proceedings arising from the same facts or circumstances, that would reasonably be expected to result in monetary damages or otherwise cause the Company or any of its Subsidiaries to suffer Adverse Consequences in excess of $250,000.INDEMNITY

~~(ii)Except as set forth on~~ Section ~~4(p)~~10.1 Indemnity ~~of the Disclosure Schedule, (A) there is no Order to which the Company or any of the Subsidiaries, or any of the assets owned or used by the Company or any Subsidiary,~~

isThe ~~subject,~~Company ~~(B)~~shall ~~each~~indemnify ofreimburse, ~~the~~defend ~~Company~~ and ~~the~~hold ~~Subsidiaries~~harmless ~~is in full compliance with all of~~ the ~~terms~~Manager and ~~requirements~~its ofsuccessors ~~each~~and ~~Order~~permitted ~~to which it~~assigns, ortogether ~~any~~with oftheir ~~the~~respective ~~assets~~employees, ~~owned~~officers, ormembers, ~~used by it~~managers, ~~is subject~~directors, ~~(C)~~agents noand ~~event~~representatives ~~has occurred or circumstance exists that may constitute or result in~~ (~~with~~collectively ~~or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which~~ the ~~Company~~“Indemnified ~~or any Subsidiary~~Parties”), orfrom ~~any~~and ofagainst ~~the~~all ~~assets~~losses ~~owned~~(including orlost ~~used by the Company or any Subsidiary~~profits), ~~is subject; and (D) neither the Company nor any Subsidiary has~~costs, ~~at any time in the past five years~~damages, ~~received any written notice or~~injuries, ~~to the Knowledge of the Company~~taxes, ~~oral notice or other communication from any Governmental Entity or any other Person regarding any actual or potential violation of~~penalties, ~~or failure to comply with~~interests, ~~any term of any Order to which the Company or any Subsidiary~~expenses, ~~has been subject~~obligations, ~~except~~claims ~~where~~and ~~such~~liabilities ~~violation~~(joint or ~~failure~~severable) toof ~~comply~~any ~~would~~kind ~~not~~or ~~reasonably~~nature bewhatsoever ~~expected to have a Material Adverse Effect.~~

~~(q)Employee Benefits~~20

(~~i)Section~~collectively ~~4(q~~“Losses”)~~(i)~~ ofthat ~~the~~are ~~Disclosure~~incurred ~~Schedule~~by ~~lists~~such ~~each~~Indemnified ~~Employee~~Parties ~~Benefit~~in ~~Plan. With~~connection ~~respect to each Employee Benefit Plan~~with, ~~the~~relating ~~Company~~to ~~and its Subsidiaries have provided~~ or ~~made~~arising ~~available~~out ~~to Buyer true and complete copies~~ of: (i) ~~such~~the ~~Employee~~breach ~~Benefit~~of ~~Plan,~~any ifterm ~~written,~~ or acondition ~~description~~ of ~~such~~this ~~Employee~~Agreement, ~~Benefit~~or ~~Plan if not written and~~ (ii) to the ~~extent~~performance ~~applicable~~of toany ~~such~~Services ~~Employee~~hereunder; ~~Benefit~~provided, ~~Plan: all trust agreements~~however, ~~custodial~~that ~~agreements,~~the ~~administrative~~Company ~~agreements,~~shall ~~investment~~not ~~advisory~~be ~~and~~obligated ~~investment~~to ~~management~~indemnify, ~~agreements~~reimburse, ~~insurance~~ ~~contracts~~defend or ~~other~~hold ~~funding~~harmless ~~arrangements;~~any ~~administrative~~Indemnified ~~committee~~Party ~~and~~for ~~investment~~any ~~committee~~Losses ~~documents~~incurred, ~~and~~by ~~minutes;~~such ~~the~~Indemnified ~~three~~Party ~~(3)~~in ~~most~~connection ~~recent~~with, ~~Forms 5500 required to have been filed and all schedules thereto; the most recent IRS determination letter and all material correspondence~~ relating ~~thereto; all pending IRS determination letter applications; all current employee handbooks or manuals; all current summary plan descriptions; all material written communications received from or sent~~ to ~~the IRS~~ or ~~Department~~arising out of: ~~Labor; and all amendments and modifications to any such document.~~

(iia)~~Except~~ a asbreach disclosed in Section 4(q)(ii) of the Disclosure Schedule, each Employee Benefit Plan has been operated and administered in material compliance with its terms and has been established, operated and administered in compliance with all applicable Laws, including ERISA and the Code, and all contributions and premiums required to have been paid by ~~the Company or its Subsidiaries to any Employee Benefit Plan under the terms of any~~ such ~~Employee~~Indemnified ~~Benefit~~Party Plan or its related trust, insurance contract or other funding arrangement, or pursuant to any applicable Law have been paid within the time prescribed by any such Employee Benefit Plan, arrangement or applicable Law. There is no material action, claim, complaint, investigation, petition, suit, or other proceeding in Law or in equity pending or, to the Knowledge of ~~the~~this ~~Company,~~Agreement; threatened against , or arising out of, any Employee Benefit Plan or the assets of any Employee Benefit Plan (other than routine claims for benefits) and, to the Knowledge of the Company, no facts or circumstances exist that would reasonably be expected to give rise to any such material action, claim, complaint, investigation, petition, suit, or other proceeding. No Employee Benefit Plan is or, within the last six(6) years, has been the subject of (i) an examination or audit by a Governmental Entity, or (ii) except as disclosed in Section 4(q)(ii) of the Disclosure Schedule, an application or filing under, or a participant in, a Government Entity-sponsored amnesty, voluntary compliance, self-correction or similar program.

(~~iii~~b)~~Each~~ the ~~Employee~~gross ~~Benefit Plan intended to be qualified under Code §401(a)~~negligence, ~~and~~willful ~~the trust (if any) forming a part thereof~~misconduct, ~~has~~bad ~~received~~faith aor ~~favorable~~reckless ~~determination~~disregard ~~letter from the IRS as to its qualification under the Code and to the effect that each such trust is exempt from taxation under Code §501(a) and nothing has occurred since the date~~ of such ~~determination letter that will adversely affect such qualification or tax-exempt status.~~ ~~All~~Indemnified ~~amendments~~Party ~~and~~in ~~actions~~the ~~required~~performance ~~to bring each Employee Benefit Plan into conformity with applicable provisions~~ of ~~all~~any ~~applicable~~Services ~~Laws, including, without limitation, ERISA and the Code,~~ hereunder;

~~have~~(c) fraudulent ~~been made~~ or ~~taken,~~dishonest ~~except~~acts toof ~~the extent that~~ such ~~amendments~~Indemnified orParty ~~actions~~with ~~are~~respect ~~not required by applicable Law~~ to ~~be made or taken until after~~ the ~~Closing Date. None of the~~ Company or ~~its Subsidiaries or~~ any ~~current or former employee, officer, director, or independent contractor~~ of ~~the Company or any of~~ its Subsidiaries; ~~has incurred any material liability (including as a result of any indemnification obligation) arising out of~~ or relating to Code §409A, and no condition exists that would reasonably be expected to subject such person to any material liability (including as a result of any indemnification obligation) arising out of or relating to Code §409A.

(ivd)~~No Employee Benefit Plan is (i)~~ a ~~“multiple~~violation ~~employer plan” for purposes~~ of §4063, §4064 or §4066 of ERISA, (ii) a “multiemployer plan” within the meaning of §3(37) or §4001(a)(3) of ERISA, (iii) subject to Code §412 or §302 or Title IV of ERISA, or (iv) a “multiple employer welfare arrangement” as defined in §3(40) of ERISA. None of the Company or its Subsidiaries or any ERISA Affiliate has incurred any material liability (including as a result of any indemnification obligation) under Title I or Title IV of ERISA for which the Company or its Subsidiaries would reasonably be expected to be liable, and except as set forth in Section 4(q)(iv) of the Disclosure Schedule, no condition exists that would reasonably be expected to subject the Company or its Subsidiaries (or any of their assets), either directly or by reason of affiliation with an ERISA Affiliate, to any Tax, fine, Lien, encumbrance, or other material liability imposed by ERISA, the Code or other applicable ~~Law~~law. There has been no prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available with respect to any Employee Benefit Plan. Neither the Company nor any Subsidiary nor, to the Knowledge of the Company, their respective current and former employees, officers and directors have material liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of assets of any Employee Benefit Plan.

~~(v)No~~The ~~current~~rights ~~or former employee, officer, director or independent contractor~~ of ~~the~~any ~~Company~~Indemnified orParty ~~its~~referred ~~Subsidiaries~~to isabove orshall ~~will~~be ~~become~~in ~~entitled~~addition to ~~death~~any orrights ~~post-employment~~that ~~death~~such orIndemnified ~~medical~~Party ~~benefits~~shall byotherwise ~~reason~~have ofat ~~service~~law ~~to the Company~~ or ~~its~~in ~~Subsidiaries, other than coverage mandated by Code §4890B~~equity.

~~(vi)Except~~Without asthe ~~set~~prior ~~forth~~written inconsent ~~Section 4(q)(vi)~~ of the ~~Disclosure Schedule~~Company, ~~the~~no ~~consummation~~Indemnified ofParty ~~the~~shall ~~transactions contemplated by this Agreement will not~~settle, ~~either~~compromise ~~alone~~ or inconsent ~~combination~~to ~~with~~the ~~another~~entry ~~event,~~of ~~(i) entitle~~ any ~~current~~judgment ~~or former employee~~in, ~~officer, director~~ or ~~independent~~otherwise ~~contractor~~seek ~~of the Company or its Subsidiaries~~ to ~~severance~~terminate ~~pay~~any, ~~unemployment~~claim, ~~compensation or any other payment~~action, ~~(ii)~~proceeding ~~accelerate the time of payment~~ or ~~vesting,~~investigation orin ~~increase~~respect ~~the amount~~ of ~~compensation~~which ~~due~~indemnification ~~any~~could ~~such~~be ~~individual~~sought orhereunder ~~require~~unless ~~any~~(a) ~~contributions~~such orIndemnified ~~payments~~Party toindemnifies ~~fund any obligations under any Employee Benefit Plan, (iii) cause~~ the Company orfrom any ~~Subsidiary~~liabilities toarising ~~transfer~~out orof ~~set~~such ~~aside~~claim, ~~any~~action, ~~assets~~proceeding toor ~~fund any Employee Benefit Plan~~investigation, (ivb) ~~limit~~such ~~or restrict the right to amend~~settlement, ~~terminate~~compromise or ~~transfer~~consent ~~the~~includes ~~assets~~an ofunconditional ~~any~~release ~~Employee~~of ~~Benefit~~the ~~Plan,~~Company orand ~~(v)~~Indemnified ~~otherwise~~Party ~~give~~from ~~rise~~all ~~to any material~~ liability ~~under~~arising ~~any~~out ~~Employee Benefit Plan. The consummation~~ of ~~the~~such ~~transactions~~claim, ~~contemplated~~action, byproceeding ~~this Agreement (either alone~~ or ininvestigation ~~combination~~and ~~with any other event or events~~(c) ~~will~~the ~~not~~parties ~~give~~involved ~~rise~~agree tothat ~~any~~the ~~payment~~terms ~~(or acceleration~~ of ~~vesting~~such ofsettlement, ~~any~~compromise ~~amounts~~ or ~~benefits)~~consent ~~that~~shall ~~will~~remain ~~be an “excess parachute payment” as defined in Code §280G~~confidential.

~~(vii)~~Section ~~4(q)(vii) of the Disclosure Schedule lists each Multiemployer Plan~~10. No2 Insurance event has occurred with respect to any Multiemployer Plan that presents a material risk of a complete or partial withdrawal of the Company or any Subsidiary thereof under Subtitle E of Title IV of ERISA, and neither the Company nor any of its Subsidiaries has, since January 1, 2007, withdrawn in a complete or partial withdrawal from any Multiemployer Plan or incurred any contingent liability under Section 4204 of ERISA. To the Knowledge of the Company, no Multiemployer Plan listed in Section 4(q)(vii) of the Disclosure Schedule is in “reorganization” or “insolvent” or in endangered or critical status under Pension Protection Act of 2006 funding rules; and the Company has made available to Buyer the approximate amount of withdrawal liability that would be incurred if the Company and its Subsidiaries were to completely withdraw from all such listed Multiemployer Plans as of the most recent date available.

~~(viii)None~~The ~~of the~~ Company oragrees ~~any~~it ofshall ~~the~~maintain ~~Subsidiaries~~adequate ~~has~~insurance ~~any~~in ~~legally~~support ~~binding~~of ~~plan~~the orindemnity ~~commitment~~obligation toset ~~create~~forth ~~any additional Employee Benefit Plan or modify or change any existing Employee Benefit Plan that could be reasonably expected to result~~ in ~~additional~~this ~~liabilities~~Article X.

~~(ix)Each~~ARTICLE ~~Employee Benefit Plan may be amended or terminated without penalty other than the funding or payment of benefits or fees incurred through the date of termination.~~XI

~~(x)During~~LIMITATION ~~all~~OF ~~relevant~~LIABILITY ~~time~~OF ~~periods,~~THE neither the Company 401(k) Plan nor any other Employee Benefit Plan has owned (i) any debt or equity interests of or in the Company, the Subsidiaries, or any ERISA Affiliate, or (ii) any non-publicly-traded asset.MANAGER

~~(r)Environmental,~~Section ~~Health,~~11.1 Limitation ~~and~~of ~~Safety~~Liability ~~Matters~~

~~Except~~The asManager ~~set~~shall ~~forth~~not inbe ~~Section~~liable 4for, and the Company shall not take, or permit to be taken, any action against the Manager to hold the Manager liable for, any error of judgment or mistake of law or for any loss suffered by the Company or its Subsidiaries (rincluding, without limitation, by reason of the purchase, sale or retention of any security) in connection with the performance of the ~~Disclosure~~Manager’s ~~Schedule:~~duties under this Agreement, except for a loss resulting from gross negligence, willful misconduct, bad faith or reckless disregard on the part of the Manager in the performance of its duties and obligations under this Agreement, or its fraudulent or dishonest acts with respect to the Company or any of its Subsidiaries.

(i)Since August 1, 2009, the Company and each of its Subsidiaries have materially complied, and are in material compliance, with Environmental, Health, and Safety Requirements, and, neither the Company nor any of its Subsidiaries, in the last five years, have been notified in writing concerning an alleged violation of Environmental, Health, and Safety Requirements at any Backend Sites relating to Processed Materials, and there is no Order issued under Environmental, Health, and Safety Requirements to which the Company or any Subsidiary is subject.21

~~(ii)The~~Section Company and each of its Subsidiaries have obtained, and timely filed any required renewals with respect to, and at all times materially complied with, and is in material compliance with, all approvals, permits, licenses and authorizations of Governmental Entities that are required pursuant to Environmental, Health, and Safety Requirements (“Environmental Permits”) for the occupation of their Owned Real Property and Leased Real Property and the operation of their business, all of which Environmental Permits are in full force and effect11.2 Reliance ~~A list~~ of ~~all~~Manager ~~Environmental Permits issued to the Company or its Subsidiaries is set forth in Section 4(r) of the Disclosure Schedule.~~

~~(iii)To~~The ~~the~~Manager ~~Knowledge~~may oftake ~~the~~and ~~Company,~~may ~~the~~act ~~Backend~~and ~~Sites~~rely ~~have~~upon: ~~obtained all Environmental Permits required for the acceptance of all materials delivered to the Backend Sites by, on behalf of, or from the Company or any of its Subsidiaries.~~

(iva)~~Neither~~ the ~~Company~~opinion ~~nor~~or ~~any~~advice of ~~its~~legal ~~Subsidiaries~~counsel, ~~has~~which ~~received~~may ~~any~~be ~~written~~in-house ~~notice,~~counsel ~~demand,~~to ~~inquiry,~~the Company or ~~claim~~the ~~regarding~~Manager, any ~~actual~~U.S.-based law firm, or ~~alleged~~other ~~material~~legal ~~violation~~counsel ofreasonably ~~Environmental,~~acceptable ~~Health,~~to ~~and~~the ~~Safety~~Board ~~Requirements~~of Directors of the Company, in relation to the ~~last~~interpretation ~~three~~of ~~years~~this Agreement or ~~that~~any ~~has~~other ~~not~~document ~~been~~(whether ~~substantially~~statutory ~~resolved.~~or otherwise) or generally in connection with the Company;

(vb)~~Neither~~ advice, ~~the~~opinions, ~~Company~~statements ~~nor~~or ~~any~~information offrom ~~its Subsidiaries has received any written notice~~bankers, ~~demand~~accountants, ~~inquiry~~auditors, orvaluation ~~claim~~consultants ~~alleging~~and ~~liability~~other onPersons ~~the~~consulted ~~part~~by of the ~~Company~~Manager orwho ~~any~~are ofin ~~its~~each ~~Subsidiaries~~case ~~for~~believed by the ~~disposal~~Manager ofin ~~Hazardous~~good ~~Materials~~faith ~~or Processed Materials at a site subject~~ to ~~investigation,~~be ~~inquiry~~expert orin ~~Order~~relation ~~by a Governmental Entity, or any material Adverse Consequences, including any investigatory, remedial or corrective obligations, relating~~ to the ~~Company~~matters orupon ~~any~~which ofthey ~~its~~are ~~Subsidiaries~~consulted; ~~or their respective Owned Real Property and Leased Real Property, business and operations, arising under Environmental, Health, and Safety Requirements.~~

(vic)~~Neither~~ a ~~the~~document ~~Company~~which ~~nor~~the ~~any~~Manager ofbelieves ~~its~~in ~~Subsidiaries~~good ~~have~~faith ~~treated,~~to ~~used,~~be ~~stored,~~the ~~processed,~~original ~~placed,~~or ~~disposed~~a copy of, ~~arranged~~an ~~for~~appointment orby ~~permitted~~ the ~~disposal~~Trust ~~of,~~in ~~transported,~~respect ~~handled,~~of ~~produced, distributed, exposed~~ any ~~person~~Trust ~~to,~~Interest ~~released, spilled, discharged~~ or ~~emitted~~holder ~~any~~of ~~Hazardous~~a ~~Materials~~Trust orCertificate ~~Processed Material~~ in ~~material~~respect ~~violation~~ of ~~Environmental,~~a ~~Health~~share ~~and~~of ~~Safety~~Trust ~~Requirements,~~Shares orof in a ~~manner~~Person ~~that~~to ~~has~~act ~~given~~as ~~rise,~~such orPerson’s ~~would~~agent befor ~~reasonably~~any ~~anticipated~~purpose toconnected ~~give~~with ~~rise,~~the toCompany; ~~material Adverse Consequences pursuant to Environmental, Health~~ and ~~Safety Requirements.~~

(~~vii~~d)~~Neither the Company nor~~ any ofother ~~its~~document ~~Subsidiaries~~provided ~~have~~to ~~expressly~~the ~~assumed~~Manager orin ~~undertaken~~connection ~~any~~with ~~material~~the ~~Adverse~~Company ~~Consequences,~~upon ~~including~~which ~~without~~it ~~limitation~~is ~~any~~reasonable ~~obligation~~ for ~~corrective~~the orManager ~~remedial~~to ~~action, of any other Person arising under Environmental, Health and Safety Requirements~~rely.

~~(viii)~~The ~~Company~~Manager ~~has~~shall ~~made~~not ~~available~~be toliable ~~Buyer~~for inanything ~~its Intralinks document data-room~~done, ~~correct~~suffered ~~and~~or ~~complete~~omitted ~~copies~~by ofit ~~(i) all material Environmental Permits currently~~ in ~~effect;~~good ~~and~~faith ~~(ii) results of any material reports, studies, analyses, tests, or monitoring,~~ in ~~the~~reliance ~~possession~~upon ofsuch ~~the Company or any of its Subsidiaries pertaining to Hazardous Material or Processed Material in~~opinion, onadvice, ~~or under their property or facilities (excluding analysis~~statement, ~~studies,~~information ~~tests~~ or reports concerning Hazardous Material or Processed Material in the Ordinary Course of Business), or concerning compliance by the Company or any of its Subsidiaries or Backend Sites with Environmental, Health and Safety Requirementsdocument.

~~(ix)Neither~~ARTICLE this Agreement nor the consummation of the transactions contemplated by this Agreement will result in a requirement prior to or as of Closing to transfer any Environmental Permit or obtain consent from any Governmental Entity with respect to any Environmental Permit, or any obligations for site investigation or cleanup under the New Jersey Industrial Site Recovery Act.XII

~~(x)This~~LEGAL ~~Section 4(r) contains the sole and exclusive representations and warranties of the Company with respect to any Environmental, Health and Safety Requirements.~~ACTIONS

~~(s)Certain Business Relationships with the Company and its Subsidiaries. Except as set forth in~~ Section 4(s) of the Disclosure Schedule, no officer, director, shareholder or Affiliate of any Seller, the Company or any Subsidiary or, to the Knowledge of the Company, any individual in any such officer's, director's or shareholder's Family, is a party to any Contract or involved in any business relationship with the Company or any Subsidiary (other than employment Contracts entered into in the Ordinary Course of Business) or has any ownership interest in any property or right, tangible or intangible, used by the Company or its Subsidiaries12. ~~For~~1 Third ~~purposes~~Party ofClaims this Section 4(s), “Family” means, with respect to each individual, (i) such individual’s spouse, (ii) a parent, child, sibling, nephew or niece of such individual or such individual’s spouse, and (iii) any other natural person who resides with such individual.

(ta)~~Books~~ The ~~and~~Manager ~~Records. Except~~shall asnotify ~~set~~the ~~forth~~Company inpromptly ~~Section 4(t)~~ of ~~the~~any ~~Disclosure~~claim ~~Schedule,~~made ~~the~~by ~~books~~any ofthird ~~account,~~party ~~minute~~in ~~books~~relation ~~and~~to ~~equity~~the ~~ownership~~assets ~~records~~ of the Company and ~~each~~shall ~~Subsidiary~~send ~~will~~to ~~be in~~ the ~~possession~~Company ofany ~~the~~notice, ~~Company~~claim, summons or ~~the~~writ ~~applicable~~served ~~Subsidiary~~on atthe Manager concerning the ~~Closing~~Company.

(ub)No The ~~Undisclosed~~Manager ~~Liabilities. Except~~shall asnot, ~~set~~without ~~forth~~the inprior ~~Section~~written ~~4(u)~~consent of the ~~Disclosure~~Board ~~Schedule, neither the Company nor any~~ of ~~its~~Directors ~~Subsidiaries has any liabilities or other obligations~~ of athe ~~type~~Company, ~~required~~purport to beaccept ~~reflected on a balance sheet prepared in accordance with GAAP, other than (a) liabilities reserved against~~ or ~~otherwise~~admit ~~disclosed~~any inclaims ~~the Most Recent Financial Statements~~ or ~~in the financial notes to the Audited Balance Sheet, (b) current~~ liabilities ~~arising since the date~~ of ~~the~~which ~~Audited~~it ~~Balance~~receives ~~Sheet~~notification inpursuant ~~the~~to ~~Ordinary~~Section ~~Course~~12. ~~of Business,~~ 1(ca) ~~liabilities~~above ~~under~~on ~~this~~behalf ~~Agreement or in connection with the transactions contemplated by this Agreement, and (d) liabilities for the payment or performance~~ of ~~executory obligations required by~~ the ~~terms~~Company ~~of,~~ or ~~arising~~make ~~under,~~ any ~~Contract~~settlement toor ~~which~~compromise ~~the~~with ~~Company or~~ any ~~Subsidiary~~third orparty ~~their~~in ~~assets~~respect ~~are bound (other than as a result~~ of ~~a breach, nonperformance or default by~~ the Company ~~or any Subsidiary under any such Contract)~~.

~~(v)Certain~~ARTICLE ~~Payments and Other Commercial Practices.~~XIII Except as set forth in Section 4(v) of the Disclosure Schedule, neither the Company or any Subsidiary nor, to the Knowledge of the Company, any director, officer, employee, agent or representative of the Company or any Subsidiary, or any other person acting on the behalf of the Company or any Subsidiary, has directly or indirectly, whether through Affiliates, partners, officers, employees, agents or representatives, paid, offered, promised, authorized or agreed to give any monies, gift or other thing of value or benefit, whether in cash or kind, and whether or not pursuant to a written contract, to any official or employee of any Governmental Entity (including an official or employee of any public international organization or government-owned business or enterprise),

or to any political party, employee or director thereof, or any candidate for a political position or any political subdivision, in each case, for the purpose of influencing any act or decision of such official or employee (A) to further the business of the Company or any of its Subsidiaries, (B) to assist the Company or any of its Subsidiaries in connection with any actual or proposed transaction in connection with the operations of the Company or any of its Subsidiaries, or (C) in violation of any law, including but not limited to the United States Foreign Corrupt Practices Act of 1977, as amended.MISCELLANEOUS

~~(w)Accounts~~Section ~~Receivable~~13. ~~All~~1 Obligation ~~accounts receivable~~ of ~~the~~Good ~~Company~~Faith; ~~and~~No ~~any~~Fiduciary ~~Subsidiary~~Duties that are reflected in the Audited Balance Sheet or the Most Recent Financial Statements or the accounting records of the Company or any Subsidiary as of the Closing Date (collectively, the “Accounts Receivable”) represent or will represent valid obligations of the respective account debtors arising from sales actually made or services actually performed in the Ordinary Course of Business. All reserves in respect of the Accounts Receivable reflected in the Audited Balance Sheet or the Most Recent Financial Statements have been calculated consistent with past practice in accordance with GAAP consistently applied.

~~(x)Customers and Suppliers.~~22

~~(i)Set~~The ~~forth~~Manager onshall ~~Section~~perform ~~4(x) of the Disclosure Schedule is a list of the ten (10) largest customers of the Company and~~ its ~~Subsidiaries~~duties ~~(each~~under athis ~~“Major~~Agreement ~~Customer”)~~ in ~~terms~~good offaith ~~annual~~and ~~gross sales~~ for the ~~trailing~~benefit ~~12-month~~of ~~period~~the ~~ended December 31, 2013 and for calendar year 2014 year-to-date (through June 30, 2014)~~Company. ~~Except~~ asThe ~~set~~relationship ~~forth on Section 4(x)~~ of the ~~Disclosure~~Manager ~~Schedule,~~to ~~no Major Customer has notified~~ the Company oris ~~any~~as ~~Subsidiary~~an inindependent ~~writing~~contractor ~~that~~and itnothing ~~will be discontinuing or terminating its business relationship with the Company or any Subsidiary or modifying its business relationship with the Company or any Subsidiary~~ in athis ~~way~~Agreement ~~that~~shall ~~would reasonably~~ be ~~expected~~construed to ~~materially~~impose ~~and~~on ~~adversely~~the ~~affect~~Manager ~~the~~an ~~Company~~express or ~~any~~implied ~~Subsidiary~~fiduciary ~~(in each case, other than in accordance with the terms of any existing Contract without any action by the parties thereto)~~duty.

~~(ii)Except as set forth on~~ Section ~~4(x)~~13.2 Binding ofEffect the Disclosure Schedule, no vendor or supplier to whom the Company or any Subsidiary has paid consideration for goods or services rendered in an amount greater than or equal to $1,000,000 for either the calendar year ending December 31, 2013 or $500,000 for calendar year 2014 year-to-date (through June 30, 2014) (each a “Major Supplier”) has notified the Company or any Subsidiary in writing that it will be discontinuing or terminating its business relationship with the Company or any Subsidiary or modifying its business relationship with the Company or any Subsidiary in a way that would reasonably be expected to result in a material reduction in revenues or increase in costs or otherwise reasonably be expected to materially and adversely affect the Company or any Subsidiary (in each case, other than in accordance with the terms of any existing Contract without any action by the parties thereto).

~~(iii)Except~~This asAgreement ~~set~~shall ~~forth~~be onbinding ~~Section~~upon, ~~4(x)~~shall ofinure ~~the~~to ~~Disclosure Schedule, neither~~ the ~~Company~~benefit ~~nor~~of ~~any~~and ~~Subsidiary~~be isenforceable ~~engaged~~by inthe aParties ~~dispute~~hereto ~~with~~and ~~any~~their ~~Major~~respective ~~Customer~~successors orand ~~Major~~permitted ~~Supplier~~assigns. ~~that would reasonably be expected to result in a material reduction in revenues~~

orSection ~~increase in costs or otherwise reasonably be expected to materially and adversely affect the Company or any Subsidiary~~13.3 Compliance

(ya)~~Disclaimer~~ The ofManager ~~Other~~shall ~~Representations~~ (and ~~Warranties. Except~~must asensure ~~expressly~~that ~~set~~each ~~forth~~of inits ~~Section~~officers, ~~3(a)~~agents and inemployees) ~~this~~comply ~~Section~~with 4any law, ~~and~~including in the ~~Ancillary~~Federal ~~Documents,~~Securities ~~none~~Laws ofand the ~~Company~~securities orlaws ~~the~~of ~~Sellers make~~ any ~~representation~~applicable orjurisdiction ~~warranty,~~and ~~express~~the orNew ~~implied,~~York atStock ~~law~~Exchange (or inany ~~equity,~~successor inthereto) ~~respect~~rules ofand ~~the Company~~regulations, ~~its~~in ~~Subsidiaries~~each case, oras ~~any~~in ofeffect ~~their~~from ~~respective~~time ~~assets,~~to ~~liabilities or operations~~time, ~~including with respect~~ to ~~merchantability~~the orextent ~~fitness~~that ~~for~~it ~~any~~applies ~~particular~~to ~~purpose,~~the ~~and~~functions ~~any~~of ~~such~~the ~~other~~Manager ~~representations~~under orthis ~~warranties are hereby expressly disclaimed~~Agreement.

~~5.Pre-Closing Covenants.~~ (b) The ~~Parties~~Manager ~~agree~~shall asmaintain ~~follows~~management ~~with~~systems, ~~respect~~policies toand internal controls and procedures that reasonably ensure that the ~~period~~Manager ~~between~~and its employees comply with the ~~execution~~terms and conditions of this Agreement, as well as comply with the internal policies, controls and procedures established by the ~~Closing:~~Company from time to time, including, without limitation, those relating to trading policies, conflicts of interest and similar corporate governance measures.

~~(a)Efforts~~Section to13.4 Effect ~~Consummate;~~of ~~Notices~~Termination ~~and Consents.~~

~~(i)Each~~This ~~Party~~Agreement ~~will~~shall ~~use~~be ~~such~~effective ~~Party’s~~as ~~reasonable~~of ~~best~~the ~~efforts~~date tofirst ~~take~~above ~~all~~written ~~action~~and shall continue in full force and toeffect dothereafter ~~all~~until ~~things~~termination ~~necessary~~hereof in ~~order~~accordance towith ~~consummate~~Article ~~and~~IX. ~~make~~The ~~effective~~obligations of the ~~transactions~~Company ~~contemplated~~set byforth ~~this~~in ~~Agreement~~Articles VII, IX and X and Sections 8.2(~~including~~c), ~~satisfaction~~11.1, ~~but~~13.5, ~~not~~13.9 ~~waiver,~~and of13.17 ~~the~~hereof ~~closing~~shall ~~conditions~~survive ~~set~~such ~~forth~~termination inof ~~Section~~this 7Agreement, ~~below)~~subject to applicable law.

(ii)The Company shall, and shall cause each of its Subsidiaries to, timely give any notices to third parties, prepare any applications required for filing with Governmental Entities, and shall use its reasonable best efforts to obtain any third party consents, in each case, as set forth in Section 13.5~~(a)~~ Notices ~~of the Disclosure Schedule; provided, however, that the Company shall not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested.~~

Any notice or other communication required or permitted under this Agreement shall be deemed to have been duly given (~~iii~~i)~~Each~~ ~~Party~~five ~~will~~(5) ~~timely~~Business ~~give~~Days ~~any~~following ~~notices~~deposit toin the mails if sent by registered or certified mail, ~~make~~postage ~~any~~prepaid, ~~filings~~(ii) ~~with~~when sent, ~~and~~if ~~use~~sent ~~its~~by ~~reasonable~~facsimile ~~best~~transmission, ~~efforts~~if toreceipt ~~obtain~~thereof ~~any~~is ~~authorizations~~confirmed by telephone, ~~consents~~(iii) when delivered, ~~and~~if ~~approvals~~delivered ofpersonally ~~governments~~to the intended recipient and ~~governmental~~(iv) ~~agencies~~two ~~necessary~~(2) toBusiness ~~consummate~~Days ~~the~~following ~~transactions~~deposit ~~contemplated~~with bya ~~this~~nationally ~~Agreement~~recognized overnight courier service, in each case addressed as ~~applicable.~~follows:

~~(iv)In~~If ~~the~~to ~~event any claim, action, suit, investigation or other proceeding by any governmental agency or other Person is commenced which questions~~ the ~~validity or legality of the transactions contemplated hereby or seeks damages in connection therewith~~Company, ~~the Parties agree~~ to: cooperate and use their reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any such action, suit or other proceeding, to use their reasonable best efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby.

~~(b)Operation~~Attention: ofChief ~~Business. Except~~Executive asOfficer contemplated or permitted by this Agreement or as may be required by applicable Law, from the date hereof until the Closing Date, the Company shall, and shall cause each of its Subsidiaries to, conduct their respective businesses only in the Ordinary Course of Business. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except as set forth in Section 5(b) of the

~~Disclosure~~Compass ~~Schedule~~Group ~~and~~Diversified ~~except~~Holdings asLLC expressly contemplated or permitted by this Agreement, neither the Company nor any of its Subsidiaries shall take any of the following actions without the prior consent of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned:

~~(i)(A)~~Sixty ~~declare,~~One ~~set~~Wilton ~~aside or pay any non-cash dividend~~Road, orSecond ~~make~~Floor any other non-cash distribution, in respect of the outstanding capital stock of the Company or any of its Subsidiaries; (B) split, combine or reclassify any of the outstanding capital stock of the Company or any of its Subsidiaries or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of the outstanding capital stock of the Company or any of its Subsidiaries; or (C) purchase, redeem or otherwise acquire any shares of outstanding capital stock of the Company or any of its Subsidiaries or any rights, warrants or options to acquire any such shares;

~~(ii)issue~~Westport, ~~sell~~CT or06880 grant any shares of the capital stock of the Company or any of its Subsidiaries, any other of their respective voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities except pursuant to agreements set forth on Section 5(b)(ii) of the Disclosure Schedule;

~~(iii)amend~~Fax: ~~the~~203-221-8253 ~~Governing Documents of the Company or any of its Subsidiaries;~~

(iv)(A) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or assets comprising a business or any substantial amount of property or assets in or of any other Person or (B) dispose, transfer or lease any material property or assets, except for acquisitions or dispositions effected in the Ordinary Course of Business; 23

~~(v)mortgage,~~with ~~pledge~~a orcopy ~~subject to any Lien~~ (~~other~~which ~~than~~shall ~~Permitted~~not ~~Encumbrances~~constitute notice) ~~any~~to ~~material portion of the assets of the Company or any of~~ its ~~Subsidiaries;~~counsel:

~~(vi)make~~Attention: ~~any~~Stephen ~~material~~C. ~~change~~Mahon in the tax accounting or financial accounting principles used by the Company or any of its Subsidiaries, except insofar as may be required by a change in applicable Law or applicable accounting principles;

Squire Sanders (~~vii~~US)~~fail~~ toLLP ~~use its commercially reasonable efforts to preserve intact its assets, business and relationships with third parties and to keep available the services of its Key Employees and other officers;~~

~~(viii)except~~221 ~~for~~E. ~~normal~~Fourth ~~increases made in the Ordinary Course of Business or as required by applicable law or any Employee Benefit Plan~~Street, ~~(A)~~Suite ~~materially~~2900 increase the compensation or fringe benefits of any present or former officer, director or employee of the Company or its Subsidiaries, or (B) grant any equity in the Company or any of its Subsidiaries or any award based on such equity;

~~(ix)enter into any Contract that would be a Material Contract pursuant to Section 4(m)(i)~~Cincinnati, ~~(ii),~~OH ~~(v),~~45202 (vi), (vii), (viii), or (xiv) if entered into prior to the date hereof and that cannot be terminated by the Company on less than 30 days prior notice without penalty or any continuing obligation to perform services;

~~(x)sell,~~Fax: ~~assign,~~513-361-4201 ~~lease, transfer or otherwise dispose of any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets;~~

~~(xi)hire~~If orto ~~terminate~~ the ~~employment of~~Manager, ~~any~~to: ~~employee with a salary in excess of $100,000, other than in the Ordinary Course of Business;~~

~~(xii)make~~Attention: ~~any loans or advances to, or guarantees for the benefit of, any other Person (except participant loans made by the Company 401(k) Plan);~~Manager

~~(xiii)make~~Compass ~~any~~Group ~~Tax~~Management ~~election;~~LLC

~~(xiv)cause~~Sixty ~~any~~One ~~acceleration~~Wilton ~~of the collection of accounts receivable or delay in paying accounts payable~~Road, ~~other~~Second ~~than~~Floor ~~in the Ordinary Course of Business;~~

~~(xv)enter into~~Westport, ~~issue~~CT or06880 incur obligations after the date hereof in respect of any surety bonds, performance bonds, closure bonds and similar instruments the aggregate face value of which is, at any time, when aggregated with all other such instruments outstanding at such time, in excess of $12,000,000; or

~~(xvi)enter~~Fax: ~~into~~203-221 ~~any~~-8253 ~~legally binding commitment, or otherwise commit, to take any of the actions prohibited by this Section 5(b).~~

~~(c)Reasonable~~with Access; Confidentiality. The Company shall, and shall cause each of its Subsidiaries to, permit representatives of Buyer (including legal counsel and accountants), upon reasonable prior notice to Sellers’ Representative, to have reasonable access during normal business hours, and in a ~~manner~~copy ~~so as not to interfere with the normal business operations of the Company and its Subsidiaries, to all premises, properties, personnel, books, records~~ (including tax records), Contracts, instruments and documents of or pertaining to the Company and each of its Subsidiaries. Prior to the Closing, without the prior written consent of Sellers’ Representative, which ~~may be withheld for any reason, Buyer~~ shall not ~~contact~~constitute any suppliers to, or customers of, the Company or any of its Subsidiaries, and Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property or the Owned Real Property. Buyer acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of a non-disclosure agreement, dated as of April 7, 2014, between Buyer and the Company (the “Confidentiality Agreement”notice), ~~the terms of which are incorporated herein by reference. Effective upon the Closing, the Confidentiality Agreement shall terminate with respect~~ to ~~information relating solely to the Company and~~ its ~~Subsidiaries;~~counsel: provided, however, that Buyer acknowledges that any and all other information provided to it by the Company, any Seller or any representative or agent of the Company or any Seller concerning any Seller shall remain subject to the terms and conditions of the Confidentiality Agreement after the Closing Date; and

~~provided,~~Attention: ~~further,~~Brian ~~that~~B. ~~Buyer~~Snarr acknowledges that if this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement and the confidentiality provisions of this Section 5(c) shall nonetheless continue in full force and effect.

~~(d)Notice~~Morrison ofCohen, ~~Developments~~LLP

~~(i)Prior~~909 toThird ~~the~~Avenue Closing Date, Sellers’ Representative will give prompt written notice to Buyer of any event or development causing a material breach of any of the representations and warranties in Section 4 above. Such written notice pursuant to this Section 5(d)(i) will, except for purposes of Section 7(a)(i), be deemed to have amended the Disclosure Schedule, to have qualified the representations and warranties contained in Section 4 above, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of such event or development, but only if such event or development giving rise to such breach occurs after the date of the Agreement and was not the result of any gross negligence or willful misconduct of any Seller or of any officer or director of the Company.

~~(ii)Each~~New Party will give prompt written notice to the other Parties of any material adverse development that results in a breach of any of such Party’s representations and warranties set forth in Section 3 above. No disclosure by any Party pursuant to this Section 5(d)(ii)York, ~~however,~~NY ~~shall~~10022 ~~be deemed to amend or supplement Schedule II, Schedule III or the Disclosure Schedule or to prevent or cure any misrepresentation or breach of warranty.~~

~~(e)Company~~Fax: ~~401(k)~~212-735-8708 Plan. Unless the Buyer notifies Sellers’ Representative at least five (5) Business Days prior to the Closing Date of Buyer’s decision not to terminate the Company 401(k) Plan, the Company shall (i) terminate the Company 401(k) Plan immediately prior to the Closing Date, by resolutions adopted by the Company’s Board of Directors reasonably acceptable to Buyer, which acceptance will not be unreasonably delayed, conditioned or withheld, (ii) simultaneously amend the Company 401(k) Plan to the extent necessary to comply with all applicable Laws to the extent not previously amended, (iii) notify all participants in the Company 401(k) Plan of the plan’s termination, and the consequences thereof, prior to the Closing Date, and (iv) deliver to Buyer at Closing (A) an IRS Form 5310 determination letter application (completed to Buyer’s reasonable satisfaction), and (B) all supporting documentation (reasonably satisfactory to Buyer) relating to such IRS Form 5310 and the termination of the Company 401(k) Plan.

~~(f)Exclusivity~~or to such other address or facsimile number as any such Party may, from time to time, designate in writing to all other Parties hereto, and any such communication shall be deemed to be given, made or served as of the date so delivered or, in the case of any communication delivered by mail, as of the date so received.

~~(i)Until~~Section ~~the~~13.6 Change ~~earlier~~ of the Closing or such time as this Agreement is terminated in accordance with Article 9, the Sellers and the Company shall not, and shall cause each of the Company, its Subsidiaries and the respective representatives and Affiliates of each of the Sellers, the Company and the Subsidiaries not to, directly or indirectly, (A) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (B) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (C) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition ProposalMembership. ~~Sellers shall immediately cease and cause to be~~

~~terminated,~~The ~~and~~Manager ~~shall~~agrees ~~cause~~to ~~each~~notify of the Company, ~~its Subsidiaries and the respective representatives and Affiliates~~ of ~~each~~any ofchange ~~the~~in ~~Sellers,~~ the ~~Company~~membership ~~and~~of the ~~Subsidiaries~~Manager towithin ~~immediately~~a ~~cease~~reasonable ~~and~~time ~~cause~~after tosuch ~~be terminated, all existing discussions or negotiations with any Persons (other than the Buyer and its Affiliates) conducted heretofore with respect to, or that could lead to, an Acquisition Proposal~~change.

~~(ii)In addition to the other obligations under this~~ Section 5(f), Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by any Seller or any of their respective representatives) advise Buyer orally and in writing of any Acquisition Proposal made after the date hereof13.7 Assignment

~~(iii)Sellers~~This ~~agree~~Agreement ~~that~~shall ~~the~~not ~~rights~~be ~~and~~assignable ~~remedies~~by ~~for~~either ~~noncompliance~~party ~~with~~except ~~this~~by ~~Section~~the ~~5(f)~~Manager ~~shall~~to ~~include~~any ~~having~~Person ~~such~~with ~~provision~~which ~~specifically~~the ~~enforced~~Manager bymay ~~any~~merge ~~court~~or ~~having~~consolidate ~~equity~~or ~~jurisdiction,~~to itwhich ~~being~~the ~~acknowledged~~Manager transfers substantially all of its assets, and ~~agreed~~then ~~that~~only ~~any~~in ~~such~~the ~~breach~~event orthat ~~threatened~~such ~~breach~~assignee ~~shall~~assumes ~~cause~~all ~~irreparable~~of ~~injury~~the obligations to ~~Buyer~~the Company and ~~that~~the ~~money~~Subsidiaries ~~damages~~of ~~would~~the ~~not~~Company ~~provide~~hereunder anand ~~adequate~~with ~~remedy~~the toprior ~~Buyer~~written consent of the Company.

~~(g)Representation~~Section ~~and Warranty Insurance~~13. ~~The~~8 Headings Buyer shall use its reasonable best efforts to obtain a Representation and Warranty Policy and, in connection therewith, procure the insurer’s agreement to exclude any provision therefrom providing for subrogation against the Sellers except in the case of fraud. The Buyer shall provide a copy of any such Representation and Warranty Policy that it obtains to the Sellers’ Representative.

~~(h)Seller~~The ~~Shares. Promptly~~headings ~~after~~in ~~the~~this ~~date~~Agreement ~~hereof,~~are ~~each~~included ~~Seller~~for ~~shall~~convenience ~~deliver, or cause to be delivered, to the Sellers’ Representative (i) stock certificates representing all~~ of ~~such~~reference ~~Seller’s~~only ~~Shares,~~and in ~~each~~no ~~case~~way ~~endorsed~~define ~~in blank~~ or ~~accompanied~~delimit byany ~~duly~~of ~~executed assignment documents. Further, each Seller hereby unconditionally authorizes~~ the ~~Sellers’~~provisions ~~Representative~~hereof toor ~~deliver~~otherwise ataffect ~~Closing~~their ~~all~~construction such stock certificates and executed assignment documents then held by the Sellers’ Representative to Buyer on such Seller’s behalf in satisfaction of such Seller’s obligation under Section 2(d)(i), all without further authorization, consent, approval or ~~other action on the part of any Seller~~effect.

~~6.Post-Closing~~Section ~~Covenants~~13. ~~The~~9 Applicable ~~Parties~~Law ~~agree as follows with respect to the period following the Closing:~~

(a)General. In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, each Party will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 8 below).24

~~(b)Litigation~~This ~~Support. In~~Agreement, the ~~event~~legal ~~and~~relations ~~for~~between soand ~~long~~among asthe ~~any~~Parties ~~Party~~and ~~actively~~the isadjudication ~~contesting~~and orthe ~~defending~~enforcement ~~against~~thereof ~~any~~shall ~~Proceeding~~be ingoverned ~~connection~~by ~~with~~and ~~(i)~~interpreted ~~any~~and ~~transaction~~construed ~~contemplated~~in ~~under~~accordance ~~this~~with ~~Agreement~~the orlaws ~~(ii)~~of ~~any~~the ~~fact,~~State ~~situation,~~of ~~circumstance,~~New ~~status~~York, ~~condition,~~without ~~activity,~~regard ~~practice,~~to ~~plan,~~the ~~occurrence,~~conflicts ~~event,~~of ~~incident,~~law ~~action,~~provisions ~~failure~~thereof to ~~act,~~the extent such principles or ~~transaction~~rules onwould require or permit the application of the laws of another jurisdiction.

~~prior~~Section to13.10 Submission the Closing Date involving the Company or any of its Subsidiaries, each of the other Parties shall cooperate with such Party and such Party’s counsel in the defense or contest, make available their personnel, and provide such testimony and access to ~~their~~Jurisdiction; ~~books~~Waiver ~~and records as shall be reasonably necessary in connection with the defense or contest, all at the sole cost and expense~~ of ~~the~~Jury ~~contesting~~Trial ~~or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).~~

~~(c)Employee~~Each ~~Benefits. Unless~~of ~~otherwise~~the ~~directed~~Parties byhereby ~~the~~irrevocably ~~Company’s~~acknowledges ~~chief~~and ~~executive~~consents ~~officer,~~that ~~for~~any alegal ~~period~~action ofor ~~not~~proceeding ~~less~~brought ~~than~~with ~~one~~respect ~~(1)~~to ~~year~~any ~~following~~of the ~~Closing~~obligations ~~Date,~~arising ~~Buyer~~under ~~shall,~~ or ~~shall~~relating ~~cause~~to ~~the~~this ~~Company~~Agreement ~~and~~may ~~its~~be ~~Subsidiaries~~brought ~~to,~~in ~~provide~~ the ~~individuals~~courts ~~who are employees~~ of the ~~Company~~State ~~or any~~ of ~~its~~New ~~Subsidiaries (including~~York, ~~but~~County ~~not~~of ~~limited~~New ~~to,~~York ~~employees~~or ~~who~~in ~~are~~the ~~not~~United ~~actively~~States atDistrict ~~work~~Court onfor ~~account~~the ofSouthern ~~illness,~~District ~~disability or leave~~ of ~~absence~~New ~~consistent~~York ~~with policies, practices~~ and ~~procedures~~each of the ~~employing~~Parties ~~company)~~hereby onirrevocably ~~the~~submits ~~Closing~~to ~~Date~~and ~~(the~~accepts ~~“Continuing~~with ~~Employees”),~~regard ~~while~~to ~~employed~~any bysuch ~~the~~action ~~Company~~ or ~~any of its Subsidiaries~~proceeding, ~~with~~for ~~(i)~~itself ~~wages~~and orin ~~salaries~~respect ~~and~~of ~~bonus~~its ~~opportunities~~property, asgenerally ~~applicable~~and unconditionally, ~~that~~the ~~are~~non-exclusive atjurisdiction ~~least~~of ~~equal to~~ the ~~wages~~aforesaid orcourts. ~~salaries~~Each ~~and~~Party ~~bonus~~hereby ~~opportunities,~~further asirrevocably ~~applicable,~~waives ofany ~~such~~claim ~~Continuing~~that ~~Employee~~any insuch ~~effect~~courts ~~immediately~~lack ~~prior~~jurisdiction toover ~~the~~such ~~Closing~~Party, and ~~(ii)~~agrees ~~benefits~~not ~~that~~to plead or claim, in ~~the~~any ~~aggregate,~~legal ~~are~~action noor ~~less~~proceeding ~~favorable~~with respect to ~~such~~this ~~person~~Agreement ~~than~~or the ~~benefits~~transactions ofcontemplated ~~such~~hereby ~~person~~brought in ~~effect~~any ~~immediately~~of ~~prior to~~ the ~~Closing;~~aforesaid ~~provided~~courts, ~~however,~~ that, ~~subject~~any tosuch ~~compliance~~court ~~with~~lacks ~~the~~jurisdiction ~~foregoing,~~over ~~nothing~~such ~~herein~~Party. ~~shall~~Each ~~prevent~~Party ~~the~~irrevocably ~~amendment~~consents orto ~~termination~~the service of process in any ~~Employee~~such ~~Benefit~~action ~~Plan. Service~~or ~~accrued~~proceeding by the ~~Continuing~~mailing ~~Employees~~of ~~during~~copies ~~employment~~thereof ~~with~~by ~~the~~registered ~~Company~~ or ~~any~~certified ofmail, ~~its~~postage ~~Subsidiaries~~prepaid, ~~prior~~ to ~~the~~such ~~Closing~~party, ~~shall~~at beits ~~recognized~~address for ~~all~~notices ~~purposes~~set ~~(except~~forth ~~benefit~~in ~~accrual),~~Section ~~except~~13.5 tohereof; ~~the~~such ~~extent~~service ~~necessary~~ to ~~prevent~~become ~~duplication~~effective often ~~benefits. Any~~(10) ~~and~~days ~~all~~after ~~pre-existing~~such ~~condition~~mailing. ~~limitations~~Each ~~and~~Party ~~eligibility~~hereby ~~waiting~~irrevocably ~~periods~~waives ~~under~~ any ~~employee~~objection ~~benefit~~to ~~plan~~such service of ~~Buyer~~process orand anfurther ~~Affiliate~~irrevocably ofwaives ~~Buyer~~and ~~(such~~agrees ~~plans~~not ofto ~~Buyer~~plead or ~~one~~claim orin ~~more~~any ofaction ~~its~~or ~~Affiliates,~~proceeding ~~collectively,~~commenced ~~“Buyer~~hereunder ~~Plans”)~~or inunder ~~which~~any ~~Continuing~~other ~~Employees~~documents ~~may~~contemplated ~~participate~~hereby ~~following~~that ~~the~~service ~~Closing~~of ~~shall~~process bewas ~~waived~~in ~~with~~any ~~respect~~way toinvalid ~~the~~or ~~Continuing~~ineffective. ~~Employees~~The ~~and~~foregoing ~~their~~shall ~~eligible~~not ~~dependents~~limit to the ~~extent~~rights ~~such~~of ~~limitations~~any ~~did~~Party ~~not~~to ~~apply~~serve orprocess ~~were~~in ~~satisfied~~any ~~under~~other ~~the~~manner ~~applicable~~permitted ~~Employee~~by ~~Benefit~~applicable ~~Plan~~law. The ~~Continuing~~foregoing ~~Employees~~consents ~~shall~~to bejurisdiction ~~given~~shall ~~credit~~not ~~for~~constitute ~~amounts~~general ~~paid~~consents ~~under~~to ~~any~~service ~~plan~~of ~~during~~process in the ~~same~~State ~~period for purposes~~ of ~~applying~~New ~~deductibles,~~York ~~co-payments~~for ~~and~~any ~~out-of-pocket~~purpose ~~maximums~~except as ~~though~~provided ~~such~~above ~~amounts~~and ~~had~~shall ~~been~~not ~~paid~~be indeemed ~~accordance~~to ~~with~~confer ~~the~~rights ~~terms~~on ~~and~~any ~~conditions~~Person ofother anthan ~~analogous~~the ~~Buyer~~respective ~~Plan~~Parties.

~~(d)Tax~~Each ~~Matters~~of the Parties hereby waives any right it may have under the laws of any jurisdiction to commence by publication any legal action or proceeding with respect this Agreement. To the fullest extent permitted by applicable law, each of the Parties hereby irrevocably waives the objection which it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement in any of the courts referred to in this Section 13.8 and hereby further irrevocably waives and agrees not to plead or claim that any such court is not a convenient forum for any such suit, action or proceeding.

The Parties agree that any judgment obtained by any Party or its successors or assigns in any action, suit or proceeding referred to above may, in the discretion of such Party (ior its successors or assigns)~~Liability~~, ~~for~~be ~~Taxes~~enforced in any jurisdiction, to the extent permitted by applicable law.

~~(A)For~~The ~~purposes~~Parties ofagree ~~this Agreement, Taxes attributable to any Straddle Period will be apportioned between the period of the Straddle Period~~ that ~~begins before~~ the ~~Closing~~remedy ~~Date~~at ~~and~~law ~~ends~~for onany ~~and~~breach ~~includes~~of ~~the~~this ~~Closing~~Agreement ~~Date~~may ~~(the~~be ~~“Pre-Closing~~inadequate ~~Straddle Period”)~~ and ~~the period of the Straddle Period~~ that ~~begins~~should ~~the~~any ~~day~~dispute ~~after~~arise ~~the~~concerning ~~Closing~~any ~~Date~~matter ~~and~~hereunder, ~~ends~~this atAgreement ~~the~~shall ~~end~~be ofenforceable ~~the Straddle Period (the “Post-Closing Straddle Period”)~~ in ~~accordance~~a ~~with~~court ~~this~~of ~~Section~~equity ~~6(d)(i)(A). The~~by ~~portion~~an ofinjunction ~~Taxes~~or ~~attributable to~~ a ~~Pre-Closing~~decree ~~Straddle Period shall (i) in the case~~ of ~~any~~specific ~~sales~~performance. orSuch ~~use~~remedies ~~taxes~~shall, ~~value-added taxes~~however, ~~employment~~be ~~taxes,~~cumulative ~~withholding~~and ~~taxes~~nonexclusive, and ~~any~~shall ~~other~~be ~~Tax~~in ~~based~~addition onto orany ~~measured~~other byremedies ~~income,~~which ~~business~~the ~~activity,~~Parties ~~receipts~~may orhave. ~~profits earned during a Straddle Period, be deemed~~

to equal the amount that would be payable if the Straddle Period ended on and included the Closing Date; and (ii) in the case of personal property, real property, ad valorem and other Taxes of the Company imposed on a periodic basis during a Straddle Period, be deemed to be the amount of the Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in such Straddle Period. The portion of Taxes attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. 25

~~(B)The~~Each ~~Sellers~~Party ~~shall~~hereby ~~be responsible for and covenant to pay and~~waives, ~~pursuant~~ to ~~this Section 6(d)(i)(B), hereby, subject to Section 8(k), severally and not jointly indemnify~~ the ~~Buyer~~fullest ~~and~~extent ~~the~~permitted ~~Company~~by ~~from~~applicable ~~and against~~law, ~~their respective Indemnification Portions of all Adverse Consequences as determined under Section 8(e) arising from (i)~~ any ~~Taxes~~right ofit ormay ~~imposed~~have ~~on or with respect~~ to ~~the~~a ~~Company~~trial ~~payable~~by jury in respect of any ~~taxable~~litigation ~~period~~as ~~ending~~between ~~on or before~~ the ~~Closing~~Parties ~~Date~~directly (aor ~~“Pre-Closing~~indirectly ~~Period”);~~arising ~~(ii)~~out ~~all Taxes~~ of ~~the Company that are attributable to a Pre-Closing Straddle Period pursuant to Section 6(d)(i)(A); (iii) any and all Taxes of any Person for which the Company is liable as transferee or successor~~, byunder ~~contract~~ or ~~otherwise,~~in ~~which~~connection ~~Taxes~~with ~~relate~~this toAgreement ~~an activity, event~~ or ~~transaction occurring on or before~~ the ~~Closing~~transactions ~~Date;~~contemplated ~~(iv)~~hereby ~~any obligation~~ or ~~other~~disputes ~~liability of the Company to indemnify any other Person in respect of or~~ relating tohereto. ~~Taxes~~Each toParty pay an amount pursuant to any Tax sharing, allocation, indemnity or similar agreement or arrangement other than agreements entered into by the Company in the ordinary course of its business the primary purpose of which does not relate to Taxes; (~~v) any Transfer Taxes for which Sellers are responsible under Section 6(d)(iv); and (vi) any breach of Section 4(j) (Tax Matters) (the Taxes, fees and expenses described in clauses (~~i) ~~through~~certifies ~~(vi) (as limited below, the “Excluded Taxes”); provided, however,~~ that ~~the~~no ~~Sellers shall not be liable for or covenant to pay~~representative, ~~and~~agent ~~shall not indemnify the Buyer~~ or ~~the~~attorney ~~Company from and against (and Buyer shall be responsible for and pay) (A) Taxes that arise as a result~~ of ~~a voluntary transaction or action carried out or effected by the Company or the Buyer at~~ any ~~time~~other ~~after~~Party ~~the~~has ~~Closing~~represented, ~~provided,~~expressly ~~however, that the Sellers shall remain liable and shall indemnify Buyer and the Company for Taxes attributable to transactions and actions that are carried out~~ or ~~effected on the Closing Date either (y) in the Ordinary Course of Business; or (z) pursuant to an obligation of this Agreement; (B) Taxes~~otherwise, to that ~~extent~~ such ~~Taxes~~other ~~were~~Party ~~taken~~would ~~into~~not, ~~account~~ in the ~~calculation~~event of ~~either~~litigation, ~~the~~seek ~~Estimated~~to ~~Working~~enforce ~~Capital or~~ the ~~Final~~foregoing ~~Working~~waiver ~~Capital; (C) Taxes of Buyer whenever arising;~~ and (Dii) ~~Taxes~~acknowledges ofthat ~~the~~it ~~Company for the Post-Closing Tax Period~~ and the ~~Post-Closing Straddle Period (~~other ~~than~~Parties ~~Taxes~~have ~~resulting~~been ~~from~~induced ~~a breach by the Sellers of Section 4(j)). Notwithstanding the foregoing, other than the Sellers’ obligations for the Sellers’ Allocable Pre-Closing Taxes (which shall not be subject~~ to ~~the~~enter ~~Cap~~into ~~and~~this ~~not~~Agreement ~~reduce or be paid from the Indemnity Escrow Amount)~~by, ~~the~~among ~~Sellers’~~other ~~obligations under this Section 6(d)(i)(B) will survive the Closing only until the first anniversary thereof~~things, ~~will be subject to~~ the ~~Cap~~mutual inwaivers ~~Section 8(b)(iv)~~ and ~~will~~certifications ~~be paid solely from the Indemnity Escrow Amount~~ in ~~accordance~~this ~~with~~ Section 13.8~~(h)~~. ~~For~~ ~~the avoidance of doubt, the Sellers’ obligations for the Sellers’ Allocable Pre-Closing Taxes will survive the Closing only until the first anniversary thereof.~~

~~(ii)Tax~~Section ~~Return Filing~~13. 11 Amendment; Waivers

~~(A)The~~No ~~Buyer~~term ~~shall prepare~~ or ~~cause~~condition toof bethis ~~prepared~~Agreement ~~and~~may ~~timely file or cause to~~ be ~~timely~~amended, ~~filed~~modified ~~all Tax Returns for calendar years 2013 and 2014 of the Company and each of its Subsidiaries that have not been filed on~~ or ~~prior~~waived ~~to the Closing Date, including,~~ without ~~limitation,~~ the ~~Tax~~prior ~~Returns~~written consent of the ~~Company~~Party ~~and~~against ~~its~~whom ~~Subsidiaries~~such ~~for calendar year 2013 (that have not been filed on or prior to the Closing) and Straddle Periods (collectively~~amendment, ~~the~~modification ~~“Pre-Closing Tax Returns”). The Buyer shall prepare and file~~ or ~~cause~~waiver towill be ~~prepared~~enforced; ~~and filed~~provided, ~~the Pre-Closing Tax Returns in good faith in a manner~~ that is consistent with the prior practice of the Company except as otherwise required by Law. The Buyer shall deliver all Pre-Closing Tax Returns to the Sellers’ Representative for review and comment at least 30 days prior to the due date (including valid extensions) for filing such Tax Returns (except in the case of a non-income Tax Return where such 30-day period is not practical, in which case as soon as practical). Within 15 days of receiving a draft of such Tax Return (except in the case of a non-income Tax Return where such 15-day period is not practical, in which case as soon as practical) the Sellers’ Representative shall provide written comments to the Buyer. The Buyer and the Sellers’ Representative shall attempt to resolve any ~~dispute~~amendment ~~relating to the preparation~~ of ~~the~~Article ~~Pre-Closing~~VII ~~Tax~~or ~~Returns through good faith negotiation subject to the dispute resolution procedures of~~ Section ~~6(d)(viii)~~8. In2 nohereof ~~event~~ shall ~~the provision of comments by the Sellers’ Representative prevent the Buyer from timely filing any Pre-Closing Tax Return; provided, however, that in the event that the Independent Accountants have~~ not ~~yet~~be ~~resolved~~effective ~~any~~as ~~such Tax Dispute prior~~ to ~~the deadline for filing such Pre-Closing Tax Return (including~~ any ~~extensions),~~Party ~~the~~hereto ~~Buyer~~unless ~~shall be entitled to file~~ such ~~Pre-Closing Tax Return (or~~ amendment) aswas ~~prepared~~authorized byand ~~the~~approved ~~Buyer subject to amendment to reflect the resolution when rendered~~ by the ~~Independent~~Company’s ~~Accountants~~compensation committee. No ~~later~~Any ~~than~~waiver ~~five~~granted ~~(5)~~hereunder ~~Business Days prior to the due date of each such Tax Return, the Sellers’ Representative~~ shall ~~pay~~be todeemed ~~Buyer~~a ~~the~~specific ~~amount~~waiver ofrelating ~~Taxes~~only ~~shown due on the Tax Return prepared by Buyer under this Section 6(d)(ii)(A) with respect~~ to the ~~Company~~specific ~~and~~event ~~its~~giving ~~Subsidiaries~~rise ~~(taking into account estimated taxes paid on or before the Closing Date)~~ to ~~the extent it is the responsibility and obligation of the Sellers pursuant to the provisions of Section 6(d)(i) (~~such ~~Taxes~~waiver ~~as shown due for calendar year 2013~~ and ~~the~~not ~~Straddle Period (to the extent attributable to the Pre-Closing Straddle Period) shall be defined~~ as, ~~the~~a ~~“Sellers’~~general ~~Allocable~~waiver ~~Pre-Closing Taxes”). An exact copy~~ of any ~~Pre-Closing~~term ~~Tax~~or ~~Return~~condition ~~filed by Buyer under this Section 6(d)(ii) shall be provided to Sellers’ Representative not later than ten (10) days after such Tax Return is filed~~hereof.

~~(B)Notwithstanding~~Section ~~anything~~13.12 Remedies to ~~the~~Prevailing ~~contrary~~Party in this Agreement, none of the Buyer, the Company or any of its Subsidiaries shall file any Pre-Closing Tax Return, amend a Tax Return relating to the Company or any of its Subsidiaries with respect to a Pre-Closing Period or make or change an election with respect to a Pre-Closing Period without the prior written consent of Sellers’ Representative, unless required to do so by Law.

~~(iii)Refunds. Buyer~~If ~~and/or~~any ~~the~~action ~~Company~~at ~~shall~~law ~~pay~~ or ~~cause~~equity tois benecessary ~~paid~~ to ~~Sellers’~~enforce ~~Representative,~~or ~~for~~interpret the ~~benefit~~terms of ~~Sellers,~~this ~~in accordance with their respective Post-Closing Allocable Portions~~Agreement, ~~any refunds of Taxes of~~ the ~~Company~~prevailing orparty any of its Subsidiaries plus any interest received with respect thereto from the applicable Taxing Authorities for any Pre-Closing Period or Pre-Closing Straddle Period (including, without limitation, refunds arising from amended returns filed after the Closing Date) within ten (10) days after Buyer or the Company or any of its Subsidiaries receives such refund; provided, however, that amounts payable to Optionholders shall be ~~paid~~entitled to ~~the~~reasonable ~~Company for further payment by the Company to each Optionholder in accordance with each Optionholder~~attorneys’s ~~Post-Closing~~fees, Allocable Portion through payroll as set forth in Section 2(f)(ii). Buyer agrees that it will not carry back losses from Post-Closing Periods to Pre-Closing Periods. Notwithstanding the foregoing sentencecosts, ~~the amount of any such refund which is for the benefit of the Sellers (i) shall be reduced by the amount of any Taxes on such refund or credit;~~ and ~~(ii)~~necessary ~~shall~~disbursements ~~not include any refund (which for the avoidance of doubt shall be for the benefit of the Buyer) that (A) results from an adjustment~~ in ~~Tax~~addition ~~for~~to ~~a Pre-Closing Period that results in an increase in Tax (exclusive of~~ any ~~Tax~~other onrelief ~~the refund) for any Post-Closing Tax Period; or (B) was included in the calculation of either the Estimated Working Capital or Final Working Capital. To the extent a refund that gave rise~~ to awhich payment by the Buyer and/or the Company to the Sellers’ Representative, for the benefit of Sellers, is subsequently disallowed, or otherwise reduced, the Sellers will be responsible, subject to Section 8(k), severally and not jointly, to return (all or the applicable portion) of the refund recovered from the Buyer and/or the Company plus (i) interest charged by the Governmental Entity on such ~~refund; and (ii) reasonable costs and expenses imposed on the Buyer and/or the Company by a third-~~party asmay abe ~~result of such disallowance or reduction~~entitled.

~~(iv)Transfer~~Section ~~Taxes~~13. ~~The~~13 Severability Buyer, the Company, the Sellers and the Sellers’ Representative shall coordinate in the filing of all Tax Returns (including any other documentation) with respect to all transfer, documentation, sales, use, real estate, stamp, registration, title, recording and similar Taxes (“Transfer Taxes”) incurred in connection with this Agreement or any transaction contemplated hereby and shall also cooperate to minimize or avoid any Transfer Taxes that might be imposed by obtaining any certificate or other document from any Taxing Authority or any other Person to the extent permitted by Law. All Transfer Taxes relating to the transactions contemplated by this Agreement (and related tax return preparation costs) shall be borne fifty percent by the Buyer and fifty percent by the Sellers.

~~(v)Cooperation. Sellers,~~Each ~~the~~provision ~~Sellers’~~of ~~Representative~~this ~~and~~Agreement ~~the~~is ~~Buyer~~intended ~~shall~~to ~~cooperate~~be ~~fully,~~severable asfrom ~~and to~~ the ~~extent~~others ~~reasonably~~so ~~requested~~that ~~by the other party~~if, inany ~~connection~~provision ~~with~~or ~~the~~term ~~preparation~~hereof ~~and~~is ~~filing of Tax Returns~~illegal, ~~any~~invalid ~~audit~~ or ~~other~~unenforceable ~~examination~~for by any ~~Taxing~~reason ~~Authority~~whatsoever, orsuch ~~any~~illegality, ~~judicial~~invalidity or ~~administrative~~unenforceability ~~proceedings relating to Taxes. Such cooperation~~ shall ~~include~~not ~~the~~affect ~~retention~~or ~~and~~impair ~~(upon~~ the ~~other~~validity ~~party’s~~of ~~request)~~ the ~~provision~~remaining ofprovisions ~~records~~ and ~~information~~terms ~~which~~hereof; ~~are reasonably relevant to any such audit~~provided, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. For six (6) years after the Closinghowever, ~~the~~that ~~Sellers and~~ the ~~Buyer~~provisions ~~shall~~governing ~~(i)~~payment ~~retain all books and records with respect to Tax matters pertinent to the Company relating to any Pre-Closing Tax Period until the expiration~~ of the ~~applicable~~Management ~~statute~~Fee ofdescribed ~~limitations~~in ~~(and,~~Article toVII ~~the~~hereof ~~extent~~are ~~notified~~not byseverable. ~~Buyer or the Sellers, any extensions thereof)~~

ofSection ~~the~~13.14 Benefits ~~respective~~Only ~~Pre-Closing Tax Period, and~~ to ~~abide~~Parties by all record retention agreements entered into with any Taxing Authority and (ii) give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if one party so requests, the other party shall allow the first party to take possession of such books and records.

~~(vi)Stub~~Nothing ~~Taxable~~expressed ~~Year.~~by The Parties intend that the Company will join Buyer’s consolidated tax group upon the acquisition, and, as a result, the current Tax year of the Company will end for federal income Tax purposes on the Closing Date. In the event that the calculation of the Tax of the Company or ~~any~~mentioned ~~of its Subsidiaries for the taxable period ending on the Closing Date results~~ in athis ~~net~~Agreement ~~loss~~is ~~(taking~~intended ~~into account the deductions for the Option Cancellation Payments~~ or ~~similar compensation arrangements as per Treasury Regulations Section 1.1502-76), then the Company~~ shall, ifbe ~~possible,~~construed ~~carry back the net loss~~ to ~~Pre-Closing~~give ~~Periods~~any inPerson ~~order~~other tothan ~~generate~~the aParties ~~refund~~and ~~for~~their ~~Sellers’~~respective ~~benefit. To~~successors ~~the~~or ~~extent~~permitted ~~such~~assigns, ~~net~~any ~~loss~~legal (or aequitable ~~portion~~right, ~~thereof)~~remedy ~~generates a Tax refund~~ or ~~offset~~claim ~~against~~under ~~Taxes of the Company in either the Post-Closing Straddle Period~~ or in ~~the~~respect ~~first Post-Closing Tax Period~~ of ~~the~~this ~~Company~~Agreement ~~that occurs subsequent to the calendar year that includes the Closing Date, then the Company shall make a payment in an amount equal to such refund~~ or ~~offset~~any toprovision ~~Sellers’~~herein ~~Representative~~contained, ~~for~~this ~~the~~Agreement ~~benefit~~and ofall ~~Sellers;~~conditions ~~provided,~~and ~~however,~~provisions ~~that~~hereof ~~amounts~~being ~~payable~~intended to ~~Optionholders shall~~ be ~~paid~~and tobeing ~~the Company~~ for ~~further payment by~~ the ~~Company~~sole ~~to each Optionholder through payroll as set forth in Section 2(f)(ii). To the extent a refund or offset that gave rise to a payment by the Buyer~~ and~~/or~~ ~~the~~exclusive ~~Company to the Sellers’ Representative, for the~~ benefit of ~~Sellers, is subsequently disallowed, or otherwise reduced,~~ the ~~Sellers~~Parties ~~will~~and betheir ~~responsible,~~respective ~~subject~~successors ~~to Section 8(k), severally~~ and ~~not~~permitted ~~jointly~~assigns, ~~to return (all or the applicable portion) of the amount of the payment received from the Buyer~~ and~~/or~~ ~~the~~for ~~Company pursuant to this Section 6(d)(vi) plus (i) interest charged by~~ the ~~Governmental~~benefit ~~Entity on such refund; and (ii) reasonable costs and expenses imposed on the Buyer and/or the Company by a third-party as a result~~ of ~~such~~no ~~disallowance~~other ~~or reduction~~Person.

(vii)Tax Audits. If any Taxing Authority issues written notice of its intent to audit, examine or conduct a Proceeding, a written notice of its determination of an objection to an assessment with respect to Taxes or Tax Returns of the Company for a Pre-Closing Tax Period or a Straddle Period, or a written notice or inquiry with respect to any Taxes or the filing of a Tax Return (a “Tax Claim”), then the party hereto first receiving notice of such Tax Claim shall provide written notice thereof to the other party or parties hereto describing the claim, the amount thereof (if known or quantifiable) and the basis thereof within five (5) Business Days following receipt, provided however, that the failure to provide such notice shall not relieve the other party from any of its obligations under this Section ~~6(d) except to the extent that such other party is materially prejudiced as a consequence of such failure~~13.15 Further ~~Buyer~~Assurances shall exclusively control any Tax Claim in respect of the Company provided, that to the extent that any such Tax Claim relates to a Pre-Closing Period or a Straddle Period (a “Pre-Closing Tax Claim”), (i) Buyer shall provide the Sellers’ Representative with a timely and reasonably detailed account of each phase of such Pre-Closing Tax Claim, (ii) Buyer shall consult with the Sellers’ Representative before taking any significant action in connection with such Pre-Closing Tax Claim, (iii) Buyer shall consult with the Sellers’ Representative and offer the Sellers’ Representative an opportunity to comment before submitting any written materials prepared or furnished in connection with such Pre-Closing Tax Claim, (iv) Buyer shall defend such

Each ~~Pre-Closing~~Party ~~Tax~~hereto ~~Claim~~shall ~~diligently~~take any and inall ~~good~~such ~~faith~~actions, ~~(v)~~and ~~Sellers’~~execute ~~Representative, at its sole cost~~ and ~~expense,~~deliver ~~shall have the right to participate in~~ such ~~Pre-Closing~~further ~~Tax~~agreements, ~~Claim~~consents, instruments and ~~receive copies of~~ any ~~written~~other ~~materials~~documents ~~relating~~as tomay ~~such~~be ~~Pre-Closing~~necessary ~~Tax Claim received~~ from ~~the~~time ~~relevant~~to ~~Taxing~~time ~~Authority,~~to ~~and~~give ~~(vi)~~effect ~~Buyer shall not agree~~ to ~~settle such Pre-Closing Tax Claim without~~ the ~~written~~provisions ~~consent~~and purposes of ~~the~~this ~~Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed~~Agreement.

(viii)Tax Disputes. Notwithstanding any other provision of this Agreement, any dispute, controversy or claim arising out of or relating to this Section 6(d) (a “Tax Dispute”) that the Buyer and the Sellers’ Representative through reasonable best efforts are not able to resolve through direct good-faith negotiation, shall be resolved in accordance with the procedures set forth in this Section 6(d)(viii). If there has been no resolution of the Tax Dispute after direct negotiation, then any party may seek resolution of the Tax Dispute through binding arbitration administered by tax experts of the Independent Accountants. The place of the arbitration shall be New York, New York and the arbitration shall be conducted in the English language. The Independent Accountants shall be instructed to resolve the Tax Dispute and such resolution shall be (A) set forth in writing and signed by the Independent Accountants, (B) delivered to each party involved in the Tax Dispute as soon as practicable after the Tax Dispute is submitted to the Independent Accountants but no later than the fifteenth (15th) day after the Independent Accountants are instructed to resolve the Tax Dispute, (C) made in accordance with this Agreement, and (D) final, binding and conclusive on the parties involved in the Tax Dispute on the date of delivery of such resolution. The Independent Accountants shall only be authorized on any one issue to decide in favor of and choose the position of either of the parties involved in the Tax Dispute or to decide upon a compromise position between the ranges presented by the parties to the Independent Accountants. The Independent Accountants shall base its decision solely upon the presentations of the parties to the Independent Accountants at a hearing held before the Independent Accountants and upon any materials made available by either party and not upon independent review. The fees and expenses of the Independent Accountants shall be borne equally by Sellers’ Representative, on the one hand, and the Buyer, on the other hand. Buyer and the Sellers’ Representative shall keep the decision of the Independent Accountants confidential, except to the extent required by Law or pursuant to disclosure of Tax Returns.26

~~(ix)Treatment~~Section ~~of Payments~~13. ~~Any~~16 No ~~payments~~Strict ~~made~~Construction ~~between the Buyer, on the one hand, and the Sellers, on the other hand, shall be treated by the Parties as an adjustment to the Purchase Price for all Tax purposes, unless otherwise required by Law.~~

~~(x)Overlap~~The Parties have participated jointly in the negotiation and drafting of this Agreement. ~~Any~~In ~~claims~~the ~~for~~event ~~Taxes~~any ambiguity or question of intent or interpretation arises, this Agreement shall be ~~governed~~construed ~~exclusively~~as if drafted jointly by ~~this~~all ~~Section~~Parties, ~~6(d)~~and ~~unless~~no ~~otherwise~~presumption ~~explicitly~~or ~~provided~~burden inof ~~this~~proof ~~Section~~shall ~~6(d)~~arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

~~(e)Director~~Section ~~and~~13.17 Entire ~~Officer~~Agreement ~~Liability and Indemnification.~~

~~(i)For~~This aAgreement ~~period~~constitutes ~~of six years after~~ the ~~Closing~~sole ~~Date,~~and ~~Buyer~~entire ~~shall~~agreement ~~cause~~of the ~~Company~~Parties ~~and~~with ~~its~~regards ~~Subsidiaries~~ to ~~exculpate~~the ~~(to~~subject ~~the~~matter ~~greatest~~of ~~extent~~this ~~permitted~~Agreement. byAny ~~applicable~~written ~~law)~~or ~~and~~oral ~~indemnify~~agreements, ~~defend and hold harmless each of the directors~~statements, ~~managers~~promises, ~~officers~~negotiations ~~and~~or ~~controlling~~representations ~~Persons~~not ofexpressly ~~the~~set ~~Company~~forth ~~and~~in ~~each~~this ofAgreement ~~its~~are ~~Subsidiaries (each~~ of ~~them~~no ~~acting~~force inand ~~such~~effect.

capacity at or prior to the Closing) against all Adverse Consequences arising out of any violations or alleged violations of fiduciary duties of care or loyalty or other fiduciary duties to the Company or any of its Subsidiaries in their capacities as officers, directors, managers or controlling Persons of the Company or any of its Subsidiaries occurring at or prior to the Closing Date to the fullest extent permitted under applicable law. For the avoidance of doubt, no director, manager, officer or controlling Person shall be exculpated, indemnified, defended and held harmless to the extent a final and non appealable judgment or other final and non appealable adjudication adverse to such director, manager, officer or controlling Person establishes that (A) such Person’s actions or omissions were in bad faith or involved intentional misconduct, or (B) that such Person’s acts fall within the categories set forth in Section ~~102(b)(7) of the Delaware General Corporation Law~~13. 18 Confidentiality

(iia)~~For~~ The aManager ~~period~~shall ofnot, atand ~~least~~the ~~six~~Manager ~~(6)~~shall ~~years~~cause ~~commencing~~its Affiliates and their respective agents and representatives not to, at any time from and after the ~~Closing~~date ~~Date~~of this Agreement, ~~Buyer~~directly ~~shall~~or ~~pay~~indirectly, ~~for~~disclose ~~officers’~~or ~~and~~use ~~directors’~~any ~~liability~~confidential ~~insurance~~or ~~covering~~proprietary ~~the~~information ~~Persons~~involving ~~who~~or ~~are~~relating to (x) the Company, asincluding ofany ~~and~~information ~~prior~~contained toin the ~~Closing~~books ~~Date,~~and ~~covered~~records byof the ~~officers’~~Company and ~~directors~~(y) the Company’s ~~liability~~Subsidiaries, ~~insurance~~including ~~policies~~any ofinformation contained in the ~~Company~~books and~~/or~~ ~~its~~records of any such Subsidiaries; ~~with~~provided, ~~respect~~however, tothat ~~actions~~disclosure and ~~omissions~~use ~~occurring~~of any information shall be permitted (i) with the prior towritten ~~and~~consent onof the ~~Closing~~Company, ~~Date~~(ii) as, onand ~~terms~~to ~~which~~the ~~are~~extent, noexpressly ~~less~~permitted ~~favorable~~by tothis ~~such~~Agreement, ~~Persons~~any ~~than~~Offsetting ~~the~~Management ~~terms~~Services ofAgreement, ~~such~~any ~~current~~Integration ~~insurance~~Services inAgreement ~~effect~~or ~~for~~any other agreement between the ~~Company~~Manager and/ the Company or ~~its~~any of the Company’s Subsidiaries ~~prior~~(but only to the ~~Closing;~~extent ~~provided,~~that ~~however,~~such ~~that~~information ifrelates to such ~~officers’~~Subsidiaries), (iii) as, and ~~directors’~~solely ~~liability~~to ~~insurance~~the isextent, ~~not~~necessary ~~available~~or atrequired anfor ~~annual~~the ~~cost~~performance ~~not~~by tothe ~~exceed~~Manager, ~~200%~~any of ~~the~~its ~~last~~Affiliates ~~annual~~or ~~premium~~its ~~paid~~delegates byof ~~the~~any ~~Company~~of ~~for~~their ~~such~~respective ~~insurance~~obligations ~~prior~~under this Agreement, (iv) as, and to the ~~date~~extent, ofnecessary ~~this~~or ~~Agreement~~required (in the ~~“Insurance~~operation ~~Cap”)~~of ~~(which~~the ~~premium~~Company’s isbusiness ~~set~~or ~~forth~~operations in ~~Section~~the 6Ordinary Course of Business, (ev)~~(ii)~~ ofto the ~~Disclosure~~extent ~~Schedule),~~such ~~Buyer~~information ~~shall~~is begenerally ~~required~~available to, ~~obtain~~or ~~and~~known ~~cause~~by, the ~~Company~~public toor ~~maintain~~otherwise ~~that~~has ~~amount~~entered ofthe ~~directors’~~public ~~and~~domain ~~officers’~~(other ~~insurance~~than ~~providing~~as ~~for~~a ~~the~~result ~~maximum~~of ~~coverage~~disclosure ~~that~~in ~~shall~~violation ~~then~~of this Section 13.16 by ~~obtainable~~the ~~under~~Manager ~~substantially~~or ~~similar~~any ~~policies~~of ~~for~~its anAffiliates), ~~annual~~(vi) ~~premium~~as, ~~equal~~and to the ~~Insurance~~extent, ~~Cap~~necessary or required by any governmental order, ~~and~~applicable ~~shall~~law ~~permit~~or ~~the~~any ~~Sellers’~~governmental ~~Representative~~authority, onsubject ~~behalf~~to ofSection ~~the~~13.16(d), ~~Sellers~~and (vii) as, and to ~~pay~~the ~~amounts~~extent, necessary or required or reasonably appropriate in ~~excess~~connection ofwith the ~~Insurance~~enforcement ~~Cap~~of any right or remedy relating to ~~maintain~~this Agreement, any Offsetting Management Services Agreement, any Integration Services Agreement or any other agreement between the ~~existing~~Manager ~~coverage~~and the Company or any of the Company’s Subsidiaries.

(~~iii~~b) The ~~provisions~~Manager ofshall ~~this~~produce ~~Section~~and ~~6(e)~~implement ~~are~~policies ~~intended~~and toprocedures bethat ~~for~~are ~~the~~reasonably ~~benefit~~designed ~~of,~~to ~~and~~ensure ~~will~~compliance ~~be enforceable~~ by, ~~each~~the ~~such~~Manager’s ~~Person~~directors, ~~entitled~~officers, ~~to indemnification under this Section 6(e)~~employees, ~~his~~agents ~~or her heirs~~ and ~~his or her~~ representatives, ~~and~~with the ~~obligations~~requirements of ~~Buyer and the Company under~~ this Section 6(e) shall not be terminated or modified in such manner as to adversely affect any such Person to whom this Section 6(e) applies without the consent of the Seller Representative, which consent shall not be unreasonably withheld, delayed or conditioned13.16.

(ivc)In For the ~~event~~avoidance ~~Buyer, the Company or any~~ of ~~their~~doubt, ~~respective~~confidential ~~successors~~information orincludes ~~assigns~~business ~~(A)~~plans, ~~consolidates~~financial ~~with~~information, oroperational ~~merges~~information, ~~into~~strategic ~~any~~information, ~~other~~legal ~~Person~~strategies ~~and shall not be the continuing~~ or ~~surviving~~legal ~~corporation~~analysis, orformulas, ~~entity~~production inprocesses, ~~such~~lists, ~~consolidation or merger or (B) transfers all or substantially all of its properties and assets to any Person~~names, ~~then~~research, ~~and in either such case~~marketing, ~~proper~~sales ~~provision~~information ~~shall~~and beany ~~made~~other soinformation ~~that~~similar ~~the~~to ~~successors~~any ~~and assigns~~ of ~~Buyer or~~ the ~~Company,~~foregoing asor ~~the~~serving ~~case~~a ~~may~~purpose ~~be,~~similar ~~shall~~to ~~assume~~any ~~all~~ of ~~the obligations set forth in this Section 6(e).~~

~~(f)Non-Competition; Non-Solicitation.~~27

~~(i)During~~ the ~~Non-Compete~~foregoing ~~Restricted~~with ~~Period,~~respect ~~each Restricted Party agrees that such Restricted Party shall not (and will not assist any other Person), and shall cause its Affiliates not~~ to, ~~anywhere within~~ the ~~United~~business ~~States of America, Mexico~~ or ~~Canada,~~operations ~~without~~of the ~~prior~~Company ~~written~~or ~~approval~~any of ~~Buyer,~~its ~~directly~~Subsidiaries. ~~or indirectly~~However, ~~invest~~the ~~in,~~Parties ~~own,~~are ~~manage,~~not ~~operate,~~required ~~finance, control, advise, render services~~ to mark or ~~participate~~otherwise indesignate ~~the~~information ~~ownership,~~as ~~management,~~“confidential ~~operation~~ or ~~control~~proprietary ofinformation,” ~~any~~“confidential” ~~Person~~or ~~engaged~~“proprietary” in, ororder to ~~its~~receive ~~knowledge, planning to become engaged in any Restricted Business. For these purposes, ownership, either of record or beneficially, of 3% or less of~~ the ~~outstanding~~benefits ~~securities~~ of ~~any class of securities of a public company shall not be considered to be a breach of~~ this Section ~~6(f)(i)~~13.16.

(iid)~~During~~ In the ~~Non-Solicit~~event ~~Restricted Period, each Restricted Party agrees~~ that ~~such~~the ~~Restricted~~Manager ~~Party~~is ~~shall~~required ~~not~~by ~~(and~~governmental ~~will not assist any other Person)~~order, ~~and~~applicable ~~shall~~law ~~cause~~or ~~its~~any ~~Affiliates~~governmental ~~not~~authority to, ~~anywhere~~disclose ~~within~~any ~~the~~confidential ~~United~~information ~~States~~ of ~~America,~~the ~~Mexico~~Company or ~~Canada,~~any ~~hire,~~of ~~retain~~its orSubsidiaries ~~attempt~~that tois ~~hire~~subject orto ~~retain~~the ~~any~~restrictions ~~employee~~ of ~~the~~this ~~Company~~Section or13.16, the ~~Subsidiaries,~~Manager orshall in(i) ~~any~~notify ~~way interfere with~~ the ~~relationship between the~~ Company or any of ~~the~~its Subsidiaries, onin ~~the~~writing ~~one~~as ~~hand,~~soon ~~and~~as ~~any of their respective employees~~possible, onunless ~~the~~it ~~other~~is ~~hand;~~otherwise ~~provided,~~affirmatively ~~that~~prohibited ~~the~~by ~~foregoing~~such ~~will~~governmental ~~not~~order, ~~prohibit~~applicable ~~the~~law ~~Restricted Parties~~ or ~~any~~such ofgovernmental ~~their~~authority ~~Affiliates~~ from ~~making~~notifying ~~general~~the ~~solicitations~~Company ofor ~~employment~~any ~~(including through advertisements and employment agencies) that are not targeted at~~ such ~~employees~~Subsidiaries, ~~and, so long~~ as ~~such~~the ~~employee~~case ismay ~~not~~be, a(ii) ~~Key~~cooperate ~~Employee,~~with ~~from~~the ~~hiring~~Company or any such ~~Person~~Subsidiaries asto apreserve ~~result~~the confidentiality of such ~~generalized~~confidential ~~searches;~~information ~~and~~consistent ~~provided,~~with ~~further, that~~ the ~~foregoing~~requirements ~~will~~of ~~not~~such ~~prohibit~~governmental ~~Littlejohn~~order, LJapplicable ~~II,~~law LJor ~~III~~such ~~and~~governmental ~~other~~authority ~~investment~~and ~~funds~~(iii) ~~managed~~use byits ~~Littlejohn~~reasonable orbest ~~any~~efforts ofto ~~their~~limit ~~respective~~any ~~Affiliates~~such ~~from~~disclosure ~~retaining~~to orthe ~~engaging~~minimum ~~any~~disclosure ofnecessary ~~Christopher~~or ~~Dods,~~required ~~Bernard~~to ~~Guerin,~~comply ~~Michael~~with ~~Goebner,~~such ~~Steven~~governmental ~~Sands~~order, ~~Averil~~applicable ~~Rance~~law ~~and~~or ~~James~~such ~~Hull~~governmental ~~for~~authority, ~~consulting~~in ~~services~~each ~~on either an uncompensated basis~~case, orat ~~on a compensated basis with~~ the ~~prior~~cost ~~approval~~and expense of the ~~Buyer~~Company.

(~~iii~~e)~~Buyer,~~ Nothing ~~on the one hand, and the Restricted Parties, on the other hand, agree that the duration and geographic scope of the restrictions set forth~~ in this Section ~~6(f)~~13.16 ~~are~~shall ~~fair,~~prohibit ~~reasonable and necessary to protect~~ the ~~legitimate~~Manager ~~business~~from ~~interests~~keeping ofor ~~Buyer~~maintaining ~~and~~any ~~the~~copies ~~goodwill~~ of ~~the Company. In the event that~~ any ~~court~~records, ~~determines~~documents ~~that the duration~~ or ~~geographic~~other ~~scope,~~information orthat ~~both,~~may ~~are~~contain ~~unreasonable~~information ~~and~~ that ~~such~~is ~~provision~~otherwise issubject to ~~that extent unenforceable,~~ the ~~Restricted~~requirements ~~Parties~~of ~~agree~~this ~~that~~Section ~~the~~13.16, ~~provision~~subject ~~shall~~to ~~remain~~its incompliance ~~full~~with ~~force~~this ~~and~~Section ~~effect for the greatest time period and in the greatest area that would not render it unenforceable~~13.16.

7(f) The Manager shall be responsible for any breach or violation of the requirements of this Section 13.~~Conditions~~16 toby ~~Obligation~~any toof ~~Close~~its agents or representatives.

~~(a)Conditions~~Section ~~to Buyer’s Obligation~~13. ~~Buyer’s~~19 Counterparts ~~obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:~~

~~(i)the~~This ~~representations~~Agreement ~~and~~may ~~warranties~~be ~~set~~executed ~~forth~~ in ~~Section~~any ~~3(a)~~number ~~and~~of ~~Section 4 above~~counterparts, ~~individually~~each ~~and collectively, must have been accurate as~~ of ~~the~~which ~~date of this Agreement and~~ shall be ~~true~~deemed ~~and correct at and as of the Closing Date (without taking into account any updates~~ to ~~the~~be ~~Disclosure~~an ~~Schedules delivered in accordance with Section 5(d) above)~~original, ~~with~~but ~~the~~all ~~same force and effect as if made on and as~~ of ~~the~~which ~~Closing~~together ~~Date~~shall ~~(except~~constitute ~~for~~but ~~representations~~one and ~~warranties which specifically relate to an earlier date,~~ the ~~accuracy~~same ofinstrument. ~~which~~

~~shall~~[Signature bePage determined as of that specified date) in all material respects provided that such representations and warranties that are qualified by their terms by a reference to materiality shall be true and correct in all respects, except, in the case of any such representation or warranty other than Fundamental Representations, where the failure to be so true and correct, or true and correct in all material respects, as applicable, does not result in, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, which, the parties acknowledge and agree shall include, for purposes of this Section 7(a)(i), where the failure of such representations or warranties to be so true and correct, or so true and correct in all material respects, as applicable, would reasonably be expected to result in, individually or in the aggregate, Adverse Consequences in excess of $10,000,000; provided, however, for purposes of applying such threshold amount, those representations and warranties that are qualified by references to “materiality”, “Material Adverse Effect”, or “Material Adverse Change” shall be deemed not to include such qualification except for purposes of determining whether a breach of such representation and warranty has occurred;Follows]

~~(ii)Sellers and the Company shall have performed and complied with all of their respective covenants hereunder in all material respects through the Closing;~~28

~~(iii)there~~IN ~~shall~~WITNESS ~~not~~WHEREOF, bethe ~~any~~Parties ~~Law~~have orexecuted ~~Order~~this inFifth ~~effect~~Amended ~~preventing~~and ~~consummation~~Restated ofManagement ~~any~~Services Agreement as of the ~~transactions~~date ~~contemplated~~first bywritten ~~this~~above ~~Agreement;~~to be effective as of September 30, 2014.

~~(iv)the~~COMPASS ~~Escrow~~GROUP ~~Agreement~~MANAGEMENT ~~shall~~LLC ~~have been executed by the Sellers’ Representative and the Escrow Agent;~~

(v)all loans and advances, if any, from the Company or any Subsidiary to any director, officer, employee or direct or indirect equityholder of the Company or any Subsidiary, or any related Person or Affiliate of any of the foregoing, shall have been repaid in full prior to Closing (except participant loans made by the Company 401(k) Plan);By:

~~(vi)each~~Name: ~~Related~~Elias ~~Party~~J. ~~Contract shall have been terminated with no continuing liability to the Company or any of its Subsidiaries; and~~ Sabo

~~(vii)Sellers~~Title: ~~holding~~Managing (A) ninety-five percent (95%) or more of the Company’s issued and outstanding shares of preferred stock; and (B) ninety percent (90%) or more of the Company’s issued and outstanding shares of common stock shall have complied with the obligations of the Sellers set forth in Section 2(d)(i)(A) with respect to the delivery of such Seller’s stock certificates; Member

~~Buyer~~COMPASS ~~may~~GROUP ~~waive~~DIVERSIFIED ~~any~~HOLDINGS ~~condition specified in this Section 7(a) if it executes a writing so stating at or prior to the Closing.~~

~~(b)Conditions~~LLC ~~to Sellers’ Obligation. Sellers’ obligation to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions:~~

(i)the representations and warranties set forth in Section 3(b) above shall be true and correct at and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except for representations and warranties which specifically relate to an earlier date), except for any inaccuracies which would not reasonably be expected to have a material and adverse impact on Buyer’s business or on the ability of Buyer to timely consummate the transactions contemplated hereby;By:

(ii)Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;

(iii)there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement;

(iv)(A) Buyer shall have paid by wire transfer of immediately available funds, in accordance with wire instructions provided by Sellers’ Representative prior to the Closing, the Estimated Purchase Price (less the aggregate Option Cancellation Payments and the Escrow Amount), Funded Indebtedness, Company Transaction Expenses, the aggregate Option Cancellation Payments and the Escrow Amount, as specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii) subject to Section 2(f)(iii); and (B) the Company shall have paid the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and

(v)the Escrow Agreement shall have been executed by Buyer and the Escrow Agent.

Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior to the Closing.

8.Remedies for Breaches of This Agreement.

(a)Survival of Representations and Warranties. All representations and warranties made by the Parties in this Agreement shall survive the Closing until the first anniversary thereof; provided, however, that the representations and warranties contained in Section 3(a)(i) (Organization of Certain Sellers), Section 3(a)(ii) (Authorization of Transaction), Section 3(a)(iv) (Brokers’ Fees), Section 3(a)(v) (Shares; Options) (collectively, “Sellers’ Fundamental Representations and Warranties”), Section 3(b)(i) (Organization of Buyer), Section 3(b)(ii) (Authorization of Transaction), Section 3(b)(iv) (Brokers’ Fees) (collectively, “Buyer Fundamental Representations and Warranties”), Section 4(a) (Organization, Qualification and Corporate Power), Section 4(b) (Capitalization), and Section 4(d) (Brokers’ Fees) (collectively, “Company Fundamental Representations and Warranties” and, together with Sellers’ Fundamental Representations and Warranties and Buyer Fundamental Representations and Warranties, the “Fundamental Representations”) shall survive until the date that is 30 days after the expiration of the applicable statute of limitations. None of the covenants or other agreements contained in this Agreement shall survive the Closing Date other than those which by their terms contemplate performance after the Closing Date, and each such surviving covenant

and agreement shall survive the Closing for the period contemplated by its terms. Any claims under this Agreement with respect to a breach of a representation, warranty, covenant or agreement must be asserted by a written notice on or before the expiration of the applicable survival period for such representation, warranty, covenant or agreement, and if such a notice is given, the survival period for such representation, warranty, covenant or agreement shall continue solely as to the specific matters subject to the claim asserted until it is fully resolved as provided herein.

(b)Indemnification Provisions for Buyer’s Benefit.

(i)Subject to Sections 8(a), (e), (f), (h), (j) and (k) and the limitations set forth in this Section 8(b) below, each Seller, severally and not jointly, will indemnify, defend and hold harmless Buyer, the Company, the Subsidiaries and their respective directors, officers, employees, agents, consultants, advisors, representatives and Affiliates (collectively, the “Buyer Indemnified Persons”) from and against, and will pay to the Buyer Indemnified Persons such Seller’s Indemnification Portion of the amount of, any and all Adverse Consequences that arise or result from:

(A)any breach of any representation or warranty made by the Company in this Agreement or any Ancillary Agreement (other than Section 4(j) (Tax Matters) that is governed by Section 6(d));

(B)any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with the Company or any Subsidiary (or any Person acting on their behalf) in connection with any of the transactions contemplated by this Agreement;

(C)any claim by any Optionholder with respect to the termination or cancellation of the Company Options pursuant to Section 2(f) or any dispute with respect to the Options or the cancellation thereof in accordance herewith, other than claims against Buyer for breach of its obligations under this Agreement; or

(D)the matters described on Exhibit F attached hereto, which Exhibit F is incorporated herein by reference.

(ii)Subject to Sections 8(a), (e), (f) (j) and (k) and the limitations set forth in this Section 8(b) below, each Seller, individually, and not severally or jointly, will indemnify, defend and hold harmless the Buyer Indemnified Persons from and against, and will pay to the Buyer Indemnified Persons the amount of Adverse Consequences arising, directly or indirectly, out of, resulting from, relating to or in connection with:

(A)any breach of any representation or warranty made by such Seller in this Agreement or any Ancillary Agreement; or

(B)any failure by such Seller to perform or comply with any covenant or obligation of such Seller in this Agreement or any Ancillary Agreement other than those in Section 6(d).

(iii)No Seller shall have, and no Seller shall exercise or assert (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or the Subsidiaries in connection with any indemnification obligation to which such Seller may become subject or which may be payable out of the Indemnity Escrow Amount under or in connection with this Agreement. From and after the Closing Date, the Sellers hereby irrevocably waive and release the Company and its Subsidiaries from any such right of contribution, reimbursement, subrogation or indemnity.

(iv)No Seller shall have any obligation to indemnify Buyer Indemnified Persons from and against any Adverse Consequences pursuant to paragraph (A) of Section 8(b)(i): (A) until Buyer Indemnified Persons have suffered Adverse Consequences by reason of all such breaches in excess of the Deductible in the aggregate (after which point Sellers will be obligated only to indemnify Buyer Indemnified Persons from and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences Buyer Indemnified Persons have suffered by reason of all such breaches exceeds the Indemnity Escrow Amount (the “Cap”) (after which point Sellers will have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, however, that Sellers shall not be liable to Buyer Indemnified Persons for any claim if the Adverse Consequences relating to such claim (or, in the case of a series of related claims, the aggregate Adverse Consequences thereof) are less than $50,000 (each a “Minor Claim”), and Minor Claims shall not be included in the computation of the aggregate deductible under clause (A) above; provided, further, however, that neither the Deductible nor the Minor Claim threshold amount shall apply to Adverse Consequences pursuant to paragraphs (B) or (C) of Section 8(b)(i), resulting from breaches of the Fundamental Representations or from breaches of the representations and warranties set forth in Section 4(j) (Tax Matters) or resulting from breaches of the covenants provided in Section 6(d), and the Cap shall not apply to Adverse Consequences pursuant to paragraphs (B) or (C) of Section 8(b)(i) or resulting from breaches of the Fundamental Representations. The Cap shall apply to any claims under Section 6(d) (including a breach of Section 4(j) (Tax Matters) other than claims for the Sellers’ Allocable Pre-Closing Taxes.

(v)Notwithstanding anything herein to the contrary, except solely to the extent provided in Section 8(k), and other than in the case of fraud or criminal or willful misconduct of such Seller, no Seller's aggregate liability for Adverse Consequences shall exceed such Seller’s Indemnification Portion of the Purchase Price.

(c)Indemnification Provisions for Sellers’ Benefit. In the event Buyer breaches any of its representations, warranties, or fails to perform or comply with any covenants contained herein or in any Ancillary Agreement, and provided that any Seller makes a written claim for indemnification against Buyer pursuant to Section 10(h) below within the applicable survival period, then Buyer, subject to the other provisions of this Section 8, shall indemnify

each Seller and Sellers’ Representative from and against the entirety of any Adverse Consequences suffered that arise or result from such breach by Buyer.

(d)Matters Involving Third Parties

(i)If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Section 8, then the Indemnified Party shall promptly (and in any event within fifteen (15) Business Days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that the failure to so notify shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is actually and materially prejudiced thereby.

(ii)After the Indemnifying Party receives a notice of a Third Party Claim, the Indemnifying Party shall be entitled, at its own cost and expense, except as otherwise provided in clauses (ii) and (iv) of this Section 8(d) below: (1) to take control of the defense and investigation of such Third Party Claim or action; (2) to employ and engage attorneys of their own choice to handle and defend such Third Party Claim; and (3) to compromise or settle such claim, provided, however, that the Indemnifying Party shall not settle, compromise or offer to settle or compromise any Third Party Claim on a basis that would restrict the future activity or conduct of the Indemnified Party or any Affiliate thereof without the prior written consent of the Indemnified Party. In addition, the Indemnifying Party shall not, except with the prior written consent of the Indemnified Party, enter into any compromise or settlement that does not include an unconditional release of all Indemnified Parties who are parties to such claim from all liability with respect to such claim or consent to entry of judgment. The Indemnifying Party shall permit the Indemnified Party to participate in the defense or settlement of such Third Party Claim through counsel chosen by such Indemnified Party provided that (subject to Section 8(d)(v)) the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any such claim without the Indemnifying Party’s consent (which shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim without the Indemnifying Party’s consent, provided that in such event it shall waive any right to indemnity or reimbursement therefor by the Indemnifying Party for such claim unless the Indemnifying Party shall have consented in writing to such payment or settlement.

(iii)The Indemnified Party shall cooperate with the Indemnifying Party and its attorneys in the investigation, trial and defense of such Third Party Claim or action and any appeal arising therefrom. The Parties shall cooperate with each other in any notifications to insurers. Unless and until an Indemnifying Party assumes the defense of a Third Party Claim as provided in Section 8(d)(ii) above, the Indemnified Party against which such Third Party Claim has been asserted may undertake, at the Indemnifying Party’s cost and expense, the defense of such Third Party Claim in any manner as he, she or it reasonably may deem appropriate, but shall not thereby waive any right to indemnity or reimbursement therefor pursuant to this Agreement; provided, however, that the Indemnified Party will not consent to the entry

of any judgment or enter into any settlement with respect to such claim without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed).

(iv)If the Indemnified Party assumes the defense of the Third Party Claim under Section 8(d)(iii) or (v), the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement and permit the Indemnifying Party to participate, at its own cost and expense, in the investigation, trial and defense of such Third Party Claim and any appeal arising therefrom.

(v)The Parties agree, as among themselves, that: (1) if the named parties to any Third Party Claim or proceeding include both an Indemnifying Party and the Indemnified Party, and if the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party or (2) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, then the Indemnified Party shall be entitled, at the Indemnifying Party’s reasonable cost and expense, to one separate counsel of the Indemnified Party’s own choosing in each jurisdiction for which the Indemnified Party determines counsel is required.

(vi)Sellers’ Representative shall act on behalf of Sellers for purposes of this Section 8 for any Third Party Claim, which is the subject of the indemnification provisions of this Section 8.

(e)Determination of Adverse Consequences. Notwithstanding any provision of this Agreement, no party shall be liable for, and the definition of Adverse Consequences shall not include, any punitive damages, except in the case of fraud or criminal misconduct or to the extent actually awarded, paid or incurred in a Third Party Claim. All indemnification payments under this Section 8 shall be reduced by (A) insurance proceeds actually received by the Indemnified Party, net of any third party expenses incurred in connection with the collection thereof, including deductibles and self-insured retentions, and (B) any related Tax benefit (net of any third party expenses incurred in connection with seeking and securing such Tax benefit) actually realized by the Indemnified Party in the taxable period of the Adverse Consequence or in the immediately subsequent taxable year (in which case corrective payments will be made by the Indemnified Party).

(f)Additional Limitations on Indemnification Obligations.

(i) (i) Notwithstanding anything to the contrary herein, no Seller shall be obligated to indemnify Buyer with respect to claims for indemnification of Adverse Consequences made pursuant to this Section 8 with respect to (A) any item disclosed in Schedule II and/or the Disclosure Schedule, (B) any item disclosed pursuant to Section 5(d)(i) of this Agreement, to the extent provided therein, (C) any covenant or condition waived in writing by Buyer at or prior to the Closing, or (D) any Adverse Consequences with respect to any matter, to the extent that such matter was reflected in the calculation of the Purchase Price pursuant to Section 2(e) of this Agreement.

(ii)Notwithstanding anything to the contrary herein, Buyer shall not be obligated to indemnify Sellers with respect to claims for indemnification of Adverse Consequences made pursuant to this Section 8 with respect to (i) any item disclosed in Schedule III, or (ii) any covenant or condition waived in writing by Sellers’ Representative at or prior to the Closing.

(iii)For purposes of determining the amount of any Adverse Consequences under Sections 8(b) and (c), but not for purposes of determining whether there has been an inaccuracy in or breach of any representation or warranty herein or in any Ancillary Agreement, any materiality qualifiers (including Material Adverse Effect or Material Adverse Change) contained in the applicable representation and warranty shall be deemed to be deleted and shall be given no force or effect.

(g)Exclusive Remedy. Except for any equitable remedies of the Parties expressly provided herein (including pursuant to Section 10(q)) and for the Guaranty, Buyer and Sellers acknowledge and agree that the indemnification provisions in this Section 8 and in Section 6(d) shall be the sole and exclusive remedy of Buyer and Sellers after the Closing with respect to claims arising under or as a result of this Agreement or relating to the Company or any of its Subsidiaries.

(h)Manner of Payment; Escrow

(i)At any given time, the remaining portion of the Indemnity Escrow Amount shall be the sole and exclusive source of recovery with respect to Adverse Consequences indemnifiable pursuant to Section 8(b)(i) (other than clause (D) thereof) or Section 6(d) (other than claims for the Sellers’ Allocable Pre-Closing Taxes), and in no event shall Buyer Indemnified Persons be entitled to recover more than the Indemnity Escrow Amount pursuant to Section 8(b)(i) (other than clause (D) thereof) or Section 6(d) (other than claims for the Sellers’ Allocable Pre-Closing Taxes) in the aggregate; provided, that, notwithstanding the foregoing to the contrary, with respect to any breach of a Company Fundamental Representation, or a claim arising under paragraphs (B) or (C) of Section 8(b)(i), the remaining portion of the Indemnity Escrow Amount at any given time shall be the first source of recovery, and if the Indemnity Escrow Amount has been fully disbursed, any remaining amount of Adverse Consequences shall be recovered, subject to Section 8(b)(v) and Section 8(k), from each Seller on a several basis in accordance with such Seller’s Indemnification Portion. Adverse Consequences indemnifiable pursuant to Section 8(b)(ii) shall not be paid from the Indemnity Escrow Amount.

(ii)Within five (5) Business Days following the final determination of an indemnification claim pursuant to Section 8(b) or Section 6(d), Buyer and Sellers’ Representative shall deliver joint written instructions to the Escrow Agent, instructing the Escrow Agent to release funds to Buyer in the amount of such finally determined claim.

(iii)Promptly, and in any event within five (5) Business Days following the first anniversary of the Closing Date (and at any time thereafter to the extent the

funds then held by the Escrow Agent exceed the aggregate amount claimed by Buyer pursuant to claims timely made prior to the first anniversary of the Closing Date in accordance with this Section 8 or Section 6(d) and the Escrow Agreement, but that have not been finally determined), Buyer and Sellers’ Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute any remaining funds held by the Escrow Agent (minus the aggregate amount claimed by Buyer pursuant to claims timely made in accordance with this Section 8 and the Escrow Agreement, and not finally determined prior to such date) to (A) the Sellers’ Representative such portion of the amount being distributed as is allocable to the Sellers, other than Optionholders with respect to their Options, for further payment in accordance with the Representative’s Agreement to each Seller (other than an Optionholder with respect to such Optionholder’s Options), who shall be entitled to receive from Sellers’ Representative such Seller’s Post-Closing Allocable Portion of such amount being distributed and (B) the Company the balance of the amount being distributed for further payment by the Company to each Optionholder in accordance with each Optionholder’s Post-Closing Allocable Portion through payroll as set forth in Section 2(f)(ii).

(iv)Any amount payable by Buyer to a Seller shall be payable by wire transfer of immediately available funds to an account or accounts designated by the Sellers’ Representative within five (5) Business Days following the final determination of the claim for indemnification giving rise to such payment obligation.

(i)Adjustment to Purchase Price. Any payments made pursuant to this Section 8 shall be treated by the Parties as an adjustment to the Purchase Price for all Tax purposes, unless otherwise required by Law.

(j)Mitigation. Each of the Sellers and the Buyer shall take all commercially reasonable steps to mitigate any of its Adverse Consequences upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

(k)LJ II and LJ III Liability. Notwithstanding anything herein to the contrary, the representations and warranties of each of LJ II and LJ III in Section 3(a) and the covenants of each of LJ II and LJ III, including, without limitation, the covenant to indemnify the Buyer pursuant to, and subject to the limitations set forth in, this Article 8 and Section 6(d) shall be joint and several solely as between them.

9.Termination

(a)Termination of Agreement. Certain of the Parties may terminate this Agreement as provided below:

(i)Buyer and Sellers’ Representative may terminate this Agreement by mutual written consent at any time prior to the Closing;

(ii)Buyer or Sellers’ Representative may terminate this Agreement by giving written notice to the other party at any time prior to the Closing if the Closing shall not have been consummated on or before August 31, 2014 (the “Outside Date”), unless extended

by written agreement of Buyer and Sellers’ Representative; provided, however, that the right to terminate this Agreement under this Section 9(a)(ii) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or prior to such date;

(iii)Sellers’ Representative may terminate this Agreement by giving written notice to Buyer at any time prior to the Closing if there has been a breach of any representation, warranty or covenant made by the Buyer in this Agreement, such that the conditions in Section 7(b) are not capable of being satisfied and which have not been cured by Buyer within 30 days after receipt of written notice from Sellers’ Representative requesting such breach to be cured; provided that the right to terminate this Agreement pursuant to this Section 9(a)(iii) shall not be available to Sellers’ Representative if the failure of any Seller to fulfill any of its obligations under this Agreement has been the primary cause of, or resulted in, such breach;

(iv)Buyer may terminate this Agreement by giving written notice to Sellers’ Representative at any time prior to the Closing if there has been a breach of any representation, warranty or covenant made by any Seller in this Agreement, such that the conditions in Section 7(a) are not capable of being satisfied and which have not been cured by Sellers within 30 days after receipt of written notice from Buyer requesting such breach to be cured; provided that the right to terminate this Agreement pursuant to this Section 9(a)(iv) shall not be available to Buyer if the failure of Buyer to fulfill any of its obligations under this Agreement has been the primary cause of, or resulted in, such breach; and

(v)Buyer or Sellers’ Representative may terminate this Agreement by giving written notice to the other party at any time prior to the Closing if an Order shall have been issued permanently restraining or enjoining the transactions contemplated by this Agreement, and such Order shall have become final and non appealable.

(b)Effect of Termination. If any Party terminates this Agreement pursuant to Section 9(a) above, all rights and obligations of the Parties hereunder shall terminate without any liability of any Party to any other Party; provided, however, that this Section 9(b), Section 10, and the confidentiality provisions contained in Section 5(c) above shall survive termination. Notwithstanding anything to the contrary contained herein, termination of this Agreement pursuant to Section 9.1(a) shall not release any party from any liability for any willful breach by such party of the terms and provisions of this Agreement prior to such termination.

10.Miscellaneous

(a)[reserved]

(b)Press Releases and Public Announcements. No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of Buyer and Sellers’ Representative, except as such release or announcement may be required by applicable law or the rules or regulations of any United States

or foreign securities exchange, in which case the Party required to make the release or announcement shall allow the other Party reasonable time to comment on such release or announcement in advance of such issuance; provided, however, that the foregoing shall not prohibit Buyer or Guarantor from issuing press releases or making filings consistent with Guarantor’s past practices.

(c)No Third-Party Beneficiaries. Except as set forth in Section 6(e)(iv), this Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

(d)Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.

(e)Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of such Party’s rights, interests, or obligations hereunder without the prior written approval of Buyer and Sellers’ Representative; provided, however, that the indemnification and other rights hereunder of Buyer may be collaterally assigned to any bank or other financial institution which is or becomes a lender to Buyer, the Company or any of their respective Affiliates, successors or assigns.

(f)Counterparts. This Agreement may be executed in one or more counterparts (including by means of facsimile or other electronic transmission), each of which shall be deemed an original but all of which together will constitute one and the same instrument.

(g)Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

(h)Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) one Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), (iii) one Business Day after being sent to the recipient by facsimile or electronically scanned transmission, or (iv) four Business Days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth below:

If to the Company at any time prior to

Closing, Sellers or Sellers’ Representative

to:

Littlejohn Fund III, L.P.as Sellers’ Representativec/o Littlejohn & Co., LLC8 Sound Shore Drive (Suite 303)Greenwich, CT 06830Facsimile: (203) 552-3550Attention: David Simon

Copy (which shall not constitute notice)

sent contemporaneously to:

Morrison Cohen LLP909 Third AvenueNew York, NY 10022Facsimile: (212) 735-8708Attention: Salomon R. Sassoon, Esq.

If to Buyer or to the Company

at any time after Closing to:

CEHI Acquisition CorporationSixty-One Wilton Road, Second FloorWestport, Connecticut 06880Facsimile: (203) 221-8253E-mail: dswanson@compassequity.comAttention: David Swanson

Copy (which shall not constitute notice)

sent contemporaneously to:

Squire Patton Boggs (US) LLP221 E. Fourth Street, Suite 2900Cincinnati, OH 45202Facsimile: (513) 361-1201E-mail: toby.merchant@squirepb.comAttention: Toby M. Merchant

Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

(i)GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

(j)SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL

(i)EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF (A) THE SUPREME COURT OF THE STATE OF NEW YORK, NEW YORK COUNTY AND (B) THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY AND AGREES THAT ALL CLAIMS IN RESPECT OF THE SUIT ACTION OR OTHER PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. EACH PARTY AGREES TO COMMENCE ANY SUCH SUIT, ACTION OR OTHER PROCEEDING EITHER IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR IF SUCH SUIT, ACTION OR OTHER PROCEEDING MAY NOT BE BROUGHT IN SUCH COURT FOR JURISDICTIONAL REASONS, IN THE SUPREME COURT OF THE STATE OF NEW YORK, NEW YORK COUNTY. EACH PARTY WAIVES ANY DEFENSE OF IMPROPER VENUE OR INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING SO BROUGHT AND WAIVES ANY BOND, SURETY, OR OTHER SECURITY THAT MIGHT BE REQUIRED OF ANY OTHER PARTY WITH RESPECT THERETO. ANY PARTY MAY MAKE SERVICE ON ANY OTHER PARTY BY SENDING OR DELIVERING A COPY OF THE PROCESS TO THE PARTY TO BE SERVED AT THE ADDRESS AND IN THE MANNER PROVIDED FOR THE GIVING OF NOTICES IN SECTION 10(h) ABOVE. NOTHING IN THIS SECTION 10(j), HOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AT EQUITY. EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING SO BROUGHT SHALL BE CONCLUSIVE AND MAY BE ENFORCED BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW OR AT EQUITY.

(ii)EACH OF THE PARTIES HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EACH OF THE PARTIES (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (II) ACKNOWLEDGES THAT SUCH OTHER PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.

(iii)This Section 10(j) shall not apply to any dispute under Section 2(e) that is required to be decided by the Independent Accountants.

(k)Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by Buyer and Sellers’ Representative; provided, however, that notwithstanding the foregoing, the Company may update Schedule I as necessary immediately prior to the Closing without the consent of Buyer. No waiver by any Party of any provision of this Agreement or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the Party making such waiver, or in the case of each Seller, by Sellers’ Representative on behalf of such Seller, nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

(l)Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

(m)Expenses. Except as otherwise provided in this Agreement, Buyer, each Seller and the Company and its Subsidiaries will bear his, her, or its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby, whether or not the Closing Shall have occurred.

(n)Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean “including, without limitation”.

(o)Incorporation of Exhibits, Annexes, and Schedules. The Exhibits, Annexes, and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

(p)Legal Representation. Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Company and its Subsidiaries), acknowledges and agrees that Morrison Cohen LLP (“MoCo”) may have acted as counsel for Littlejohn & Co., LLC (“Littlejohn”), LJ II, LJ III, Sellers’ Representative, the Company and/or their respective Affiliates in certain matters for several years and that LJ II, LJ III, Sellers’ Representative and Littlejohn reasonably anticipate that MoCo will continue to represent them and/or such other parties (other than the Company and its Subsidiaries) in future matters. Accordingly, Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Company and its Subsidiaries), expressly: (a) consents to MoCo’s representation of LJ II, LJ III, Sellers’ Representative, Littlejohn and/or their Affiliates in any post-Closing matter in which the interests of Buyer, the Company or any of its Subsidiaries, on the one hand, and LJ II, LJ III, Sellers’ Representative,

Littlejohn or their Affiliates, on the other hand, are adverse, including, without limitation, any matter relating thereto; and (b) consents to the disclosure by MoCo to LJ II, LJ III, Sellers’ Representative, Littlejohn or their Affiliates of any information learned by MoCo in the course of its representation of LJ II, LJ III, Sellers’ Representative, Littlejohn, the Company or their respective Affiliates. Furthermore, Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Company and its Subsidiaries), irrevocably waives any right it may have to discover or obtain information or documentation relating to the representation of LJ II, LJ III, Sellers’ Representative, Littlejohn and/or their Affiliates by MoCo in the transactions contemplated hereby, to the extent that such information or documentation was privileged as to LJ II, LJ III, Sellers’ Representative, Littlejohn and/or their Affiliates. Upon and after the Closing, the Company and its Subsidiaries shall cease to have any attorney-client relationship with MoCo, unless and to the extent MoCo is specifically engaged in writing by the Company or any of its Subsidiaries to represent such Person after the Closing and such engagement either (i) involves no conflict of interest with respect to LJ II, LJ III, Sellers’ Representative, Littlejohn and/or their Affiliates or (ii) LJ II, LJ III, Sellers’ Representative, Littlejohn and/or their Affiliates, as applicable, consents in writing at the time to such engagement. Any such representation by MoCo after the Closing shall not affect the foregoing provisions hereof.

(q)Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

(r)No Recourse. Other than with respect to claims that any Seller or the Company may assert against any Person that is party to, and solely pursuant to the terms of, any confidentiality agreement with such Seller or the Company (“Retained Claims”), all actions, claims, obligations, liabilities or causes of actions (whether in contract or in tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to: (a) this Agreement, (b) the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), (c) any breach of this Agreement and (d) any failure of the transactions contemplated by this Agreement to be consummated, may be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement. No other Person, including any director, officer, employee, incorporator, member, partner, manager, stockholder, optionholder, Affiliate, agent, attorney or representative of, or any financial advisor or lender to, any party to this Agreement, or any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or representative of, or any financial advisor or lender to any of the foregoing shall have any liabilities (whether in contract or in tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d) except for Retained Claims.

(s)Guaranty. Guarantor hereby acknowledges and agrees that it is executing this Agreement to guaranty the prompt and complete payment to Sellers’ Representative for the benefit of Sellers and performance of the obligations of the Buyer under this Agreement and each agreement executed pursuant hereto. Guarantor hereby irrevocably, absolutely and unconditionally guarantees, as a primary obligation, that the Buyer shall fully, completely and timely pay and perform each and every one of its obligations. Guarantor’s guarantee set forth in this Section 10(s) (the “Guaranty”) is one of payment, not collection, and a separate Proceeding or Proceedings to enforce the Guaranty may be brought and prosecuted against Guarantor irrespective of whether any Proceeding is brought against the Buyer or any other Person or whether the Buyer and/or any other Person is joined in any such Proceeding or Proceedings. The liability of Guarantor under the Guaranty shall, to the fullest extent permitted under applicable Law, be absolute and unconditional, irrespective of: (i) the validity, legality or enforceability of this Agreement against the Buyer; (ii) any release or discharge of any obligation of the Buyer under this Agreement resulting from any change in the corporate existence, structure or ownership of the Buyer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Buyer or any of its assets; (iii) any amendment or modification of this Agreement, or any change in the manner, place or terms of payment or performance of any obligation of the Buyer under this Agreement, or any change or extension of the time of payment or performance of, or alteration of, any obligation of the Buyer under this Agreement, any liability incurred directly or indirectly in respect thereof, or any amendment or waiver of, or any consent to any departure from, the terms of this Agreement or the documents entered into in connection therewith; (iv) the existence of any claim, setoff or other right that the Buyer or Guarantor may have at any time against any of the Sellers; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of Guarantor or otherwise operate as a discharge of Guarantor as a matter of Law or equity. This Agreement shall conclusively be deemed to have been entered into and contracted in reliance upon the Guaranty, and all dealings between the Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guaranty. When the Sellers’ Representative, on behalf of the Sellers, or any of the Sellers is pursuing its rights and remedies hereunder against Guarantor, neither the Sellers’ Representative nor any Seller, as applicable shall be under an obligation to pursue any rights and remedies it may have against the Buyer or any other Person, and any failure by the Sellers’ Representative, on behalf of the Sellers, or of any Seller, as applicable, to pursue such other rights or remedies or to collect any payments from the Buyer or any other Person, and any release by any Party or any other Person, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies of the Sellers’ Representative or any of the Sellers, whether express, implied or available as a matter of Law. None of the Sellers’ Representative, on behalf of the Sellers, or any of the Sellers, shall be obligated to file any claim in the event that the Buyer becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of Sellers’ Representative to so file shall not affect Guarantor’s obligations hereunder. In the event that any payment by the Buyer under this Agreement is rescinded or must otherwise be returned for any reason whatsoever, Guarantor shall remain liable hereunder as if such payment had not been made. Guarantor hereby irrevocably waives acceptance, presentment, demand, protest and any notice in connection with the performance of its obligations set forth in this Section 10(s). Guarantor may not exercise any rights of

subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any payment by it in respect of the Guaranty. No failure on the part of Sellers’ Representative, on behalf of the Sellers, or any Seller to exercise, and no delay in exercising, any right, remedy or power with respect to the Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise by the Sellers’ Representative, on behalf of the Sellers, or any Seller of any right, remedy or power with respect to the Guaranty preclude any other or future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to the Sellers’ Representative, on behalf of the Sellers, or to the Sellers or allowed to the Sellers by Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Sellers’ Representative, on behalf of the Sellers, or the Sellers at any time or from time to time.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

BUYER:

CEHI ACQUISITION CORPORATION

By: /s/ Alan B. Offenberg

Name: Alan B. Offenberg

Title: Vice President

GUARANTOR:

Solely for purposes of Section 10(s):

COMPASS GROUP DIVERSIFIED HOLDINGS LLC

By: /s/ Ryan J. Faulkingham

Name: Ryan J. Faulkingham

Title: Chief Financial Officer

[Signature Page toAmended ~~Stock~~and ~~Purchase~~Restated Management Services Agreement]

~~IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.~~29

~~SELLERS’~~Exhibit ~~REPRESENTATIVE:~~A

~~LITTLEJOHN FUND III, L.P.~~GUARANTEE

~~By:~~Compass ~~Littlejohn~~Group ~~Associates~~Diversified ~~III~~Holdings LLC (the “Company”) hereby guarantees to Compass Group Management LLC (the “Manager”) the full, ~~L.L.C.~~prompt and punctual payment by any and all Subsidiaries (as defined in that certain Amended and Restated Management Services Agreement by and between the Company and the Manager, dated September 30, 2014 and originally effective as of May 16, 2006 (the “MSA”)) of the Company of any and all Offsetting Management Fees due and owing to the Manager (as defined in the MSA), with full rights of subrogation to and in respect of the Manager’s rights in respect thereof (the “Guaranteed Obligations”).

~~its~~This ~~General~~guarantee ~~Partner~~shall continue in full force and effect with respect to all Guaranteed Obligations until all such Guaranteed Obligations are paid and performed in full.

ByDate: ~~/s/~~September ~~Michael~~30, I.2014 ~~Klein~~

~~Name~~COMPANY: ~~Michael I. Klein~~

~~Title:~~COMPASS ~~Manager~~GROUP DIVERSIFIED HOLDINGS LLC,

~~THE~~a ~~COMPANY:~~Delaware limited liability company

~~CLEAN EARTH HOLDINGS, INC.~~By: _______________________________

ByName: ~~/s/~~Ryan ~~Christopher~~J. ~~Dods~~ Faulkingham

~~Name~~Title: Chief ~~Christopher~~Financial ~~Dods~~Officer

~~Title~~ACKNOWLEDGED: ~~Chief Executive Officer and President~~

~~Signature Page to Stock Purchase Agreement~~MANAGER:

INCOMPASS ~~WITNESS~~GROUP ~~WHEREOF~~MANAGEMENT LLC, ~~the Parties hereto have executed this Agreement as of the date first above written.~~

~~SELLERS:~~a Delaware limited liability company

~~LITTLEJOHN FUND II, L.P.~~By: _________________________

ByName: ~~Littlejohn Associates II, L.L.C.,~~ _________________________

~~its General Partner~~Title: _________________________

~~By: /s/ Michael I. Klein~~ 30

~~Name:~~Exhibit ~~Michael I~~99. ~~Klein~~1

~~Title~~Compass Diversified HoldingsRyan J. FaulkinghamChief Financial Officer203.221.1703ryan@compassequity.com Investor Relations and Media Contact:The ~~Manager~~IGB Group Leon Berman 212.477.8438lberman@igbir.com

~~Signature~~Compass ~~Page~~Diversified toHoldings ~~Stock~~Declares ~~Purchase~~Third ~~Agreement~~Quarter 2014

INDistribution ~~WITNESS WHEREOF, the Parties hereto have executed this Agreement as~~ of ~~the~~$0.36 ~~date~~Per ~~first above written.~~Share

~~SELLERS~~Westport, Conn., October 7, 2014 - Compass Diversified Holdings (NYSE: CODI) (“CODI” or the “Company”), an owner of leading middle market businesses, announced today that its Board of Directors has declared a quarterly cash distribution of $0.36 per share. The distribution for the three months ended September 30, 2014 is payable on October 30, 2014 to all holders of record as of October 23, 2014.

~~LITTLEJOHN~~Alan ~~FUND~~Offenberg, ~~III~~CEO of Compass Diversified Holdings, Lstated, “We are pleased to declare our third quarter distribution of $0.P36 per share. We have now declared a distribution each quarter since our IPO in May of 2006 and, including this quarter, will have cumulatively distributed $11.3952 per share to our shareholders.”

~~By:~~About ~~Littlejohn~~Compass ~~Associates~~Diversified ~~III,~~Holdings ~~L.L.C.,~~(“CODI”)

CODI owns and manages a diverse family of established North American middle market businesses. Each of its ~~General~~current ~~Partner~~subsidiaries is a leader in its niche market.

~~By:~~CODI ~~/s/~~maintains ~~Michael~~controlling Iownership interests in each of its subsidiaries in order to maximize its ability to impact long term cash flow generation and value. ~~Klein~~ The Company provides both debt and equity capital for its subsidiaries, contributing to their financial and operating flexibility. CODI utilizes the cash flows generated by its subsidiaries to invest in the long-term growth of the Company and to make cash distributions to its shareholders.

~~Name: Michael~~Our I.eight ~~Klein~~majority-owned subsidiaries are engaged in the following lines of business:

~~Title:~~• ~~Manager~~The manufacture of quick-turn, prototype and production rigid printed circuit boards (Advanced Circuits, www.advancedcircuits.com);

~~Signature~~• ~~Page~~The todesign ~~Stock~~and ~~Purchase~~manufacture ~~Agreement~~of promotionally priced upholstered furniture (American Furniture Manufacturing, www.americanfurn.net);

IN• ~~WITNESS~~The ~~WHEREOF,~~design ~~the~~and ~~Parties~~manufacture ~~hereto~~of ~~have~~medical ~~executed~~therapeutic ~~this~~support ~~Agreement~~surfaces asand ofother ~~the~~wound ~~date~~treatment ~~first~~devices ~~above~~(Anodyne ~~written~~Medical Device, also doing business and known as Tridien Medical, www.tridien.com);

~~SELLERS:~~• The manufacture of engineered magnetic solutions for a wide range of specialty applications and end-markets (Arnold Magnetic Technologies, www.arnoldmagnetics.com);

~~/s/~~• ~~Christopher~~The ~~Dods~~ design and manufacture of personal hydration products for outdoor, recreation and military use (CamelBak Products, www.camelbak.com);

~~CHRISTOPHER~~• ~~DODS~~Environmental services for a variety of contaminated materials including soils, dredged material, hazardous waste and drill cuttings (Clean Earth, www.cleanearthinc.com);

~~Signature~~• ~~Page~~The todesign ~~Stock~~and ~~Purchase~~marketing ~~Agreement~~of wearable baby carriers, strollers and related products (Ergobaby, www.ergobaby.com); and

IN• ~~WITNESS~~The ~~WHEREOF,~~design ~~the~~and ~~Parties~~manufacture ~~hereto~~of ~~have~~premium ~~executed~~home ~~this~~and ~~Agreement~~gun assafes of(Liberty ~~the~~Safe, ~~date first above written~~www.libertysafe.com).

~~SELLERS~~In addition, we own approximately 41% of the common stock of Fox Factory Holding Corp. (“FOX”, Nasdaq: FOXF), a former subsidiary business that completed its initial public offering in August 2013. FOX, www.ridefox.com, designs and manufactures high-performance suspension products primarily for mountain bikes, side-by-side vehicles, on-road and off-road vehicles and trucks, all-terrain vehicles, snowmobiles, specialty vehicles and applications, and motorcycles.

~~/s/~~To ~~Bernard~~find ~~Guerin~~ out more about Compass Diversified Holdings, please visit www.compassdiversifiedholdings.com.

~~BERNARD~~This ~~GUERIN~~press release may contain certain forward-looking statements, including statements with regard to the future performance of the Company. Words such as "believes," "expects," "projects," and "future" or similar expressions, are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and some of these factors are enumerated in the risk factor discussion in the Form 10-K filed by CODI with the Securities and Exchange Commission for the year ended December 31, 2013 and other filings with the Securities and Exchange Commission. CODI undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

~~Signature Page to Stock Purchase Agreement~~###

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

SELLERS:

/s/ Michael Goebner

MICHAEL GOEBNER

Signature Page to Stock Purchase Agreement

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

SELLERS:

/s/ Steven Sands

STEVEN SANDS

Signature Page to Stock Purchase Agreement

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

SELLERS:

/s/ Edward Sheehan

EDWARD SHEEHAN

Signature Page to Stock Purchase Agreement

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

SELLERS:

/s/ Raymond Empson

G. RAYMOND EMPSON

Signature Page to Stock Purchase Agreement

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

SELLERS:

/s/ William Massa

WILLIAM MASSA

Signature Page to Stock Purchase Agreement

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

SELLERS:

/s/ Nancy Roberts

NANCY ROBERTS

Signature Page to Stock Purchase Agreement

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

SELLERS:

/s/ James Hull

JAMES HULL

Signature Page to Stock Purchase Agreement

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

SELLERS:

/s/ Thomas Kushnir

THOMAS KUSHNIR

Signature Page to Stock Purchase Agreement

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

SELLERS:

/s/ Paul Lane

PAUL LANE

Signature Page to Stock Purchase Agreement

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

SELLERS:

/s/ Daniel Morrow

DANIEL MORROW

Signature Page to Stock Purchase Agreement

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

SELLERS:

/s/ Phyllis Onofrietti

PHYLLIS ONOFRIETTI

Signature Page to Stock Purchase Agreement

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

SELLERS:

/s/ Averil Rance

AVERIL RANCE

Signature Page to Stock Purchase Agreement

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

SELLERS:

/s/ Kenneth Skyes

KENNETH SYKES

Signature Page to Stock Purchase Agreement

Filing Compare · Compass Group Diversified Holdings LLC