8-K: nVent Electric plc (2023)

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

 Name of each exchange on Title of each class Trading symbol which registered Ordinary Shares, nominal value $0.01 per share NVT New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company asdefined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of theExchange Act (17 CFR 240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of theExchange Act.

ITEM 1.01 Entry into a Material Definitive Agreement.

On April 1, 2023, nVent Electric plc (the "Company") entered into a MergerAgreement with ECM Investors, LLC ("ECM Investors"), Sentinel ECM Blocker, Inc.("Blocker Corp"), Lionel Acquisition Co., a subsidiary of the Company("Purchaser"), Everest Blocker Holding, Inc., a subsidiary of the Company("Blocker Purchaser"), Everest Acquisition Merger Sub, LLC, a subsidiary of theCompany ("Merger Sub"), Everest Blocker Merger Sub, Inc., a subsidiary of theCompany ("Blocker Merger Sub"), and Sentinel Capital Partners L.L.C. (the"Merger Agreement").

Pursuant to the Merger Agreement, (i) Blocker Merger Sub will merge with andinto Blocker Corp, with Blocker Corp surviving as a subsidiary of BlockerPurchaser ("Blocker Merger") and (ii) Merger Sub will merge with and into ECMInvestors, with ECM Investors surviving as a subsidiary of Purchaser, as aresult of which the Company will indirectly own all of the equity interests ofBlocker Corp and ECM Investors, which is the parent of ECM Industries, LLC, foran aggregate purchase price of $1.1 billion, subject to customary adjustmentscontemplated by the Merger Agreement (the "Acquisition"). The Company expects tofund the Acquisition with a combination of available cash on hand and new debt.

The Merger Agreement provides for customary representations, warranties andcovenants. Closing under the Merger Agreement is subject to conditions,including (i) the expiration or termination of any applicable waiting periodunder the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (ii) the absenceof any law or order issued by any court or governmental authority preventingconsummation of the transactions contemplated by the Merger Agreement; (iii)subject to certain exceptions, the accuracy of the representations andwarranties of, and compliance with covenants by, each of the parties to theMerger Agreement; and (iv) the absence of a Company Material Adverse Effect (asdefined in the Merger Agreement) since the date of the Merger Agreement.

The Merger Agreement also contains certain termination rights for each party,including the right of each party to terminate the Merger Agreement on or afterSeptember 28, 2023 if the closing of the Acquisition has not occurred by thatdate, subject to the right to extend such date by 60 days in certaincircumstances. The Acquisition is anticipated to close in the second quarter of2023, subject to satisfaction of the closing conditions.

The foregoing description of the Merger Agreement and the transactionscontemplated thereby does not purport to be complete and is qualified in itsentirety by reference to the full text of the Merger Agreement, which is filedherewith as Exhibit 10.1.

ITEM 8.01 Other Information.

In connection with entering into the Merger Agreement, the Company and nVentFinance S.a r.l., a subsidiary of the Company, entered into a commitment letter,dated April 1, 2023 (the "Commitment Letter"), with JPMorgan Chase Bank, N.A.("JPMorgan"), pursuant to which, among other things, JPMorgan has committed toprovide debt financing for the Acquisition, consisting of a senior unsecuredbridge facility of up to $800 million (the "Bridge Facility"), on the terms andsubject to the conditions set forth in the Commitment Letter. The BridgeFacility will be subject to mandatory reduction and prepayment for 100% of thenet cash proceeds from the issuance of any debt and other securities of theCompany, other specified events and a new senior term loan facility, subject tocertain exceptions. The obligation of JPMorgan to provide the Bridge Facility issubject to a number of customary conditions.

ITEM 9.01 Financial Statements and Exhibits.

 (d) Exhibits. The exhibits listed in the Exhibit Index below are filed as part of this report.

 Exhibit Index

ExhibitNumber Description

 10.1 Merger Agreement, dated April 1, 2023, by and among ECM Investors, LLC, Sentinel ECM Blocker, Inc., Lionel Acquisition Co., Everest Blocker Holding, Inc., Everest Acquisition Merger Sub, LLC, Everest Blocker Merger Sub, Inc., nVent Electric plc and Sentinel Capital Partners, L.L.C.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned, hereunto duly authorized, on April 4, 2023.

nVent Electric plc Registrant

 By: /s/ Sara. E Zawoyski Sara E. Zawoyski Executive Vice President and Chief Financial Officer

 Exhibit 10.1

 Execution Version

 MERGER AGREEMENT

 by and among

 ECM INVESTORS, LLC

 SENTINEL ECM BLOCKER, INC.,

 LIONEL ACQUISITION CO.,

 EVEREST BLOCKER HOLDING, INC.,

 EVEREST ACQUISITION MERGER SUB, LLC,

 EVEREST BLOCKER MERGER SUB, INC.,

 NVENT ELECTRIC PLC

and

 SENTINEL CAPITAL PARTNERS, L.L.C.

 as the Representative

 DATED AS OF April 1, 2023

 TABLE OF CONTENTS

 PAGE

Article 1 CERTAIN DEFINITIONS 2Section1.1 Certain Definitions 2

Article 2 CLOSING; MERGERS 18Section2.1 Closing of the Transaction 18Section2.2 The Reorganization and Mergers 18Section2.3 Effective Time; Effects of the Merger 18Section2.4 Organizational Documents 18Section2.5 Directors, Managers and Officers 19Section2.6 Effect on Blocker Corp Stock 19Section2.7 Effect on Company Units 19

Article 3 PURCHASE PRICE 20Section3.1 Estimated Purchase Price 20Section3.2 Closing Payments 20Section3.3 Deferred Payments 21Section3.4 Payments to Sellers; Exchange Documents 21Section3.5 Determination of Final Purchase Price 23Section3.6 Payment of Actual Adjustment 25Section3.7 Purchase Price Allocation 26Section3.8 Withholding Taxes 26Section3.9 Paying Agent 26

Article 4 REPRESENTATIONS AND WARRANTIES REGARDING THE GROUP COMPANIESAND BLOCKER CORP 27Section4.1 Organization and Qualification 27Section4.2 Capitalization 28Section4.3 Authority; Execution; Enforceability 29Section4.4 Financial Statements; Undisclosed Liabilities 29Section4.5 Consents and Approvals; No Violations 31Section4.6 Material Contracts 31Section4.7 Absence of Changes 33Section4.8 Litigation 33Section4.9 Compliance with Applicable Law; Permits 33Section4.10 Employee Plans 35Section4.11 Environmental Matters 36Section4.12 Intellectual Property Rights 37Section4.13 Labor Matters 39Section4.14 Insurance 40Section4.15 Tax Matters 41Section4.16 Brokers 43Section4.17 Real and Personal Property 43Section4.18 Transactions with Affiliates 44Section4.19 Blocker Corp and ECM Entities 44Section4.20 Warranties and Product Liability 44Section4.21 Customers and Suppliers 45Section4.22 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES 45

 TABLE OF CONTENTS (cont'd)

 PAGE

Article 5 REPRESENTATIONS AND WARRANTIES OF PURCHASER PARTIES AND GUARANTOR 46Section 5.1 Organization 46Section 5.2 Authority 46Section 5.3 Consents and Approvals; No Violations 46Section 5.4 Litigation 47Section 5.5 Brokers 47Section 5.6 Merger Sub Activities 47Section 5.7 Solvency 47Section 5.8 Financing 48 Acknowledgment and Representations by Purchaser and MergerSection 5.9 Sub 48

Article 6 COVENANTS 49Section 6.1 Conduct of Business of the Company 49Section 6.2 Transfer Taxes 51Section 6.3 Access 51Section 6.4 Efforts to Consummate 52Section 6.5 Indemnification; Directors' and Officers' Insurance 54Section 6.6 Documents and Information 55 Contact with Customers, Suppliers and Other BusinessSection 6.7 Relations 55Section 6.8 Employee Benefits Matters 55Section 6.9 No Public Disclosure 57Section 6.10 No Injunction 58Section 6.11 Straddle Periods 58Section 6.12 Tax Returns 58Section 6.13 Cooperation 60Section 6.14 Tax Contests 60Section 6.15 Termination of Existing Tax Sharing Agreements 60Section 6.16 Representation and Warranty Policy 60Section 6.17 Exclusive Dealing 61Section 6.18 Blocker Corp Name Change 61Section 6.19 Financing 61Section 6.20 Special Environmental Indemnity 67

Article 7 CONDITIONS TO CLOSING 69 Conditions to the Obligations of the Company, Blocker CorpSection 7.1 and the Purchaser Parties 69Section 7.2 Other Conditions to the Obligations of the Purchaser Parties 69 Other Conditions to the Obligations of the Company andSection 7.3 Blocker Corp 71Section 7.4 Frustration of Closing Conditions 72

Article 8 TERMINATION; AMENDMENT; WAIVER 72Section 8.1 Termination 72Section 8.2 Notice of Termination 73Section 8.3 Effect of Termination 73

Article 9 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS; RELEASE 74Section 9.1 Survival of Representations and Covenants 74Section 9.2 Release 74

ii

 TABLE OF CONTENTS (cont'd)

 PAGE

Article 10 REPRESENTATIVE OF SELLERS 74Section 10.1 Authorization of Representative 74

Article 11 MISCELLANEOUS 77Section 11.1 Entire Agreement; Assignment 77Section 11.2 Notices 77Section 11.3 Fees and Expenses 79Section 11.4 Construction; Interpretation 79Section 11.5 Time of the Essence; Computation of Time 80Section 11.6 Exhibits and Schedules 80Section 11.7 Parties in Interest 80Section 11.8 Severability 80Section 11.9 Amendment 81Section 11.10 Extension; Waiver 81Section 11.11 Counterparts; Electronic Signatures 81Section 11.12 Obligations of Purchaser and Merger Sub 81Section 11.13 Knowledge of the Company 81Section 11.14 Governing Law; Jurisdiction and Venue; Waiver of Jury Trial 82Section 11.15 Remedies 83Section 11.16 Waivers; Terminations 84Section 11.17 Non-Recourse 85Section 11.18 No Recourse to Financing Sources 85

Article 12 GUARANTY 85Section 12.1 Guaranty 85

iii

SCHEDULES*

Schedule P-1 - Permitted LiensSchedule 1.1(a) - Accounting PrinciplesSchedule 4.2 - CapitalizationSchedule 4.4 - Financial Statements; Undisclosed LiabilitiesSchedule 4.5 - Consents and Approvals; No ViolationsSchedule 4.6 - Material ContractsSchedule 4.7 - Absence of ChangesSchedule 4.8 - LitigationSchedule 4.9 - Compliance with Applicable Law; PermitsSchedule 4.10 - Employee PlansSchedule 4.11 - Environmental MattersSchedule 4.12 - Intellectual Property RightsSchedule 4.13 - Labor MattersSchedule 4.14 - InsuranceSchedule 4.15 - Tax MattersSchedule 4.17 - Real and Personal PropertySchedule 4.18 - Transactions with AffiliatesSchedule 4.20 - Warranties and Product LiabilitySchedule 4.21 - Customers and SuppliersSchedule 5.3 - Consents and Approvals; No ViolationsSchedule 6.1 - Conduct of Business of the CompanySchedule 6.4(e) - ConsentsSchedule 6.20(a) - Indemnifiable Environmental ConditionsSchedule 6.20(b) - Primary Recovery Sources

* Omitted pursuant to Instruction 4 of Item 1.01 of Form 8-K.

EXHIBITS*

Exhibit A - Example Statement of Net Working CapitalExhibit B - Form of Paying Agent AgreementExhibit C - Form of Escrow AgreementExhibit D - Letter of TransmittalExhibit E - Asset AllocationExhibit F - Representation and Warranty BinderExhibit G - Form of Allocation ScheduleExhibit H - Key EmployeesExhibit I - Supporting Equityholders

* Omitted pursuant to Instruction 4 of Item 1.01 of Form 8-K.

iv

 MERGER AGREEMENT

THIS MERGER AGREEMENT (this "Agreement"), dated as of April 1, 2023 is made byand among ECM Investors, LLC, a Delaware limited liability company (the"Company"), Sentinel ECM Blocker, Inc., a Delaware corporation ("Blocker Corp"),Lionel Acquisition Co., a Delaware corporation ("Purchaser"), Everest BlockerHolding, Inc., a Delaware corporation and direct subsidiary of Purchaser("Blocker Purchaser" and, together with Purchaser, the "Purchasers"), EverestAcquisition Merger Sub, LLC, a Delaware limited liability company and a whollyowned subsidiary of Purchaser ("Merger Sub"), Everest Blocker Merger Sub, Inc.,a Delaware corporation and a wholly owned subsidiary of Blocker Purchaser("Blocker Merger Sub" and, together with the Purchasers and Merger Sub,collectively, the "Purchaser Parties"), Sentinel Capital Partners, L.L.C., aDelaware limited liability company, as the Representative (as defined herein)and, solely for the purposes of Article 1, Article 5, Article 9, Article 11,Article 12 and Section 6.9, nVent Electric plc, an Irish public limited company(the "Guarantor"). Capitalized terms used but not otherwise defined herein havethe meanings ascribed to such terms in Article 1.

WHEREAS, Sentinel Capital Partners VI-A, L.P., a Delaware limited partnership(the "Blocker Seller") collectively owns 100% of the equity interests of BlockerCorp;

WHEREAS, Blocker Corp owns certain interests in Sentinel ECM Splitter, LLC, aDelaware limited liability company ("Splitter");

WHEREAS, Splitter owns certain interests in Sentinel ECM Investments, LLC, aDelaware limited liability company ("Sentinel Investments");

WHEREAS, Sentinel Investments owns certain Company Units;

WHEREAS, after the date hereof and prior to the Closing, (i) Splitter willliquidate and make a proportional distribution of its interests in SentinelInvestments to its equityholders, including Blocker Corp, and (ii) SentinelInvestments shall redeem Blocker Corp's interest in Sentinel Investments inexchange for Blocker Corp's proportionate indirect share of the Company Unitsheld by Sentinel Investments, such that prior to the Closing, Blocker Corp willdirectly own certain Company Units (such transactions, the "Reorganization");

WHEREAS, Blocker Purchaser desires that Blocker Merger Sub be merged with andinto Blocker Corp, with Blocker Corp surviving as a wholly owned subsidiary ofBlocker Purchaser (the "Blocker Merger"), upon the terms and subject to theconditions set forth herein, and in accordance with the Delaware GeneralCorporation Law (the "DGCL");

WHEREAS, immediately following the Blocker Merger, Purchaser desires to acquirethe Company Units (other than the Company Units held by Blocker Corp) pursuantto a merger of Merger Sub with and into the Company, with the Company survivingas a wholly owned subsidiary of Purchaser (the "Merger" and, together with theBlocker Merger, the "Mergers"), upon the terms and subject to the conditions setforth herein, and in accordance with the Delaware Limited Liability Company Act(the "DLLCA");

WHEREAS, the board of directors of Blocker Corp has, upon the terms and subjectto the conditions set forth herein, (i) approved and declared advisable thisAgreement and the transactions contemplated hereby, including the BlockerMerger, and the execution by Blocker Corp of this Agreement and the consummationof the transactions contemplated hereby in accordance with the DGCL and(ii) recommended acceptance of the transactions contemplated herein (includingthe Blocker Merger) and approval of this Agreement by the Blocker Seller;

WHEREAS, the board of directors of the Company has, upon the terms and subjectto the conditions set forth herein, (i) approved and declared advisable thisAgreement and the transactions contemplated hereby, including the Merger, andthe execution by the Company of this Agreement and the consummation of thetransactions contemplated hereby in accordance with the DLLCA and(ii) recommended acceptance of the transactions contemplated herein (includingthe Merger) and approval of this Agreement by the Company Equityholders;

WHEREAS, the board of directors of each of Purchaser, Blocker Purchaser andBlocker Merger Sub, and Purchaser and Blocker Purchaser, each in its capacity asthe sole equityholder of Merger Sub or Blocker Merger Sub, respectively, haveeach, upon the terms and subject to the conditions set forth herein, approvedand declared advisable this Agreement and the transactions contemplated herein,including the Merger and the Blocker Merger, and the execution by the PurchaserParties of this Agreement and the consummation of the transactions contemplatedhereby in accordance with the DGCL, the DLLCA, as well as all other applicablelaw;

WHEREAS, promptly following the execution and delivery of this Agreement, (i)Blocker Corp will obtain and deliver to Blocker Purchaser a true, correct andcomplete copy of an irrevocable written consent of the Blocker Seller approvingand consenting to the Blocker Merger, the execution by Blocker Corp of thisAgreement and the consummation of the transactions contemplated hereby (the"Blocker Written Consent"), in accordance with the DGCL, and (ii) the Companywill obtain and deliver to Purchaser a true, correct and complete copy of anirrevocable written consent of the equityholders of the Company who collectivelyown a majority of the outstanding membership interests of the Company approvingand consenting to the Merger, the execution by the Company of this Agreement andthe consummation of the transactions contemplated hereby (the "WrittenConsent"), in accordance with the DLLCA;

WHEREAS, as a condition and inducement to the Company's willingness to enterinto this Agreement, Guarantor has entered into this Agreement to guarantee allof the Purchaser Parties' payment obligations hereunder, as further specified inArticle 12;

WHEREAS, concurrently with the execution of this Agreement, and as a conditionand inducement to the Purchaser's willingness to enter into this Agreement, eachof the Sellers set forth on Exhibit I has entered into a letter agreement insupport of the transactions contemplated by this Agreement (the "SupportAgreement"); and

WHEREAS, concurrently with the execution of this Agreement, and as a conditionand inducement to the Purchaser's willingness to enter into this Agreement, eachof the key employees of the Group Companies set forth on Exhibit H have executedan amendment to their existing employment agreements (the "RetentionAgreements").

NOW, THEREFORE, in consideration of the premises and the mutual promisescontained herein and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto hereby agree asfollows:

 Article 1 CERTAIN DEFINITIONS

Section 1.1 Certain Definitions. As used in this Agreement, the followingterms have the respective meanings set forth below.

"Accounting Firm" has the meaning set forth in Section 3.5(b).

"Accounting Principles" the practices, procedures, valuations, judgments,principles and methodologies set forth on Schedule 1.1(a).

"Accrued Income Taxes" means an amount equal to the aggregate current accruedbut unpaid Income Tax liabilities of Blocker Corp and the Group Companies as ofthe Effective Time for Pre-Closing Tax Periods either (x) ending after December31, 2021 that are due and payable following the Closing Date with respect to anyfinal Tax Return that is not yet due (including extensions) and filed in respectof solely those jurisdictions in which the applicable Blocker Corp or GroupCompany is currently filing Tax Returns for Income Taxes except to the extent anapplicable Group Company first had sufficient nexus in another jurisdiction torequire the filing of a Tax Return in a taxable period for which a Tax Returnhas not yet been due (including applicable extensions) or (y) with respect toany amount shown as due on any such final Tax Return filed prior to the ClosingDate that remains unpaid; provided that the calculation of Accrued Income Taxesshall: (i) be prepared in accordance with the past practice (including reportingpositions and accounting methods) of the applicable Blocker Corp or GroupCompany in preparing Tax Returns for Income Taxes, except as otherwise requiredby this Agreement; (ii) exclude (A) any deferred Tax liabilities (including suchTax liabilities in respect of deferred revenue) and deferred Tax assets, (B) anyliabilities and accruals or reserves established or required to be establishedunder the Accounting Principles in respect of any speculative or contingentliabilities for Taxes or with respect to uncertain Tax positions, and (C) anyIncome Tax liabilities resulting from actions taken by Purchaser, BlockerPurchaser, Blocker Corp, any Group Company or any of their respective Affiliateson the Closing Date after the Closing outside the ordinary course of business orin connection with financing the transactions contemplated by this Agreement;(iii) to the extent available to offset Income Taxes otherwise payable in suchTax jurisdiction, reflect estimated (or other prepaid) Income Tax payments andany overpayments of Income Taxes to the extent applicable to other Pre-ClosingTax Periods (for the avoidance of doubt, if the amount of unpaid Income Taxliabilities in one taxing jurisdiction becomes a negative number after theapplication of this clause (iii), such negative amount may not offset positiveamounts of unpaid Income Taxes in another taxing jurisdiction, unless suchnegative amount can actually be utilized to offset Taxes owing in suchjurisdiction) and taking into account any Transaction Tax Deductions asdeductions of Blocker Corp and the Group Companies in Pre-Closing Tax Periods tothe maximum extent permitted under Applicable Law; and (iv) be determined inaccordance with Section 6.12.

"Acquisition Transaction" has the meaning set forth in Section 6.17.

"Actual Adjustment" means an amount (which may be a negative number) equal to(i) the Purchase Price as finally determined pursuant to Section 3.5, minus (ii)the Estimated Purchase Price.

"Affiliate" means, with respect to any Person, any other Person who directly orindirectly, through one or more intermediaries, controls, is controlled by, oris under common control with, such Person. The term "control" means theownership of a majority of the voting securities of the applicable Person or thepossession, directly or indirectly, of the power to direct or cause thedirection of the management and policies of the applicable Person, whetherthrough the ownership of voting securities, by contract or otherwise, and theterms "controlled" and "controlling" have meanings correlative thereto. For theavoidance of doubt, (i) employees of the Group Companies are not Affiliates ofthe Group Companies and (ii) following the Closing, Purchaser, Blocker Purchaserand their respective Affiliates shall be Affiliates of the Group Companies andBlocker Corp and none of the Company Equityholders, the Blocker Seller or any oftheir respective Affiliates or equityholders shall be an Affiliate of any GroupCompany or of Blocker Corp.

"Affiliated Group" means a member of any affiliated, combined, consolidated,unitary or other group for Income Tax purposes.

"Agreement" has the meaning set forth in the introductory paragraph to thisAgreement.

"Allocation Schedule" has the meaning set forth in Section 3.4(b).

"Ancillary Documents" means, other than this Agreement, each other agreement,document, instrument and/or certificate contemplated by this Agreement to beexecuted in connection with the transactions contemplated hereby, including theSupport Agreement, the Letters of Transmittal, the Retention Agreements, theEscrow Agreement and the Paying Agent Agreement.

"Anti-Corruption or Anti-Bribery Laws" shall mean all domestic and foreignApplicable Laws that are designed to deter, prevent, or combat the bribery orother corruption of Public Officials in connection with business transactions,including but not limited to the United States Foreign Corrupt Practices Act of1977 (15 U.S.C. 77dd-1, et seq.) and the United Kingdom Bribery Act (2010).

"Applicable Law" means, with respect to any Person, any provision of federal,state, provincial, territorial, local or foreign law, code, statute, rule,regulation, Order or ordinance of any Governmental Entity applicable to suchPerson or its properties or assets.

"Asset Allocation" has the meaning set forth in Section 3.7.

"Blocker Certificate of Merger" has the meaning set forth in Section 2.3.

"Blocker Corp" has the meaning set forth in the introductory paragraph to thisAgreement.

"Blocker Effective Time" has the meaning set forth in Section 2.3.

"Blocker Merger" has the meaning set forth in the recitals.

"Blocker Merger Sub" has the meaning set forth in the introductory paragraph tothis Agreement.

"Blocker Purchaser" has the meaning set forth in the introductory paragraph tothis Agreement.

"Blocker Seller" has the meaning set forth in the recitals to this Agreement.

"Blocker Stock" means the common stock, par value $0.01, of Blocker Corp.

"Blocker Written Consent" has the meaning set forth in the recitals.

"Business Day" means a day, other than a Saturday or Sunday, on which commercialbanks in New York, New York are open for the general transaction of business.

"Cash and Cash Equivalents" means the sum of the fair market value (expressed inUnited States dollars) of all cash and cash equivalents (including restrictedcash, deposits, marketable securities and short term investments) of BlockerCorp and the Group Companies as of the Measurement Time, determined inaccordance with the Accounting Principles, which shall include all checks,drafts and wires for the benefit of Blocker Corp or any Group Company that arein transit or received but not yet deposited or cleared, and shall exclude alloutbound and uncleared checks, drafts and wires issued by Blocker Corp or aGroup Company, in each case, less any Taxes, withholding, or other charges thatwould apply to the repatriation of such amounts to the United States (providedthat there shall be no deduction for Taxes, withholding or other charges on thefirst 5,000,000 Yuan, 1,400,000 CN Dollars and 13,000,000 MXN).

"Certificate of Merger" has the meaning set forth in Section 2.3.

"Claim" has the meaning set forth in Section 10.1(a)(v).

"Closing" has the meaning set forth in Section 2.1.

"Closing Date" has the meaning set forth in Section 2.1.

"Closing Date Employees" has the meaning set forth in Section 6.8(a).

"Closing Date Funded Indebtedness" means the Funded Indebtedness as of theMeasurement Time.

"Closing Date Payment" has the meaning set forth in Section 3.2(a)(iv).

"COBRA" means Part 6 of Subtitle B of Title I of ERISA, Section 4980B of theCode and any similar state Applicable Law.

"Code" means the U.S. Internal Revenue Code of 1986, as amended.

"Company" has the meaning set forth in the introductory paragraph to thisAgreement.

"Company Advisors" means, collectively, Robert W. Baird & Co. Incorporated andLincoln International.

"Company Equityholder" means each Person which holds Company Units as ofimmediately prior to the Effective Time.

"Company Material Adverse Effect" means any change, event, condition,circumstance, occurrence or effect that, individually or in the aggregate, wouldreasonably be expected to have a material adverse effect on (A) the ability ofthe Company or Blocker Corp to consummate the transactions contemplated by thisAgreement or (B) the financial condition, business, assets or results ofoperations of the Group Companies, taken as a whole; provided, however, that anyadverse change, event, condition, circumstance, occurrence or effect arisingfrom or related to the following shall not be taken into account in determiningwhether a Company Material Adverse Effect has occurred: (i) conditions affectingthe United States economy or any foreign economy generally, (ii) any national orinternational political or social conditions, including civil unrest, protestsand public demonstrations, any government responses thereto and any escalationor worsening thereof, the engagement or cessation by the United States or anyother country in hostilities, whether or not pursuant to the declaration of anational emergency or war, or the occurrence of any military or terrorist attackupon the United States or any other country, or any of its territories,possessions, or diplomatic or consular offices or upon any militaryinstallation, equipment or personnel of the United States or any other country,(iii) changes to financial, banking or securities markets (including anydisruption thereof and any decline in the price of any security or any marketindex), (iv) any changes in weather, meteorological conditions or climate ornatural disasters (including hurricanes, storms, tornados, flooding,earthquakes, volcanic eruptions or similar occurrences) affecting the businessof the Group Companies, (v) changes in GAAP, (vi) changes in any Applicable Lawsor any action required to be taken under any Applicable Laws, (vii) the publicannouncement of the transactions contemplated by this Agreement, (viii) anyfailure by the Company to meet any internal or published projections, forecastsor revenue or earnings predictions for any period ending on or after the date ofthis Agreement (provided that the underlying cause of the failure to meet anyprojection, forecast or revenue or earnings predictions shall not be excludedfrom the determination of whether or not a Company Material Adverse Effect hasoccurred to the extent not otherwise excluded from this definition of CompanyMaterial Adverse Effect), (ix) any acts of God, including any epidemic, pandemicor disease outbreak (including in respect of COVID-19) or any law, regulation,statute, directive, pronouncement or guideline issued by a Governmental Entity,the Centers for Disease Control and Prevention, the World Health Organization orindustry group providing for business closures, "sheltering-in-place," curfewsor other restrictions that relate to, or arise out of, an epidemic, pandemic ordisease outbreak (including the COVID-19 pandemic) or any change in such law,regulation, statute, directive, pronouncement or guideline or interpretationthereof following the date of this Agreement or any worsening of such conditionsthreatened or existing as of the date of this Agreement, (x) the taking of anyaction contemplated by this Agreement and/or the Ancillary Documents, includingthe completion of the transactions contemplated hereby and thereby, or (xi) anyadverse change in or effect on the business of the Group Companies that is curedprior to the Closing; provided that, the matters described in clauses (i), (ii),(iii), (iv), (v), (vi), and (ix) shall be taken into account in thedetermination of whether or not a Company Material Adverse Effect has occurredto the extent any such matter has a disproportionate adverse effect on the GroupCompanies, taken as a whole, relative to other businesses in the industry inwhich they operate.

"Company Units" means Units of the Company, as such term is defined in the LLCAgreement.

"Confidentiality Agreement" means the confidentiality agreement, dated as ofDecember 19, 2022, by and between Robert W. Baird & Co. Incorporated (solely asDisclosing Party's representative (as defined therein)) and ERICO CorporationInternational.

"Contract" means any legally binding written contract, agreement, license,sublicense, lease, sublease or commitment.

"COVID-19" means SARS-CoV-2 or COVID-19, and any evolutions or variants thereofor related or associated epidemics, pandemic or disease outbreaks.

"COVID-19 Measures" means any quarantine, "shelter in place," "stay at home,"workforce reduction, social distancing, shut down, closure, sequester or anyother Applicable Law, Order, directive, guidelines or recommendations by anyGovernmental Entity or industry group in connection with or in response toCOVID-19, including, but not limited to, the Coronavirus Aid, Relief, andEconomic Security Act (CARES).

"COVID-19 Laws" means: (i) Presidential Proclamation 9994 of March 13, 2020Declaring a National Emergency Concerning the COVID-19 Outbreak; (ii) the CARESAct; (iii) the Families First Coronavirus Response Act of 2020; (iv)Presidential Memorandum of August 8, 2020, Deferring Payroll Tax Obligations inLight of the Ongoing COVID-19 Disaster, 85 FR 49587; and (v) any relatedApplicable Laws, Orders, rulings, proclamations, guidelines or FAQs issued orenacted by a Governmental Entity.

"Damages" has the meaning set forth in Section 6.20(a).

"Deferred Payments" has the meaning set forth in Section 3.3.

"Determination Date" has the meaning set forth in Section 3.6(a).

"DGCL" has the meaning set forth in the recitals.

"Dispute Items" has the meaning set forth in Section 3.5(b).

"DLLCA" has the meaning set forth in the recitals.

"Effective Time" has the meaning set forth in Section 2.3.

"Employee Benefit Plan" means each (A) "employee benefit plan" (as such term isdefined in Section 3(3) of ERISA) and (B) each other plan, agreement, program,policy, arrangement or offer letter, whether or not in writing, that providesequity or equity-based awards (including phantom equity), employee equityownership, stock option, stock purchase rights, bonus or incentives, severance,deferred compensation, profit-sharing, change in control or other transactionpayments or benefits, supplemental income, vacation, cafeteria benefits,retention pay or benefits, paid sick leave or other paid time off, expatriationpay or benefits, fringe benefits, perquisites, below market or othercompensatory loan or any other type of employee benefit or compensation notdescribed in (A) above; that, in each case, (i) any Group Company maintains,sponsors or contributes to, or to which any Group Company is a party for thebenefit of a current or former employee or other individual service provider orany current or former dependent or beneficiary thereof, or (ii) with respect towhich any Group Company has any obligation or liability (whether actual orcontingent); provided that the term shall not include any Multiemployer Plan orany plan that is maintained by a Governmental Entity or with respect to whichcontributions are mandated by a Governmental Entity or Applicable Law, such associal security or workers compensation.

"Enforceability Exceptions" has the meaning set forth in Section 4.3(c).

"Engagement" has the meaning set forth in Section 11.16(a).

"Enterprise Value" means $1,100,000,000.

"Environmental Escrow Account" has the meaning set forth in Section 3.2(a)(ii).

"Environmental Escrow Amount" has the meaning set forth in Section 3.2(a)(ii).

"Environmental Escrow Funds" means, at any time, the funds then remaining in theEnvironmental Escrow Account.

"Environmental Laws" means all Applicable Laws, including common law, pertainingto Hazardous Materials, or protection and preservation of the environment, humanhealth and safety (solely to the extent relating to exposure to HazardousMaterials) and natural resources (including animal, plant and fish health),including, but not limited to, the Comprehensive Environmental Response,Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), and theSuperfund Amendments and Reauthorization Act of 1986, the Emergency Planning andCommunity Right to Know Act (42 U.S.C. 11001 et seq.), the ResourceConservation and Recovery Act of 1976 (42 U.S.C. 6901 et seq.), and theHazardous and Solid Waste Amendments Act of 1984, the Clean Air Act (42 U.S.C. 7401 et seq.), the Federal Water Pollution Control Act (also known as theClean Water Act) (33 U.S.C. 1251 et seq.), the Toxic Substances Control Act(15 U.S.C. 2601 et seq.), the Safe Drinking Water Act (42 U.S.C. 300f etseq.), the Endangered Species Act (16 U.S.C. 1531 et seq.), and any similaror analogous state and local statutes or regulations promulgated thereunder andbinding decisional law of any Governmental Authority, as each of the foregoingare amended or supplemented from time to time, in each case to the extentapplicable with respect to the property or operation to which application of theterm "Environmental Laws" relates.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"Escrow Account" has the meaning set forth in Section 3.2(a)(i).

"Escrow Agent" has the meaning set forth in Section 3.2(a)(i).

"Escrow Agreement" has the meaning set forth in Section 3.2(a)(i).

"Escrow Amount" has the meaning set forth in Section 3.2(a)(i).

"Escrow Funds" means, at any time, the funds then remaining in the EscrowAccount.

"Estimated Closing Statement" has the meaning set forth in Section 3.1.

"Estimated Purchase Price" has the meaning set forth in Section 3.1.

"Example Statement of Net Working Capital" means the statement attached asExhibit A hereto.

"Exchange Documents" has the meaning set forth in Section 3.4(c).

"Export Control Laws" has the meaning set forth in Section 4.9(d).

"Final Allocation" has the meaning set forth in Section 3.7.

"Financial Statements" has the meaning set forth in Section 4.4(a).

"Financing" means any debt or equity financing or financings in connection withthe transactions contemplated by this Agreement, including any offering orprivate placement of debt securities or borrowing of loans and any relatedcommitment letter or engagement letter and including any credit facilities orcapital markets debt financing or equity or equity-related offerings.

"Financing Commitment Letters" has the meaning set forth in Section 5.8.

"Financing Failure Event" means any of the following, in each case other than aspermitted under Section 6.19(e), (a) the commitments with respect to all or anyportion of the Financing under the Financing Commitment Letters expiring orbeing terminated (unless as a result of definitive documents having been enteredinto with respect to all or any part thereof; provided that the amount thatexpired or terminated shall not exceed the amount committed under suchdefinitive documents except to the extent the difference is not necessary toconsummate the transactions contemplated by this Agreement), (b) for any reason,all or any portion of the Financing under the Financing Commitment Lettersbecoming unavailable, (c) a breach or repudiation by any Financing Source partyto the Financing Commitment Letters of which the Purchaser obtains knowledge, or(d) any Financing Source party to a Financing Commitment Letter or any Affiliateor agent of such Person shall notify the Purchaser in writing that any of theevents set forth in clauses (a) through (c) has occurred. For the avoidance ofdoubt, any termination, reduction, or expiration of the Financing CommitmentLetters or the commitments set forth therein in accordance with Section 6.19(e)shall not constitute a Financing Failure Event.

"Financing Sources" means the agents, arrangers, lenders, and other entitiesthat have committed to provide or arrange or otherwise entered into agreementsin connection with any Financing, including the parties to any commitment letteror engagement letter in respect of any Financing or to any joinder agreements,indentures, credit agreements, or other agreements entered pursuant thereto orrelating thereto, together with their Affiliates and the current, former, orfuture officers, directors, employees, partners, trustees, shareholders,equityholders, managers, members, limited partners, controlling persons, agents,and representatives of each of them and the successors and assigns of theforegoing Persons.

"Fraud" means an act, committed by a party hereto, with intent to deceiveanother party hereto, or to induce such other party to enter into this Agreementand requires: (i) a false representation contained in Article 4 or Article 5 ofthis Agreement; (ii) with knowledge that such representation is false or thePerson making such representation believes it is false; (iii) with an intentionto induce the other Person to whom such representation is made to enter intothis Agreement or otherwise act or refrain from acting in reliance upon it; (iv)causing that other Person, in reliance upon such false representation to enterinto this Agreement or otherwise take or refrain from taking action; and (v)causing such other Person to suffer damage by reason of such reliance. For theavoidance of doubt, Fraud does not include, and no claim may be made by anyPerson in relation to this Agreement or the transactions contemplated by thisAgreement for, constructive fraud or other claims based on constructiveknowledge, negligence, recklessness, misrepresentation, equitable fraud, orsimilar theories.

"Funded Indebtedness" means, as of any time, without duplication, theoutstanding principal amount of, accrued and unpaid interest on, and otherpayment obligations (including any prepayment premiums or breakage costs thatbecome payable as a result of the consummation of the transactions contemplatedby this Agreement) and liabilities arising under any of the followingobligations of the Blocker Corp and any Group Company: (i) indebtedness forborrowed money or indebtedness issued in substitution or exchange for borrowedmoney; (ii) indebtedness evidenced by any note, bond, debenture or otherinstrument or debt security; (iii) obligations to pay the deferred purchaseprice of property or services, including earn-outs, seller notes, holdbacks, anddirect financing leases or other unpaid purchase price obligations (butexcluding any trade payables and accrued expenses arising in the ordinary courseof business); (iv) leases that are required to be capitalized in accordance withthe Accounting Principles (provided, that the obligations of ASC 842 as issuedby the Financial Accounting Standards Board shall not apply to this clause(iv)); (v) direct or contingent obligations under any performance bond or letterof credit (including standby and commercial), bankers' acceptances, bankguaranties, surety bonds, and similar instruments, or any bank overdrafts andsimilar charges (solely to the extent drawn); (vi) Accrued Income Taxes; (vii)obligations under any swap, hedging, or similar agreement or arrangement; (viii)(a) obligations for unpaid severance, (b) lease termination costs, equipmentrelocation costs, duplicate rent costs and inflight synergy and cost savinginitiatives associated with consolidations and (c) accrued and unpaid bonuses;provided that, for the avoidance of doubt, the amounts of Funded Indebtednessunder this clause (viii) will be recorded in accordance with the AccountingPrinciples, provided that in the case of subclause (c) the accrual of amountsdue under the EBITDA bonus plan as of the Measurement Time shall be calculatedon a pro rata basis using the Company's reasonable estimate of full-yearfinancial metrics that impact the EBITDA bonus plan; provided further that theaggregate amount of Funded Indebtedness under this clause (viii) shall notexceed $5,000,000; (ix) deferred lease incentives; (x) obligations in respect ofunfunded or underfunded defined benefit pension plans, supplemental executiveretirement plan obligations, or post-retirement benefits liabilities (includingunder similar, statutory retirement gratuity or allowance plans), including anyof the foregoing liabilities relating to any Multiemployer Plan; providedthatthe aggregate amount of Funded Indebtedness under this clause (x) shall notexceed $3,500,000; (xi) unpaid liabilities owed by Blocker Corp or any GroupCompany to the Sellers or any of the Sellers' post-Closing Affiliates (in eachcase (a) if and to the extent not included as a Current Liability in thecalculation of Net Working Capital or as Seller Expenses and (b) excluding anyliabilities or obligations relating to (A) employment or contracting, includingsalary, wages, bonuses, reimbursements or other similar payments or obligations,(B) the direct or indirect ownership of equity interests of the Company, (C) anypayments arising in connection with the transactions contemplated by thisAgreement and (D) commercial agreements or arrangements entered into on arms'length terms in the ordinary course of the business of any Group Company); and(xii) guarantees directly or indirectly, in any manner, of the obligationsdescribed in clauses (i) through (xi) above of any other Person. Notwithstandingthe foregoing, "Funded Indebtedness" shall not include (a) any indebtedness orobligations between any Group Company or Blocker Corp, on the one hand, and anyother Group Company or Blocker Corp, on the other hand, (b) any letters ofcredit, bank overdrafts, performance bonds or similar bonds or charges, to theextent undrawn, (c) obligations under any leases that are not required to becapitalized in accordance with the Accounting Principles (provided, that theobligations of ASC 842 as issued by the Financial Accounting Standards Boardshall not apply to this clause (c)), (d) deferred revenue or (e) amountsincluded as Seller Expenses or Net Working Capital.

"GAAP" means United States generally accepted accounting principles,consistently applied.

"Governing Documents" means the legal document(s) by which any Person (otherthan an individual) establishes its legal existence or which govern its internalaffairs. For example, the "Governing Documents" of a corporation are itscertificate or articles of incorporation (as applicable) and by-laws, the"Governing Documents" of a limited partnership are its limited partnershipagreement and certificate of limited partnership and the "Governing Documents"of a limited liability company are its operating agreement and certificate offormation.

"Governmental Entity" means any United States or foreign (i) federal, state,local, municipal or other government, (ii) governmental or quasi-governmentalentity of any nature (including any governmental agency, branch, department,official, or entity and any court or other tribunal) or (iii) body exercising,or entitled to exercise any administrative, executive, judicial, legislative,police, regulatory, or taxing authority or power of any nature, including anyarbitral tribunal.

"Group Companies" means, collectively, the Company and each of its Subsidiariesand "Group Company" shall refer to each of the Company and its Subsidiaries.

"Group Company IP Rights" has the meaning set forth in Section 4.12(a).

"Guarantor" has the meaning set forth in the introductory paragraph to thisAgreement.

"Guaranteed Obligations" has the meaning set forth in Section 12.1.

"Hazardous Material" means (i) any material, substance, chemical, waste,product, derivative, compound, mixture, solid, liquid, vapor, odor, mineral orgas, in each case, whether naturally occurring or man-made, that (A) isclassified as hazardous, acutely hazardous, toxic, a pollutant or a contaminant,or words of similar import or regulatory effect under Environmental Laws or (B)otherwise is regulated under Environmental Laws because it poses a materialhealth risk to human health or a material threat to the environment or naturalresources (including animals, plants or fish); and (ii) any petroleum orpetroleum-derived products (including crude oil or any fraction thereof), radon,radioactive materials or wastes, asbestos in any form, lead or lead-containingmaterials, urea formaldehyde foam insulation, toxic mold, polychlorinatedbiphenyls, and per- and polyfluoroalkyl substances (including perfluorooctanoicacid and perfluorooctane sulfonate).

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, asamended, and the rules and regulations promulgated thereunder.

"IMMEX Registration" means the registration granted by the Ministry of theEconomy and secured under the Decree for the Promotion of the Manufacture,Maquiladora and Export Services Industry of Mexico.

"Income Taxes" means any Tax imposed on or determined with reference to gross ornet income.

"Indemnified Party" has the meaning set forth in Section 6.20(a).

"Indemnifiable Environmental Conditions" has the meaning set forth in Section6.20(a).

"Indemnification Claim Notice" has the meaning set forth in Section 6.20(d).

"Insurance Policy" has the meaning set forth in Section 4.14(a).

"Intellectual Property Rights" means any and all rights, arising out of, orassociated with any of the following in any jurisdiction through the wholeworld: (i) patents, patent applications, (whether provisional ornon-provisional), including divisionals, continuations, continuations-in-part,substitutions, reissues, reexaminations, extensions, or restorations of any ofthe foregoing; (ii) trade secrets, know-how, inventions (whether or notpatentable), discoveries, improvements, technology, business and technicalinformation, databases, data compilations and collections, tools, methods,processes, techniques, and other confidential and proprietary information andall rights therein ("Trade Secrets"); (iii) trademarks and service marks (andall registrations and applications therefor), brands, certification marks,logos, trade dress, trade names, together with all goodwill connected with theuse of and symbolized by, and all registrations, applications for registration,and renewals of, any of the foregoing; (iv) copyrights and works of authorship,whether or not copyrightable (and all registrations and applications therefor);(v) statutory design rights, mask works; (vi) Internet domain names, whether ornot trademarks, all associated web addresses, URLs, websites and web pages, andall content and data thereon or relating thereto, whether or not copyrights;(vii) computer programs, operating systems, applications, firmware, and othercode, including all source code, object code, application programminginterfaces, data files, databases, protocols, specifications, and otherdocumentation thereof; and (viii) all other intellectual or industrial propertyand proprietary rights.

"Intended Tax Treatment" has the meaning set forth in Section 6.12(e).

"Inventory" shall mean all inventory (including inventory "on the water" orotherwise in transit), finished goods, raw materials, work in progress,packaging, supplies, customer service parts and other inventories of the GroupCompanies.

"IP Agreements" has the meaning set forth in Section 4.12(d).

"IT Systems" means all Software and all computer hardware, servers, networks,platforms, peripherals, data communication lines, and other informationtechnology equipment and related systems, including any outsourced systems andprocesses, that are owned, or used by, the Group Companies.

"Labor Agreement" has the meaning set forth in Section 4.13(a).

"Latest Balance Sheet" has the meaning set forth in Section 4.4(a)(ii).

"Leased Real Property" has the meaning set forth in Section 4.17(a).

"Letter of Transmittal" has the meaning set forth in Section 3.4(c).

"Lien" means any mortgage, deed of trust, pledge, security interest,encumbrance, hypothecation, lien (statutory or otherwise), right of firstrefusal, right of first offer, option, adverse claim or charge. For theavoidance of doubt, "Lien" shall not be deemed to include any license, option,or covenant of, or other contractual obligation with respect to, anyIntellectual Property Rights that does not secure indebtedness.

"LLC Agreement" means that certain Amended and Restated Limited LiabilityCompany Agreement of the Company, dated December 23, 2019.

"Management Services Agreement" means that certain Management Services Agreementdated as of December 23, 2019, by and between ECM Industries, LLC, a Delawarelimited liability company, and Sentinel Capital Partners, L.L.C., a Delawarelimited liability company, as amended from time to time.

"Material Contracts" has the meaning set forth in Section 4.6(a).

"Material Permits" has the meaning set forth in Section 4.9.

"Material Real Property Lease" has the meaning set forth in Section 4.17(a).

"Maquila Decree" has the meaning set forth in Section 4.9(e).

"Maquila Program" has the meaning set forth in Section 4.9(e).

"Measurement Time" means 12:01 a.m. EST on the Closing Date.

"Merger" has the meaning set forth in the recitals to this Agreement.

"Merger Sub" has the meaning set forth in the introductory paragraph to thisagreement.

"Mergers" has the meaning set forth in the recitals.

"Ministry of the Economy" has the meaning set forth in Section 4.9(e).

"MLTN Standard" means a position in law and fact that has a more-likely-than-notor higher level of support.

"Multiemployer Plan" has the meaning set forth in Section 3(37) of ERISA.

"Net Working Capital" means the aggregate amount of current assets of the GroupCompanies and Blocker Corp, on a consolidated basis, as of the Measurement Timethat are included in the line item categories of current assets specificallyidentified on the Example Statement of Net Working Capital, less the aggregateamount of current liabilities of the Group Companies and Blocker Corp, on aconsolidated basis, as of the Measurement Time that are included in the lineitem categories of current liabilities specifically identified on the ExampleStatement of Net Working Capital, in each case, determined on a consolidatedbasis without duplication, and determined in accordance with the AccountingPrinciples. Notwithstanding the foregoing, Net Working Capital shall exclude (i)all Income Tax assets and liabilities, (ii) deferred Tax assets and liabilities,(iii) the Canada fire insurance receivable, (iv) deferred lease incentives and(v) any item taken into account in the calculation of Cash and Cash Equivalents,Funded Indebtedness or Seller Expenses. No actions taken by Purchaser, BlockerPurchaser, Blocker Corp, the Surviving Company or any of their Subsidiaries ator following the Closing shall be given effect for purposes of determining theNet Working Capital.

"Net Working Capital Adjustment" means (i) the amount by which Net WorkingCapital exceeds the Target Working Capital or (ii) the amount by which NetWorking Capital is less than the Target Working Capital, in each case, ifapplicable; provided that any amount which is calculated pursuant to clause (ii)above shall be deemed to be a negative number.

"New Plans" has the meaning set forth in Section 6.8(a).

"Non-U.S. Employee Plan" has the meaning set forth in Section 4.10(i).

"Non-Party Affiliates" has the meaning set forth in Section 11.17.

"Order" means any writ, judgment, injunction, order, ruling, decree,stipulation, award or executive order of or by any Governmental Entity.

"Outside Date" has the meaning set forth in Section 8.1(d).

"Owned Real Property" means all land, together with all buildings, owned by aGroup Company.

"Parachute Payment Waivers" has the meaning set forth in Section 6.8(d)(ii).

"Pass-Through Tax Return" means a Tax Return filed by or with respect to a GroupCompany with respect to which the direct or indirect beneficial owner or ownersof such Group Company are required to pay the related Tax or reflect on its ortheir Tax Returns the results of operation reflected on such Group Company's TaxReturn.

"Paying Agent" means JPMorgan Chase Bank, N.A., or its successor, in itscapacity as payments administrator pursuant to the Paying Agent Agreement.

"Paying Agent Agreement" means that certain paying agent agreement by and amongPurchaser, Representative and the Paying Agent, substantially in the formattached hereto as Exhibit B, with such reasonable changes as requested by thePaying Agent.

"Permitted Liens" means (a) mechanic's, materialmen's, carriers', repairers' andother Liens arising or incurred in the ordinary course of business for amountsthat are not yet delinquent or are being contested in good faith and for whichadequate reserves have been established in accordance with GAAP, (b) Liens forTaxes, assessments or other governmental charges not yet due and payable as ofthe Closing Date or which are being contested in good faith by appropriateproceedings and for which reserves have been established in accordance withGAAP, (c) encumbrances and restrictions on real property (including easements,covenants, conditions, rights of way and similar restrictions) and other similarmatters that do not materially interfere with the Group Companies' present usesor occupancy of such real property or materially affect the title to any OwnedReal Property, (d) Liens securing the obligations of the Group Companies withrespect to Funded Indebtedness that will be released at or prior to the Closing,(e) Liens granted to any Financing Source at or prior to the Closing inconnection with any Financing, (f) zoning, building codes and other land useApplicable Laws regulating the use or occupancy of real property or theactivities conducted thereon that are presently not violated in any materialrespect, (g) matters that would be disclosed by an accurate survey or inspectionof the real property that do not materially interfere with the Group Companies'present uses or occupancy of such property or materially affect the title to anyOwned Real Property, (h) any right, interest, Lien or title of a licensor,sublicensor, licensee, sublicensee, lessor or sublessor under any license,sublicense, lease, sublease or other similar agreement or in the property beingleased or licensed (i) purchase money Liens and Liens securing rental paymentsunder capital or finance lease arrangements, (j) Liens arising under worker'scompensation, unemployment insurance, social security, retirement or similarApplicable Laws, (k) Liens described on Schedule P-1 and (l) other Liens whichdo not materially and adversely affect the use or value of the underlying asset.

"Person" means an individual, partnership, corporation, limited liabilitycompany, joint stock company, unincorporated organization or association, trust,joint venture, association or other similar entity, whether or not a legalentity.

"Pre-Closing Pass-Through Tax Return" has the meaning set forth in Section6.12(a).

"Pre-Closing Tax Period" means, with respect to any Group Company or BlockerCorp, any taxable period ending on or before the Closing Date and, with respectto any Straddle Period, the portion of such Straddle Period through the end ofthe Closing Date.

"Primary Recovery Sources" has the meaning set forth in Section 6.20(b).

"Privileged Communications" has the meaning set forth in Section 11.16(a).

"Product Liability Claim" shall mean any product liability or similar claim forinjury to a Person or property which arises out of or is based upon any allegedbreach of product warranty made by the seller of such product, or by reason ofthe alleged defect in the design or manufacture of a product, or packaging,labeling or warning of hazards of a product; provided, that, in each case, theproduct is a type of product that was manufactured, offered, sold, distributedby or on behalf of the Group Companies prior to the Effective Time.

"Proposed Allocation" has the meaning set forth in Section 3.7.

"Proposed Closing Date Calculations" has the meaning set forth in Section3.5(a).

"Public Official" shall mean (i) any Person acting in an official capacity foror on behalf of any Governmental Entity; (ii) any officer or employee of adomestic or foreign government or any department, agency, or instrumentalitythereof, other than members of the reserve components of the United States ArmedForces; (iii) any Person acting in an official capacity for or on behalf of anycorporation or other entity owned or controlled by any Governmental Entity; (iv)any officer or employee of any corporation or other entity owned or controlledby any Governmental Entity; or (v) any Person acting in an official capacity foror on behalf of any public international organization whose members arecountries, governments of countries, and/or other public internationalorganizations.

"Purchase Price" means (i) the Enterprise Value, plus (ii) the amount of the NetWorking Capital Adjustment (which may be a negative number), plus (iii) theamount of Cash and Cash Equivalents, minus (iv) the amount of Closing DateFunded Indebtedness, minus (v) the amount of Unpaid Seller Expenses.

"Purchase Price Dispute Notice" has the meaning set forth in Section 3.5(b).

"Purchaser" has the meaning set forth in the introductory paragraph to thisAgreement.

"Purchasers" has the meaning set forth in the introductory paragraph to thisAgreement.

"Purchaser Parties" has the meaning set forth in introductory paragraph to thisAgreement.

"Registration Rights Agreement" means that certain Registration Rights Agreementdated December 23, 2019, by and among ECM Investors, LLC, Sentinel ECMInvestments, LLC and such other equityholders party thereto.

"Release" means any migrating, depositing, spilling, leaking, pumping, pouring,emitting, emptying, discharging, injecting, escaping, leaching, dumping,discarding, or disposing of Hazardous Materials into the environment.

"Released Claims" has the meaning set forth in Section 9.2.

"Released Parties" has the meaning set forth in Section 9.2.

"Releasing Party" has the meaning set forth in Section 9.2.

"Remedial Actions" has the meaning set forth in Section 6.20(a).

"Reorganization" has the meaning set forth in the recitals to this Agreement.

"Representation and Warranty Policy" has the meaning set forth in Section 6.16.

"Representative" has the meaning set forth in Section 10.1(a).

"Representative Expense Amount" has the meaning set forth in Section3.2(a)(iii).

"Required Payoff Amounts" has the meaning set forth in Section 7.2(d)(vi).

"Retention Agreements" has the meaning set forth in the recitals to thisAgreement.

"SALT Election" means any election under applicable state or local Income Taxlaw made by or with respect to the Group Companies or the income of the GroupCompanies pursuant to which the Group Companies will incur or otherwise beliable for any state or local Income Tax liability under applicable state orlocal Law that would have been borne (in whole or in part) by the direct orindirect equity owners of the Group Companies had no such election been made(including any "Specified Income Tax Payment" as defined by IRS Notice 2020-75).

"Second Request" has the meaning set forth in Section 6.4(a).

"Section 280G" has the meaning set forth in Section 6.8(d)(i).

"Section 280G Payments" has the meaning set forth in Section 6.8(d)(i).

"Securityholders Agreement" means that certain Securityholders Agreement datedDecember 23, 2019, by and among ECM Investors, LLC, Sentinel ECM Investments,LLC, Sentinel Junior Capital I, L.P. and such other equityholders party thereto.

"Securities Act" means the Securities Act of 1933, as amended.

"Seller Expenses" means, without duplication, the collective amount payable bythe Group Companies, Blocker Corp or Representative for each of the following,to the extent incurred in connection with this Agreement, the AncillaryDocuments and/or the transactions contemplated herein or therein: (i) the feesand expenses of Kirkland & Ellis LLP or any other attorneys, accountants,experts, consultants or other professional service providers; (ii) the fees andexpenses of the Company Advisors or any other broker, finder or investmentbanker in connection with the transactions contemplated by this Agreement orotherwise relating to the sale or potential sale of the Company; (iii) any feesand expenses payable pursuant to the Management Services Agreement; (iv) any"single-trigger" sale, transaction, change of control or retention bonusespayable to current or former employees, directors or consultants of the GroupCompanies solely as a result of the consummation of the transactionscontemplated hereunder (and not as a result of any actions taken by anyPurchaser Party at any time or by the Group Companies after the Closing); (v)the employer portion of any associated payroll or similar Taxes related to anyof the foregoing (whether or not payable upon or after the Closing Date); and(vi) the Sellers' portion of Transfer Taxes contemplated by Section 6.2.Notwithstanding anything to the contrary contained herein, in no event shallSeller Expenses include any amounts (a) with respect to (w) fees and expensesassociated with the engagement and retention of the Paying Agent, (x) the "tail"policy pursuant to and in accordance with Section 6.5(b), (y) filing fees underthe HSR Act or any other any applicable foreign antitrust or competition laws or(z) Purchaser's portion of any Transfer Taxes contemplated by Section 6.2 or (b)to the extent such amounts are included in the calculation of Net WorkingCapital.

"Sellers" shall mean, collectively, the Company Equityholders (other thanBlocker Corp) and the Blocker Seller.

"Sentinel Investments" has the meaning set forth in the recitals to thisAgreement.

"Software" means any and all computer software and code, including all newversions, updates, revisions, improvements, and modifications thereof, whetherin source code, object code, or executable code format, and all relatedspecifications and documentation.

"Splitter" has the meaning set forth in the recitals to this Agreement.

"Straddle Pass-Through Tax Return" has the meaning set forth in Section 6.12(a).

"Straddle Period" means any taxable period that includes, but does not end on,the Closing Date.

"Stockholders" has the meaning set forth in Section 6.8(d)(i).

"Subsidiary" means, with respect to any Person, any corporation, limitedliability company, partnership, association, or other business entity of which(i) if a corporation, 50% or more of the total voting power of shares of stockentitled (without regard to the occurrence of any contingency) to vote in theelection of directors, managers, or trustees thereof is at the time owned,directly or indirectly, by such Person or one or more of the other Subsidiariesof such Person or a combination thereof or (ii) if a limited liability company,partnership, association, or other business entity (other than a corporation),50% or more of the partnership or other similar ownership interests thereof isat the time owned, directly or indirectly, by such Person or one or moreSubsidiaries of such Person or a combination thereof and for this purpose, aPerson or Persons own 50% or more of the ownership interest in such a businessentity (other than a corporation) if such Person or Persons shall be allocated50% or more of such business entity's gains or losses or shall be a, or controlany, managing director or general partner of such business entity (other than acorporation). The term "Subsidiary" shall include all Subsidiaries of suchSubsidiary.

"Support Agreement" has the meaning set forth in the recitals.

"Surviving Blocker Corp" has the meaning set forth in Section 2.2(b).

"Surviving Company" has the meaning set forth in Section 2.2(b).

"Target Working Capital" means $146,386,000.

"Tax" or "Taxes" means: (i) any federal, state, local, or foreign income, grossreceipts, franchise, estimated, alternative or add-on minimum, sales, use,transfer, value added, excise, stamp, customs, duties, real property, personalproperty, real property gains, capital stock, social security (or similar),production, ad valorem, registration, profits, license, lease, service, serviceuse, withholding, payroll, severance, environmental, occupation, premium,windfall profits, disability, employment, unemployment or other taxes, fees,assessments or charges of any kind whatsoever imposed by a Governmental Entityor with respect to the filing, obligation to file or failure to file any TaxReturn, including any interest, penalties or additions to tax in respect of theforegoing and any interest in respect of such penalties or additions whetherdisputed or not.

"Tax Closing Agreement" has the meaning set forth in Section 4.15(t).

"Tax Contest" has the meaning set forth in Section 6.14.

"Tax Return" means any return, declaration, report, statement, or form(including any schedule or attachment thereto or amendment thereof) filed orrequired to be filed with a Governmental Entity with respect to any Taxes.

"Tax Ruling" has the meaning set forth in Section 4.15(t).

"Top Customer" means a customer who, based on the aggregate revenue of the GroupCompanies for the twelve month period ending August 31, 2022, was one of the ten(10) largest sources of revenue for the Group Companies.

"Top Supplier" means a supplier or vendor who, based on aggregate expendituresby the Group Companies for the twelve month period ending August 31, 2022, wasone of the ten (10) largest recipients of expenditures by the Group Companies.

"Trade Secrets" has the meaning set forth in Section 1.1.

"Transaction Tax Deductions" means the all items of losses, deductions orcredits, to the extent deductible for Tax purposes and without duplication,resulting from, or attributable to any payment to be made by any Group Companyor the Blocker Corp in connection with the transactions contemplated by thisAgreement (to the extent included in Seller Expenses or otherwise economicallyborne by the Sellers), including: (a) the Seller Expenses (regardless of whethersuch items remain unpaid as of Closing); and (b) the repayment of FundedIndebtedness at Closing or as otherwise contemplated by this Agreement(including any amounts treated as interest for U.S. federal Income Tax purposesand including any capitalized financing fees, costs and expenses that becomecurrently deductible as a result thereof); providedthat the Parties shall applythe safe harbor election set forth in IRS Revenue Procedure 2011-29 to determinethe amount of any success-based fees (including, for the avoidance of doubt, theitems described in clauses (ii) and (iii) of Seller Expenses which the partiesagree are deductible in Pre-Closing Tax Periods at a MLTN level of support).

"Transfer Taxes" has the meaning set forth in Section 6.2.

"Treasury Regulations" means the regulations promulgated under the Code by theUnited States Department of the Treasury.

"Union" has the meaning set forth in Section 4.13(a).

"Unpaid Seller Expenses" means the amount of Seller Expenses incurred and unpaidas of immediately prior to the Closing.

"VAT Certification" means the certification granted by the Mexican TaxAdministration Service in accordance with chapter 7 of the Foreign Trade GeneralRules of Mexico.

"WARN Act" has the meaning set forth in Section 4.13(f).

"Written Consent" has the meaning set forth in the recitals.

 Article 2 CLOSING; MERGERS

Section 2.1 Closing of the Transaction. The consummation of thetransactions contemplated hereby (the "Closing") shall take place at 10:00 a.m.,New York time, on the third (3rd) Business Day after the satisfaction (orwaiver) of the conditions set forth in Article 7 (not including conditions whichare to be satisfied by actions taken at the Closing, but subject to thesatisfaction of such conditions on the Closing Date or waiver by the partyentitled to waive such conditions), remotely by electronic exchange ofapplicable documents and deliverables (including electronic or .pdf signaturepages), unless another time, date or place is agreed to in writing by theparties hereto. The "Closing Date" shall be the date on which the Closing isconsummated.

Section 2.2 The Reorganization and Mergers.

(a) Prior to the Closing, the Company and Blocker Corp, in each case onthe terms and subject to the conditions of this Agreement, shall cause theconsummation of the Reorganization, and the parties hereto acknowledge and agreethat the Company and Blocker Corp shall, and shall cause their applicableAffiliates to, engage in one or more transactions in order to give effectthereto.

(b) Upon the terms and subject to the conditions set forth in thisAgreement, and in accordance with the DLLCA and DGCL, as applicable, (i)immediately following the Reorganization, at the Blocker Effective Time, BlockerMerger Sub shall be merged with and into Blocker Corp and the separate existenceof Blocker Merger Sub shall cease, and Blocker Corp shall continue as thesurviving company of the Blocker Merger (the "Surviving Blocker Corp") and shallsucceed to and assume all the rights and obligations of Blocker Merger Sub inaccordance with the DGCL, and (ii) immediately following the Blocker Merger, atthe Effective Time, Merger Sub shall be merged with and into the Company and theseparate existence of Merger Sub shall cease, and the Company shall continue asthe surviving company of the Merger (the "Surviving Company") and shall succeedto and assume all the rights and obligations of Merger Sub in accordance withthe DLLCA.

Section 2.3 Effective Time; Effects of the Merger. At the Closing, (i)Blocker Corp and Blocker Merger Sub shall file a certificate of merger (the"Blocker Certificate of Merger") with the Delaware Secretary of State and makeall other filings or recordings required by the DGCL in connection with theBlocker Merger and (ii) the Company and Merger Sub shall file a certificate ofmerger (the "Certificate of Merger") with the Delaware Secretary of State andmake all other filings or recordings required by the DLLCA in connection withthe Merger. The Blocker Merger shall become effective at such time (the "BlockerEffective Time") as the Blocker Certificate of Merger is duly filed with, andaccepted by, the Delaware Secretary of State and the Merger shall becomeeffective at such time (the "Effective Time") as the Certificate of Merger isduly filed with, and accepted by, the Delaware Secretary of State. The Mergersshall have the effects set forth in the applicable provisions of the DLLCA orDGCL, as applicable. Without limiting the generality of the foregoing oranything else in this Article 2, and subject hereto, (A) at the BlockerEffective Time, all the property, rights, privileges, powers and franchises ofBlocker Corp and Blocker Merger Sub shall vest in the Surviving Blocker Corp,and all debts, liabilities, obligations, restrictions, disabilities and dutiesof each of Blocker Corp and Blocker Merger Sub shall become the debts,liabilities, obligations, restrictions, disabilities and duties of the SurvivingBlocker Corp and (B) at the Effective Time, all the property, rights,privileges, powers and franchises of the Company and Merger Sub shall vest inthe Surviving Company, and all debts, liabilities, obligations, restrictions,disabilities and duties of each of the Company and Merger Sub shall become thedebts, liabilities, obligations, restrictions, disabilities and duties of theSurviving Company.

Section 2.4 Organizational Documents.

(a) From and after the Blocker Effective Time, (i) the certificate ofincorporation of Blocker Merger Sub in effect immediately prior to the BlockerEffective Time shall be the certificate of incorporation of the SurvivingBlocker Corp and (ii) the bylaws of Blocker Merger Sub in effect immediatelyprior to the Blocker Effective Time shall be the bylaws of the Surviving BlockerCorp, in each case, until thereafter amended in accordance therewith and withApplicable Law (subject, in each case, to Section 6.5).

(b) From and after the Effective Time, (i) the certificate of formation ofthe Company in effect immediately prior to the Effective Time shall be thecertificate of formation of the Surviving Company and (ii) the amended andrestated limited liability company agreement of the Company entered into at theClosing by Purchaser and the Blocker Corp or otherwise as determined byPurchaser in its discretion shall be the limited liability company agreement ofthe Surviving Company, in each case, until thereafter amended in accordancetherewith and with Applicable Law (subject, in each case, to Section 6.5).

Section 2.5 Directors, Managers and Officers.

(a) From and after the Blocker Effective Time, (i) the directors ofBlocker Merger Sub immediately prior to the Blocker Effective Time shall be thedirectors of the Surviving Blocker Corp, and (ii) the officers of Blocker MergerSub immediately prior to the Blocker Effective Time shall be the officers of theSurviving Blocker Corp, in each case, until their respective successors are dulyelected or appointed and qualified in accordance with the Governing Documents ofBlocker Corp and Applicable Law.

(b) From and after the Effective Time, (i) the managers of Merger Subimmediately prior to the Effective Time shall be the managers of the SurvivingCompany, and (ii) the officers of the Merger Sub immediately prior to theEffective Time shall be the officers of the Surviving Company, in each case,until their respective successors are duly elected or appointed and qualified inaccordance with the limited liability company agreement of the Company andApplicable Law.

Section 2.6 Effect on Blocker Corp Stock.

(a) Conversion of Blocker Merger Sub Shares. At the Blocker EffectiveTime, by virtue of the Blocker Merger and without any action on the part of anyparty or any other Person, each share of common stock, par value $0.00001 pershare, of Blocker Merger Sub issued and outstanding immediately prior to theBlocker Effective Time shall be converted into and become one (1) fully paid andnon-assessable share of common stock, par value $0.01 per share, of theSurviving Blocker Corp and shall constitute the sole capital stock of theSurviving Blocker Corp as of immediately following the Blocker Effective Time.

(b) Conversion of Blocker Corp Shares. At the Blocker Effective Time, byvirtue of the Blocker Merger and without any action on the part of any party orany other Person, all shares of capital stock of Blocker Corp outstandingimmediately prior to the Blocker Effective Time shall be converted into theright of the Blocker Seller to receive its portion of the Purchase Price and anyDeferred Payments, in each case, determined as provided in Section 3.4.

(c) Cancellation of Converted Stock. As of the Blocker Effective Time,each share of capital stock of each of Blocker Corp or Blocker Merger Sub thatis converted pursuant to Section 2.6(a) or 2.6(b), as applicable, shall cease tobe outstanding and shall automatically be canceled and retired and shall ceaseto exist, and shall thereafter represent only the right of the holders thereofto receive the applicable portion of the Purchase Price, capital stock of theSurviving Blocker Corp or other consideration as expressly provided herein.

Section 2.7 Effect on Company Units.

(a) Conversion of Merger Sub Units. At the Effective Time, by virtue ofthe Merger and without any action on the part of any party or any other Person,the limited liability company interests of Merger Sub issued and outstandingimmediately prior to the Effective Time shall be converted into and become one(1) limited liability company interest in the Surviving Company and shallconstitute the sole limited liability company interest of the Surviving Companyas of immediately following the Effective Time (other than the Company Unitsowned by Blocker Corp as of immediately prior to the Effective Time).

(b) Conversion of Company Units. The Company Units outstandingimmediately prior to the Effective Time (other than the Company Units owned byBlocker Corp as of immediately prior to the Effective Time) shall be convertedinto the right of the Company Equityholder holding such Company Units at suchtime to receive such Company Equityholder's portion of the Purchase Price andany Deferred Payments, in each case, determined as provided in Section 3.4.

(c) Cancellation of Converted Units. As of the Effective Time, eachCompany Unit or limited liability company interest of Merger Sub that isconverted pursuant to Section 2.7(a) or 2.7(b), as applicable, shall cease to beoutstanding and shall automatically be canceled and retired and shall cease toexist, and shall thereafter represent only the right of the holders thereof toreceive the applicable portion of the Purchase Price, membership interests inthe Surviving Company or other consideration as expressly provided herein.

 Article 3 PURCHASE PRICE

Section 3.1 Estimated Purchase Price. No later than three (3) BusinessDays prior to the Closing Date, the Company shall deliver to Purchaser a writtenstatement (the "Estimated Closing Statement") setting forth (i) its good faithestimate of the Purchase Price (the "Estimated Purchase Price") in respect ofwhich the Company shall (A) use the Enterprise Value and (B) estimate (1) theamount of Closing Date Funded Indebtedness, (2) the amount of Unpaid SellerExpenses, (3) the amount of Cash and Cash Equivalents and (4) the Net WorkingCapital and the resulting calculation of the Net Working Capital Adjustment. Tothe extent reasonably requested by Purchaser, the Company will make available toPurchaser and its auditors and advisors all material records and work papersused in preparing the statement setting forth the Estimated Purchase Price;providedthat any information provided pursuant hereto shall be subject to theconfidentiality and non-use obligations of Section 6.3. The Company shall reviewany comments proposed by Purchaser with respect to the Estimated ClosingStatement, and will consider, in good faith, any appropriate changes, it beingunderstood that Purchaser shall have no approval rights with respect to theestimates or calculation therein; provided, that in case of any disagreementbetween the parties hereto, in no case shall such disagreement delay the Closingand the Company's estimates and calculations set forth in the Estimated ClosingStatement shall control. The Company's acceptance or rejection of any ofPurchaser's suggested changes, if any, shall be without prejudice to the rightof Purchaser to raise any disputed matter in respect of the calculation of thefinal Purchase Price pursuant to Section 3.5.

Section 3.2 Closing Payments.

(a) At the Closing, Purchaser shall pay, or shall cause to be paid, incash by wire transfer of immediately available funds, the following amounts asset forth below:

(i) $10,000,000 (such amount, the "Escrow Amount"), to be deposited intoan escrow account (the "Escrow Account"), which shall be established pursuant toan escrow agreement (the "Escrow Agreement"), which Escrow Agreement shall be(x) entered into on the Closing Date among Purchaser, Representative andJPMorgan Chase Bank, National Association (the "Escrow Agent"), and(y) substantially in the form of Exhibit C attached hereto with such reasonablechanges as requested by the Escrow Agent;

(ii) $4,000,000 (such amount, the "Environmental Escrow Amount"), to bedeposited into an escrow account (the "Environmental Escrow Account"), whichshall be established pursuant to the Escrow Agreement;

(iii) $1,000,000 (such amount, the "Representative Expense Amount"), to bedeposited into an account designated by the Representative, for purposes ofsatisfying costs, expenses and/or liabilities incurred in its capacity as theRepresentative and otherwise in accordance with this Agreement;

(iv) an amount equal to (A) the Estimated Purchase Price, minus (B) theEscrow Amount, minus (C) the Environmental Escrow Amount, minus (D) theRepresentative Expense Amount (the resulting amount, the "Closing DatePayment"), to be deposited into an account designated by the Paying Agent (onbehalf of and for further distribution to the Sellers in accordance with Section3.4);

(v) on behalf of the Group Companies, the entire amount of the ClosingDate Funded Indebtedness of the type referred to in clauses (i) and (ii) of thedefinition of Funded Indebtedness in the amounts and pursuant to wireinstructions set forth in the applicable payoff letters; and

(vi) on behalf of the Group Companies, the entire amount of the UnpaidSeller Expenses in the amounts set forth in the Estimated Closing Statementpursuant to wire instructions provided to Purchaser by Representative prior tothe Closing; provided, that to the extent any Unpaid Seller Expenses to be paidrepresent compensatory payments owed to any current or former employees of theGroup Companies, the amount of such compensatory payments shall be paid byPurchaser at the Closing to the Company for the Surviving Company to thereaftermake such payments to such employees through the applicable Group Company'spayroll so that such payments are made in compliance with all applicablewithholding requirements by no later than the earlier of (x) the then nextscheduled payment of wages through the applicable Group Company's payroll and(y) five (5) Business Days following the Closing.

Section 3.3 Deferred Payments. From time to time from and after theClosing Date, each Seller shall be entitled to receive its applicable portion(determined as provided in Section 3.4(a)), if any, of (a) the RepresentativeExpense Amount, (b) the Escrow Funds, (c) the Environmental Escrow Funds and (d)any positive amount of the Actual Adjustment (collectively, such amountsdescribed in clauses (a), (b), (c) and (d), the "Deferred Payments"), (i) in thecase of the Representative Expense Amount, to the extent such amounts aredistributed to the Sellers (or to the Paying Agent for further distribution tothe Sellers) in accordance with this Agreement, (ii) in the case of the EscrowFunds and Environmental Escrow Funds, to the extent such funds are released bythe Escrow Agent to the Sellers (or to the Paying Agent for further distributionto the Sellers) pursuant to and in accordance with the terms of the EscrowAgreement and (iii) in the case of any positive amount of the Actual Adjustment,to the extent such amount becomes due and payable by Purchaser in accordancewith Section 3.6(a).

Section 3.4 Payments to Sellers; Exchange Documents.

(a) Notwithstanding any amendment, restatement or other modificationthereof, payments to the Sellers pursuant to this Agreement (including theClosing Date Payment and any Deferred Payment, and including pursuant to theMerger and the Blocker Merger) shall be allocated among the Sellers inaccordance with the distribution provisions contained in Section 7.2 of the LLCAgreement, as in effect immediately prior to the Closing based on the Sellers'ownership of Company Units as of immediately prior to the Closing (provided that(1) payments made to the Blocker Seller shall, subject to the followingclause (2), be made to the Blocker Seller based on the Company Units held byBlocker Corp as of immediately prior to the Closing, and (2) the Representativeshall be entitled to allocate to Sentinel ECM Investments, LLC, a portion of theconsideration that would otherwise be paid to the Blocker Seller hereunder),which Purchaser agrees, and Representative agrees to cause Sentinel ECMInvestments, LLC and Blocker Seller, to treat for Tax purposes as an adjustmentto the allocation of the Purchase Price as between Blocker Seller and SentinelECM Investments, LLC.

(b) At least three (3) Business Days prior to the Closing, theRepresentative shall deliver to the Paying Agent and the Purchaser an allocationschedule (an "Allocation Schedule"), substantially in the form attached heretoas Exhibit G, which shall set forth the portion of the Closing Date Paymentpayable to each Seller, as determined by the Representative in accordance withSection 3.4(a), and such other information as is required by the Paying Agent.If at any time any Deferred Payments are payable to the Sellers, theRepresentative shall provide the Paying Agent with an additional allocationschedule (also an "Allocation Schedule") which shall set forth the portion ofthe applicable Deferred Payment payable to each Seller, as determined by theRepresentative in accordance with Section 3.4(a), and such other information asis required by the Paying Agent; providedthat with respect to any suchAllocation Schedule delivered following the Closing, Purchaser and the Companyshall cooperate in good faith with the Representative in respect of thepreparation thereof. With respect to Deferred Payments, the Representative shallhave the right to instruct the Paying Agent to hold any such amounts forpurposes of combining such amounts with expected future Deferred Payments andlimiting the number of distributions. Purchaser shall be entitled to rely on theAllocation Schedule, without any requirement to independently verify theaccuracy thereof, and none of Purchaser, Surviving Company or Surviving BlockerCorp shall have any liability to the Sellers with respect to the calculationsset forth in the Allocation Schedule or any payments made by Purchasers basedthereon that are made in accordance therewith.

(c) The Company shall (or the Company will direct the Representative tocause the Paying Agent to) use reasonable efforts to, no later than five (5)Business Days prior to the Closing, send to each Company Equityholder (otherthan Blocker Corp) (i) a letter of transmittal and instructions substantially inthe form of Exhibit D hereto (a "Letter of Transmittal") for use in connectionwith the payment of the applicable portion of the Closing Date Payment and anyDeferred Payments to such Company Equityholders hereunder and (ii) and any otherdocuments (including tax forms) that the Paying Agent may reasonably require inconnection therewith (collectively, the "Exchange Documents"). Upon receipt bythe Paying Agent of duly executed Exchange Documents from a Company Equityholder(other than Blocker Corp), such Company Equityholder shall be entitled toreceive such Company Equityholder's portion of the Closing Date Payment and allDeferred Payments pursuant to Section 2.7(b) and, with respect to the DeferredPayments, Section 3.3. If the Exchange Documents are received by the PayingAgent from a Company Equityholder (other than Blocker Corp) at least two (2)Business Days prior to the Closing Date, such Company Equityholder shall beentitled to receive his, her or its portion of (A) the Closing Date Payment onthe Closing Date and (B) all Deferred Payments that become payable when payablein accordance with this Agreement. If duly executed Exchange Documents arereceived by the Paying Agent from a Company Equityholder (other than BlockerCorp) on a date that is after two (2) Business Days prior to the Closing Date,such Company Equityholder shall be entitled to receive his, her or its portionof (x) the Closing Date Payment within three (3) Business Days after the datesuch Exchange Documents were received by the Paying Agent and (y) all DeferredPayments that become payable thereafter when payable in accordance with thisAgreement; provided, that, if any Deferred Payments became payable in accordancewith this Agreement on a date that is prior to the date that such ExchangeDocuments were received by the Paying Agent, then such Company Equityholdershall be entitled to receive his, her or its portion of all such DeferredPayments within three (3) Business Days after the date such Exchange Documentswere received by the Paying Agent. For the avoidance of doubt, the BlockerSeller shall not be required to submit a Letter of Transmittal, and the BlockerSeller shall be entitled to its portion of the Closing Date Payment on theClosing Date and of all Deferred Payments that become payable when payable inaccordance with this Agreement without any further action.

(d) If the Exchange Documents are not delivered prior to the date thatis one (1) year after the Closing Date, the related unclaimed portion of theClosing Date Payment shall, to the extent permitted by Applicable Law, be paidby the Paying Agent to the Surviving Company and may be comingled with thegeneral funds of the Surviving Company, and the applicable Company Equityholderswho have not theretofore delivered the Exchange Documents shall thereafter lookonly to the Surviving Company (subject to abandoned property, escheat or othersimilar Applicable Laws) for payment of their claims in the form and amounts towhich such Company Equityholders are entitled.

(e) Notwithstanding anything to the contrary contained herein, withrespect to any portion of the Closing Date Payment or Deferred Payments thatwould be payable to a Seller to the extent that it is compensatory in nature,such amount will be paid to the Company or the Surviving Company, and theSurviving Company (or other applicable Group Company) shall make such payment tosuch Seller through the Group Company's payroll so that such payment is made incompliance with all applicable withholding requirements by no later than thethen next scheduled payment of wages after the Company's receipt of such funds.

Section 3.5 Determination of Final Purchase Price.

(a) As soon as practicable, but no later than ninety (90) days after theClosing Date, Purchaser shall prepare and deliver to the Representative proposedcalculations of (A) the Net Working Capital, (B) the amount of Cash and CashEquivalents, (C) the amount of Closing Date Funded Indebtedness, (D) the amountof Unpaid Seller Expenses and (E) based on the foregoing items, the PurchasePrice (which calculations shall collectively be referred to herein as the"Proposed Closing Date Calculations"). If Purchaser fails to timely deliver anyof the Proposed Closing Date Calculations in accordance with the foregoing,then, at the election of the Representative in its sole discretion, either (i)the Actual Adjustment shall be deemed to equal zero or (ii) the Representativemay retain (at the expense of Purchaser) a nationally recognized independentaccounting firm to review the Group Companies' books, review the calculation ofthe Estimated Purchase Price and make any adjustments necessary theretoconsistent with the provisions of this Section 3.5, and the determination ofsuch accounting firm shall be conclusive and binding on the parties hereto;provided, however, that the Representative reserves any and all other rightsgranted to it in this Agreement.

(b) If the Representative does not give written notice of any dispute (a"Purchase Price Dispute Notice") to Purchaser within forty-five (45) days ofreceiving the Proposed Closing Date Calculations, the Proposed Closing DateCalculations shall be deemed to set forth the final Net Working Capital, Cashand Cash Equivalents, Closing Date Funded Indebtedness, Unpaid Seller Expenses,and the Purchase Price, in each case, for purposes of determining the ActualAdjustment; provided, however, that in the event that Purchaser does not provideany materials reasonably requested by the Representative within five (5) days ofrequest therefor (or such shorter period as may remain in such forty-five (45)day period), such forty-five (45) day period shall be extended by one (1) dayfor each additional day required for Purchaser to fully respond to such request.Prior to the end of such forty-five (45) day period (or such longer period asmay be extended in accordance with this paragraph), the Representative mayaccept the Proposed Closing Date Calculations by delivering written notice tothat effect to Purchaser, in which case the Purchase Price will be finallydetermined when such notice is given. If the Representative delivers a PurchasePrice Dispute Notice to Purchaser within such forty-five (45) day period (orsuch longer period as may be extended in accordance with this paragraph),Purchaser and the Representative shall use commercially reasonable efforts toresolve the dispute during the thirty (30) day period commencing on the datePurchaser receives the Purchase Price Dispute Notice from the Representative.Any item set forth in the Proposed Closing Date Calculations and not objected toin the Purchase Price Dispute Notice shall be final and binding on the partieshereto. If the Representative and Purchaser do not agree upon a final resolutionwith respect to any disputed items within such thirty (30) day period, then, atany time after such period ends, at the election of either the Representative orPurchaser, the remaining items in dispute (the "Dispute Items") shall besubmitted immediately to the dispute resolution group of anationally-recognized, independent accounting firm reasonably acceptable toPurchaser and the Representative (such accounting firm, the "Accounting Firm").The Accounting Firm shall be instructed, and Purchaser and the Representativeshall use commercially reasonable efforts to cause the Accounting Firm, torender a determination of the Dispute Items within forty-five (45) days afterreferral of the matter to such Accounting Firm, which determination must be inwriting and must set forth, in reasonable detail, the basis therefor.

(c) Within fifteen (15) days after the engagement of the AccountingFirm, the Representative and Purchaser shall each present their respectivepositions with respect to the Dispute Items in the form of a written reportsubmitted to the Accounting Firm, a copy of which shall be delivered to theother party hereto, and within five (5) Business Days after receipt of suchreports, the Representative and Purchaser shall each be permitted to submit awritten response to the other party's report to the Accounting Firm, a copy ofwhich shall be delivered to the other party hereto. No ex parte conferences,oral examinations, testimony, depositions, discovery or other form of evidencegathering or hearings shall be conducted or allowed with the Accounting Firm inconnection with the resolution of the Dispute Items; provided that, at theAccounting Firm's request, or as mutually agreed by the Representative andPurchaser, the Representative and Purchaser may meet with the Accounting Firm solong as representatives of both the Representative and Purchaser are present.The Accounting Firm shall be instructed to not make determinations on any itemsother than Dispute Items (provided, that if the resolution of a Dispute Itemrequires a change to a previously resolved item in accordance with thisAgreement and the definitions herein, then such resolved item shall be updatedaccordingly) and the Accounting Firm's determination shall be instructed to bebased solely on the written reports and the written responses submitted to theAccounting Firm by the Representative and Purchaser as provided herein, oralsubmissions by the Representative and Purchaser at meetings held in compliancewith the prior sentence, and on the definitions and other applicable terms ofthis Agreement (i.e., not on independent review); provided that, in resolving aDispute Item, the Accounting Firm may not assign a value to any particular itemgreater than the greatest value for such item or less than the smallest valuefor such item, in each case claimed by Purchaser or the Representative in thewritten reports presented to the Accounting Firm (which such values submitted bya party shall not be more favorable to such party than the values set forth inthe Proposed Closing Date Calculations or the Purchase Price Dispute Notice, asapplicable). The Accounting Firm's decision with respect to the matters indispute shall be final and binding on the parties hereto, absent fraud ormanifest error, and any party may seek to enforce such decision in a court ofcompetent jurisdiction.

(d) The terms of appointment and engagement of the Accounting Firm shallbe as agreed upon between the Representative and Purchaser, and any associatedengagement fees shall be initially borne 50% by the Representative (on behalf ofthe Sellers) and 50% by Purchaser; provided that such fees shall ultimately beborne as set forth below. All other costs and expenses incurred by the partieshereto in connection with resolving any dispute hereunder before the AccountingFirm shall be borne by the party incurring such cost and expense. The fees anddisbursements of the Accounting Firm shall ultimately be allocated between theRepresentative (on behalf of the Sellers) and Purchaser in the same proportionthat the aggregate amount of the disputed items submitted to the Accounting Firmthat are unsuccessfully disputed by each such party (as finally determined bythe Accounting Firm) bears to the total amount of such disputed items sosubmitted. Such determination of the Accounting Firm shall be conclusive andbinding upon the parties hereto. The Proposed Closing Date Calculations shall berevised as appropriate to reflect the resolution of any objections theretopursuant to this Section 3.5 and, as so revised, such Proposed Closing DateCalculations shall be deemed to set forth the final Net Working Capital, Cashand Cash Equivalents, Closing Date Funded Indebtedness, Unpaid Seller Expensesand Purchase Price, in each case, for all purposes hereunder (including thedetermination of the Actual Adjustment).

(e) Purchaser shall, and shall cause each Group Company to, make itsfinancial records, personnel and accountants, and the working papers ofPurchaser's accountants, available to the Representative and its accountants andother representatives at reasonable times at any time during the periodbeginning upon the delivery of the Proposed Closing Date Calculations and endingupon the Determination Date.

Section 3.6 Payment of Actual Adjustment.

(a) If the Actual Adjustment is a positive amount or zero, then withinthree (3) Business Days after the date on which the Purchase Price is finallydetermined pursuant to Section 3.5 (the "Determination Date"), (i) Purchasershall pay, or cause to be paid, in cash by wire transfer or delivery ofimmediately available funds, to the Paying Agent an amount equal to the ActualAdjustment and (ii) Purchaser and the Representative shall deliver joint writteninstructions to the Escrow Agent instructing the Escrow Agent to deliver all ofthe Escrow Funds to the Paying Agent, in each case, for further distribution bythe Paying Agent to each Seller of his, her or its portion of such amounts (asdetermined pursuant to Section 3.4 and as set forth on the applicable AllocationSchedule).

(b) If the Actual Adjustment is a negative amount, then within three (3)Business Days after the Determination Date, Purchaser and the Representativeshall deliver joint written instructions to the Escrow Agent instructing theEscrow Agent to (i) deliver to Purchaser from the Escrow Funds an amount equalto the absolute value of the Actual Adjustment (to the extent the Escrow Fundsare sufficient) and (ii) deliver all of the Escrow Funds remaining after thedelivery contemplated by clause (i) (if any) to the Paying Agent for furtherdistribution to each Seller of his, her or its portion of such amount (asdetermined pursuant to Section 3.4 and as set forth on the applicable AllocationSchedule).

(c) If the Paying Agent has not received a Company Equityholder'sExchange Documents prior to the Determination Date, then any amount payable tosuch Company Equityholder pursuant to Section 3.6(a) or Section 3.6(b) shall bepaid within three (3) Business Days after the Paying Agent's receipt of suchExchange Documents.

(d) For the avoidance of doubt, recovery from the Escrow Account shallbe the sole and exclusive remedy available to the Purchasers, the SurvivingCompany, the Surviving Blocker Corp and their Affiliates with respect to anynegative Actual Adjustment and no Seller or any of such Seller's Affiliatesshall have any liability or obligation under this Article 3 or otherwise for anyportion of the Actual Adjustment in excess of the amount of the then-remainingEscrow Funds.

(e) Any amounts which become payable pursuant to this Section 3.6 willconstitute an adjustment to the Purchase Price for all purposes.

Section 3.7 Purchase Price Allocation. The portion of the Purchase Priceattributable to the Purchaser's acquisition of Company Units (and other relevantitems that are treated for Tax purposes as part of the consideration paid forsuch units, including any liabilities) shall be allocated among the assets ofthe Group Companies in accordance with Sections 734, 743, 751, 755 and 1060 ofthe Code and the Treasury Regulations thereunder and in a manner consistent withthe methodology set forth on Exhibit E (such allocation, the "AssetAllocation"). No later than ninety (90) calendar days after the DeterminationDate, the Purchaser shall prepare and deliver to the Representative a proposedallocation of the Purchase Price (i) between the shares of Blocker Corp and theCompany Units and (ii) the Asset Allocation (the "Proposed Allocation"). TheRepresentative shall, within thirty (30) calendar days following receipt of theProposed Allocation, provide Purchaser with written notice stating in reasonabledetail any objection to the Proposed Allocation and proposing an alternativeallocation for Tax purposes. Purchaser and the Representative shall cooperate ingood faith to resolve any disputed items relating to the Proposed Allocation. IfPurchaser and the Representative are unable to resolve any such disputes on orprior to the fifteenth (15th) calendar day after the Representative timelydelivers written notice of an objection to the Proposed Allocation to Purchaser(together with a proposed alternative allocation), then Purchaser and theRepresentative shall retain the Accounting Firm to, acting as an expert and notas an arbitrator, resolve the remaining disputed items as soon as practicableand in any event within thirty (30) calendar days of such retention. TheAccounting Firm shall deliver to Purchaser and the Representative a writtendetermination (such determination to include a worksheet setting forth allmaterial calculations used in arriving at such determination and to be basedsolely on the information provided to the Accounting Firm by Purchaser and theRepresentative) of the disputed items in the Proposed Allocation. All decisionsof the Accounting Firm shall be final and nonappealable absent fraud or manifesterror, and the Proposed Allocation shall be revised if and to the extentnecessary to reflect the determination of the Accounting Firm (such allocation,as finally determined, the "Final Allocation"). The fees and expenses of theAccounting Firm shall be borne 50% by the Representative (on behalf of theSellers), on the one hand, and 50% by Purchaser, on the other hand. Anyadjustments to the Purchase Price (or other relevant items) attributable to thePurchaser's acquisition of Company Units occurring thereafter shall be allocatedin a manner consistent with the Final Allocation. Each of the Sellers,Purchasers, Blocker Corp and the Group Companies agree to file (and cause theirAffiliates to file) their respective Tax Returns in a manner consistent with theFinal Allocation; provided that nothing in this Section 3.7 shall be construedso as to prevent any such party from settling, or require any such party tocommence or participate in any litigation or administrative process challenging,any determination by a Governmental Entity that is based upon or arising out ofthe Final Allocation.

Section 3.8 Withholding Taxes. The Purchaser, Surviving Company andPaying Agent shall be entitled to deduct and withhold (or cause to be deductedor withheld) from any consideration that is payable or otherwise deliverable toany Seller pursuant to this Agreement such amounts as may be required to bededucted or withheld therefrom under any provision of federal, local or foreignApplicable Law. To the extent such amounts are properly deducted and withheldand duly paid to the applicable Governmental Entity, such withheld amounts shallbe treated for all purposes under this Agreement as having been paid to thePerson in respect of which such deduction and withholding was made. If theSurviving Company determines that it is required to deduct or withhold (otherthan (i) as a result of a Seller's failure to deliver a Form W-9 described inSection 7.2(d)(v) or as a result of the Blocker Corp's failure to deliver thecertificate described in Section 7.2(d)(v), or (ii) any deduction or withholdingrelated to payroll Taxes (other than any such deduction or withholding relatedto payroll Taxes that are attributable to Purchase Price payments made to aSeller in respect of such Seller's Company Units)), the Surviving Company shalluse its commercially reasonable efforts to provide Sellers with written noticeof its intention to deduct or withhold at least five (5) Business Days prior tothe withholding date and shall cooperate in good faith with any reasonablerequest by Sellers to mitigate or eliminate any such requirement, to the extentpermitted by Applicable Law. The Purchaser shall cooperate in good faith withany applicable Seller to mitigate withholding required by Section 1446(f), tothe extent permitted by Applicable Law.

Section 3.9 Paying Agent. Within a reasonable period after the date ofthis Agreement (but in any case, prior to the Effective Time), Purchaser and theRepresentative shall jointly engage the Paying Agent pursuant to the PayingAgent Agreement as a paying agent hereunder. Purchaser shall pay all of the feesand expenses associated with the engagement and retention of the Paying Agent.No interest will be paid or accrued on the applicable portion of theconsideration or any other amount payable hereunder.

 Article 4 REPRESENTATIONS AND WARRANTIES REGARDING THE GROUP COMPANIES AND BLOCKER CORP

Each of the Company and Blocker Corp hereby severally, and not jointly,represents and warrants to the Purchaser Parties (as applicable) as follows(provided that all representations and warranties made with respect to one ormore of the Group Companies are made solely by the Company and allrepresentations and warranties made with respect to Blocker Corp are made solelyby Blocker Corp):

Section 4.1 Organization and Qualification.

(a) Each Group Company is a corporation, limited partnership, limitedliability company or other business entity, as the case may be, duly organized,validly existing and in good standing (or the equivalent thereof, if applicable)under the laws of its respective jurisdiction of formation or organization (asapplicable). Each Group Company has the requisite power and authority to carryon its business as presently being conducted and to own, lease and operate itsproperties and assets, except where the failure to have such power or authoritywould not have a material adverse effect on the Group Companies taken as awhole. Each Group Company is duly qualified or licensed to transact business andis in good standing (if applicable) in each jurisdiction in which the propertyand assets owned, leased or operated by it, or the nature of the businessconducted by it, makes such qualification or licensing necessary, except in suchjurisdictions where the failure to be so duly qualified or licensed and in goodstanding would not reasonably be expected to have a Company Material AdverseEffect.

(b) Blocker Corp is a corporation, duly organized, validly existing andin good standing (or the equivalent thereof, if applicable) under the laws ofits jurisdiction of incorporation. Blocker Corp has the requisite power andauthority to carry on its business as presently being conducted and to own,lease and operate its properties and assets, except where the failure to havesuch power or authority would not have a material adverse effect on the GroupCompanies taken as a whole. Blocker Corp is duly qualified or licensed totransact business and is in good standing (if applicable) in each jurisdictionin which the property and assets owned, leased or operated by it, or the natureof the business conducted by it, makes such qualification or licensingnecessary, except in such jurisdictions where the failure to be so dulyqualified or licensed and in good standing would not reasonably be expected tohave a Company Material Adverse Effect.

(c) The Company has made available to the Purchaser an accurate andcomplete copy of each of its Governing Documents, in each case, as in effect asof the date of this Agreement. The Company is not in violation of any of theprovisions of their respective Governing Documents in any material respect.

(d) Blocker Corp has made available to the Purchaser an accurate andcomplete copy of each Governing Document of Blocker Corp, in each case, as ineffect as of the date of this Agreement. Blocker Corp is not in violation of anyprovisions of any of its Governing Documents in any material respect.

(e) The Company has made available to the Purchaser an accurate andcomplete copy of each Governing Document of each of its direct and indirectSubsidiaries, in each case, as in effect as of the date of this Agreement. Nosuch Subsidiary is in violation of any of the provisions of their respectiveGoverning Documents in any material respect.

Section 4.2 Capitalization.

(a) Schedule 4.2(a) sets forth the aggregate outstanding equityinterests of the Company, including the name of each owner and the number andtype of Company Units owned. All of the issued and outstanding Company Units areduly authorized, validly issued, fully paid and non-assessable. Except as setforth on Schedule 4.2(a), there are no outstanding (i) equity securities of theCompany, (ii) securities of the Company convertible into or exchangeable forequity securities of the Company or phantom equity securities of the Company,(iii) options, warrants or other rights to acquire from the Company any equitysecurities or securities convertible into or exchangeable for equity securitiesof the Company or phantom equity securities of the Company or (iv) phantomequity securities of the Company.

(b) The outstanding equity interests of Blocker Corp consists of 100issued and outstanding shares of Blocker Stock all of which are owned by theBlocker Seller free and clear of any Liens other than those arising underapplicable securities laws. All of the issued and outstanding shares of BlockerStock are duly authorized, validly issued, fully paid and non-assessable. Exceptfor the shares of Blocker Stock owned by the Blocker Seller, there are nooutstanding (i) equity securities of Blocker Corp, (ii) securities of BlockerCorp convertible into or exchangeable for equity securities of Blocker Corp orphantom equity securities of Blocker Corp, (iii) options, warrants or otherrights to acquire from Blocker Corp any equity securities or securitiesconvertible into or exchangeable for equity securities of Blocker Corp or (iv)phantom equity securities of Blocker Corp.

(c) Except as set forth on Schedule 4.2(c), no Group Company directly orindirectly owns any equity or similar interest in, or any interest convertibleinto or exchangeable or exercisable for, or any option, warrant or other rightto acquire, at any time, any equity or similar interest in, any Person.Schedule 4.2(c) sets forth the name, owner, jurisdiction of formation ororganization (as applicable) and number and type of outstanding equitysecurities owned by each Group Company, with respect to each Person of whichsuch Group Company owns any equity or equity related securities. Except as setforth on Schedule 4.2(c), there are no outstanding (i) equity securities of anySubsidiary of the Company, (ii) equity securities of any Subsidiary of theCompany convertible into or exchangeable for equity securities of any Subsidiaryof the Company or phantom equity securities of any Subsidiary of the Company,(iii) options, warrants or other rights to acquire from any Subsidiary of theCompany, any equity securities or securities convertible into or exchangeablefor equity securities of any Subsidiary of the Company or phantom equitysecurities of any Subsidiary of the Company or (iv) phantom equity securities ofany Subsidiary of the Company.

(d) All outstanding equity securities of each Subsidiary of the Companyare duly authorized, validly issued, and fully paid and non-assessable, and areowned, beneficially and of record, by another Group Company and are not subjectto any Liens, other than those existing in favor of the Group Companies'lenders, which will be released at Closing, and those arising under applicablesecurities laws.

(e) As of immediately prior to the Closing, following theReorganization, Blocker Corp will have good and marketable title to the CompanyUnits held by Blocker Corp as of such time free and clear of all Liens, otherthan those arising under securities laws and Governing Documents. Except for theCompany Units which will be owned by Blocker Corp following the Reorganization,as of immediately prior to the Closing, Blocker Corp will not own any equity orsimilar interest in, or any interest convertible into or exchangeable orexercisable for, at any time, any equity or similar interest in, any Person.

(f) All of the issued and outstanding shares of Blocker Stock andCompany Units have not been issued in violation of any Contract, and are notsubject to, or in violation of, any preemptive or similar rights of any Person.

Section 4.3 Authority; Execution; Enforceability.

(a) The Company has the requisite limited liability company power andauthority to execute and deliver this Agreement and each Ancillary Document towhich the Company is a party and, subject to receiving the Written Consent, toconsummate the transactions contemplated hereby and thereby. Subject toreceiving the Written Consent, the execution and delivery of this Agreement andeach of the Ancillary Documents to which the Company is a party and theperformance by the Company of its obligations hereunder and thereunder have beenduly authorized by all necessary limited liability company action on the part ofthe Company.

(b) The Blocker Corp has the requisite corporate power and authority toexecute and deliver this Agreement and each Ancillary Document to which BlockerCorp is a party and, subject to receiving the Blocker Written Consent, toconsummate the transactions contemplated hereby and thereby. Subject toreceiving the Blocker Written Consent, the execution and delivery of thisAgreement and each of the Ancillary Documents to which Blocker Corp is a partyand the performance by Blocker Corp of its obligations hereunder and thereunderhave been duly authorized by all necessary corporate action on the part ofBlocker Corp.

(c) This Agreement has been (and each of the Ancillary Documents towhich the Company will be a party will be at or prior to the Closing) dulyexecuted and delivered by the Company constitutes (or, in the case of theAncillary Documents, will constitute when executed) a valid, legal and bindingagreement of the Company (assuming that this Agreement has been and theAncillary Documents to which the Company is a party will be duly and validlyauthorized, executed and delivered by the other Persons party thereto at orprior to the Closing), enforceable against the Company in accordance with theirrespective terms, except (i) to the extent that enforceability may be limited byapplicable bankruptcy, insolvency, reorganization, moratorium or other lawsaffecting the enforcement of creditors' rights generally and (ii) that theavailability of equitable remedies, including specific performance, is subjectto the discretion of the court before which any proceeding thereof may bebrought (the "Enforceability Exceptions").

(d) This Agreement has been (and each of the Ancillary Documents towhich Blocker Corp will be a party will be at or prior to the Closing) dulyexecuted and delivered by Blocker Corp constitutes (or, in the case of theAncillary Documents, will constitute when executed) a valid, legal and bindingagreement of Blocker Corp (assuming that this Agreement has been and theAncillary Documents to which Blocker Corp is a party will be duly and validlyauthorized, executed and delivered by the other Persons party thereto at orprior to the Closing), enforceable against Blocker Corp in accordance with theirrespective terms, subject to the Enforceability Exceptions.

Section 4.4 Financial Statements; Undisclosed Liabilities.

(a) Attached hereto as Schedule 4.4 are the following financialstatements (such financial statements, the "Financial Statements"):

(i) the audited consolidated balance sheet of ECMI Holdings, LLC and itsSubsidiaries as of August 31, 2022 and as of August 31, 2021, and the relatedaudited statements of operations, comprehensive income, changes in members'capital and cash flows for the fiscal years of the Company then ended; and

(ii) the unaudited consolidated balance sheet of ECMI Holdings, LLC andits Subsidiaries as of January 31, 2023 (the "Latest Balance Sheet") and therelated unaudited consolidated statements of operations for the five-monthperiod then ended.

(b) Except as set forth on Schedule 4.4, (i) the Financial Statementshave been prepared in accordance with GAAP, applied on a consistent basisthroughout the periods covered thereby, except as may be indicated in the notesthereto and subject, in the case of unaudited Financial Statements, to theabsence of notes and normal year-end adjustments and (ii) the FinancialStatements fairly present, in all material respects, the consolidated financialcondition and results of operations of the Group Companies as of the datesthereof and for the periods therein referred to (subject, in the case ofunaudited Financial Statements, to the absence of notes and normal year-endadjustments). Except as would not reasonably be expected to be material to theGroup Companies, taken as a whole, the Group Companies maintain systems ofinternal accounting controls sufficient to provide reasonable assurancesregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with GAAP. There hasbeen no material complaint, allegation, assertion or claim that the GroupCompanies have engaged in improper or illegal accounting or auditing practicesor maintains improper or inadequate internal accounting controls.

(c) As of the date of this Agreement, the Group Companies do not haveany material liability, indebtedness or obligation of or claim against any GroupCompany, whether or not required to be reflected or adequately reserved for on abalance sheet prepared in accordance with GAAP, except for liabilities,indebtedness and obligations (i) reflected or reserved for on the FinancialStatements or disclosed in the notes thereto, (ii) that have arisen since thedate of the Latest Balance Sheet in the ordinary course of the operation ofbusiness of the Group Companies (none of which include liabilities arising frombreach of contract, tort, infringement or violation of law and none of whichwould reasonably be expected to be material to the Group Companies as a whole),(iii) incurred in connection with the transactions contemplated by thisAgreement, (iv) disclosed in the schedules hereto, or (v) pursuant to anyContract to which any Group Company is a party in the ordinary course ofbusiness (not including liabilities arising from breach of contract, tort,infringement or violation of law).

(d) All Inventory, whether or not reflected in the Latest Balance Sheet,was acquired and has been maintained by the Group Companies in the ordinarycourse of business, consistent with past practice. All Inventory consists of aquality and quantity usable and salable in the ordinary course of businessconsistent with past practice, except for obsolete, damaged, defective orslow-moving items that have been written off or written down to fair marketvalue or for which adequate reserves have been established. All Inventory isowned by the Group Companies free and clear of all Liens (other than PermittedLiens), and, except as set forth on Section 4.4(d), no Inventory is held on aconsignment basis.

(e) The accounts receivable reflected on the Financial Statements andthe accounts receivable arising after the date thereof (i) have arisen from bonafide transactions for the sale of goods or performance of services by the GroupCompanies in the ordinary course of business consistent with past practice; and(ii) constitute only valid, undisputed claims of the Group Companies not subjectto claims of set-off or other defenses or counterclaims other than normal cashdiscounts accrued in the ordinary course of business consistent with pastpractice.

Section 4.5 Consents and Approvals; No Violations. Except as set forth onSchedule 4.5, assuming the truth and accuracy of the representations andwarranties of Purchaser set forth in Section 5.3, no notices to, filings with,or authorizations, consents or approvals of any Governmental Entity arenecessary for the execution, delivery or performance by Blocker Corp or anyGroup Company of this Agreement or the Ancillary Documents to which the Companyor any Group Company is a party or the consummation by Blocker Corp or theCompany of the transactions contemplated hereby or thereby, except for (i)compliance with and filings under the HSR Act, (ii) the filing of theCertificate of Merger and the Blocker Certificate of Merger with the Secretaryof State of Delaware, (iii) those that may be specific to any Purchaser Party(as opposed to another third party's) participation in the transactionscontemplated hereby and (iv) applicable requirements, if any, of federalsecurities laws or state "blue sky" laws. Neither the execution, delivery orperformance by Blocker Corp or the Company of this Agreement or the AncillaryDocuments to which Blocker Corp or the Company, as applicable, is a party northe consummation by Blocker Corp or the Company, as applicable, of thetransactions contemplated hereby or thereby will (a) conflict with or result inany breach of any provision of Blocker Corp's or any Group Company's GoverningDocuments, (b) except as set forth on Schedule 4.5, result in a violation orbreach of, or constitute (with or without due notice or lapse of time or both) adefault under or give rise to any right of termination, modification,cancellation or acceleration under, the loss of any benefit under or anypayments under, any of the terms, conditions or provisions of any MaterialContract, Material Real Property Lease or Material Permit, (c) violate anyOrder of any Governmental Entity having jurisdiction over Blocker Corp or anyGroup Company, as applicable, or any of their respective properties or assets or(d) except as contemplated by this Agreement or with respect to Permitted Liens,result in the creation of any Lien upon any of the assets or equity interestsof, Blocker Corp or of any Group Company or materially delay, impair or preventBlocker Corp's or the Company's respective abilities to consummate thetransactions contemplated by this Agreement or any Ancillary Document, which, inthe cases of clauses (b) through (d) above, would reasonably be expected to havea material adverse effect on the Group Companies taken as a whole.

Section 4.6 Material Contracts.

(a) Schedule 4.6(a) sets forth a true, correct and complete list of eachof the following Contracts of each Group Company as of the date hereof, to theextent any such Contract remains in effect as of the date hereof (other thanEmployee Benefit Plans or any purchase orders, sales orders, invoices or similardocuments entered into in the ordinary course of business) (such Contractslisted or described on Schedule 4.6(a), collectively, the "Material Contracts"):

(i) agreement, note, bond, mortgage, indenture or other instrumentevidencing or relating to Funded Indebtedness of the type described in clauses(i), (ii), (iii), (v) or (vii) of the definition of "Funded Indebtedness";

(ii) lease or agreement under which any Group Company is lessee of orholds or operates any tangible property (other than real property), owned by anyother Person, except for any lease or agreement under which the aggregate annualrental payments do not exceed $250,000;

(iii) lease or agreement under which any Group Company is lessor of orpermits any third party to hold or operate any tangible property (other thanreal property), owned or controlled by the Company, except for any lease oragreement under which the aggregate annual rental payments do not exceed$250,000;

(iv) operating agreements, partnership agreements, joint ventureagreements or similar arrangements involving the sharing of revenue, profits,losses, costs or liabilities;

(v) Contract that restricts the freedom of any Group Company to engagein business with, or with respect to, any geographic market, customer orindustry, excluding customary non-disclosure or confidentiality agreements inany material respect;

(vi) Labor Agreement;

(vii) Contract with any employee, officer, director, independentcontractor or consultant of any Group Company providing for employment orengagement with a Group Company with base compensation in excess of $150,000 andthat is not cancelable at will without penalty to a Group Company;

(viii) Contract that relates to the acquisition or disposition of, orinvestment in, any business, division, Person or Owned Real Property (whether bymerger, sale of capital stock, sale of assets or otherwise), includinginvestments in joint ventures and minority equity investments, in each casesince January 1, 2020, or pursuant to which any Group Company has any materialoutstanding rights or obligations;

(ix) Contract that is a securityholder agreement, shareholder agreement,registration rights agreement or any arrangement relating to or affecting theownership of the equity interests of a Group Company;

(x) Contract that requires the payment by, or to, the Group Companiesafter the date hereof of an amount in excess of $1,500,000 per annum or$3,000,000 in the aggregate in each case, excluding Material Real PropertyLeases and excluding agreements set forth on Schedule 4.10(a);

(xi) Contract that grants to a third party (A) any material exclusivelicense or supply or distribution agreement or other exclusive rights under anyIntellectual Property Rights or (B) any material "most favored nation" status,rights of first refusal, rights of first negotiation or similar rights withrespect to any product, service or Intellectual Property Rights;

(xii) settlement, conciliation, or similar contract entered into sinceJanuary 1, 2020 arising out of or related to any claim asserted by any Personwhich has a value greater than $500,000 or with any Governmental Entity;

(xiii) Contract that requires the Group Companies make capital expendituresafter the date of this Agreement in an annual amount in excess of $500,000;

(xiv) IP Agreement;

(xv) Contract disclosed on Schedule 4.18;

(xvi) Contract with a Governmental Entity;

(xvii) Contract with a Top Customer;

(xviii) Contract with a Top Supplier; and

(xix) agreement relating to the Maquila Program or any shelter agreement inrelation to Mexico and any amendment thereof.

(b) The Company has made available to Purchaser copies of all writtenMaterial Contracts. Except as set forth on Schedule 4.6(b), each MaterialContract is valid and binding on the applicable Group Company party thereto andenforceable in accordance with its terms against such Group Company and, to theknowledge of the Company, each other party thereto (subject to theEnforceability Exceptions); provided that, for purposes of representations madeas of the Closing Date, this representation shall not apply to MaterialContracts, if any, which have been terminated in accordance with their termsafter the date hereof and prior to the Closing. Except as set forth onSchedule 4.6(b), no Group Company or, to the Company's knowledge, other partythereto, is in material breach of its obligations under any Material Contract,and, to the Company's knowledge, no event or omission has occurred which, withnotice or lapse of time or both, would permit the termination, materialmodification or acceleration of any of the obligations of any Group Companythereunder or result in the creation of any Lien (other than a Permitted Lien)on any of the assets or equity interests of any Group Company.

Section 4.7 Absence of Changes. Except as set forth on Schedule 4.7, (a)since August 31, 2022 and ending on the date of this Agreement, (i) there hasnot been any event, change, occurrence or circumstance that has had or wouldreasonably be expected to have a Company Material Adverse Effect and (ii) noGroup Company has taken any actions, or omitted to take any action, that, iftaken after the date of this Agreement and prior to the earlier of the EffectiveTime and the termination of this Agreement in accordance with its terms, withoutPurchaser's consent, would constitute a violation of clauses (i), (ii), (iii),(iv), (vii), (xii) or (xvi) of Section 6.1, and (b) since the Latest BalanceSheet and ending on the date of this Agreement, (i) each Group Company hasconducted its business in the ordinary course consistent with past practices,and (ii) no Group Company has taken any actions, or omitted to take any action,that, if taken after the date of this Agreement and prior to the earlier of theEffective Time and the termination of this Agreement in accordance with itsterms, without Purchaser's consent, would constitute a violation of Section 6.1,other than clauses (i), (ii), (iii), (iv), (vii), (xii) or (xvi) thereof.

Section 4.8 Litigation. Except as set forth on Schedule 4.8, as of thedate of this Agreement there is (a) no suit, litigation, arbitration, claim,action, proceeding or investigation pending or, to the Company's knowledge,threatened against any Group Company by or before any Governmental Entity, (b)no injunctive relief ordered against a Group Company, or (c) no ongoing internalinvestigation of an event that would reasonably be expected to lead to amaterial liability of the Group Companies for a violation of Applicable Law.Except as set forth on Schedule 4.8, no Group Company is subject to anyoutstanding Order directed specifically at a Group Company or its assets orproperties.

Section 4.9 Compliance with Applicable Law; Permits.

(a) Except as set forth on Schedule 4.9, the business of the GroupCompanies is, and since January 1, 2020 has been, operated in compliance in allmaterial respects with all Applicable Laws. The Group Companies hold allmaterial permits, licenses, approvals, certificates and other authorizations ofand from all, and have made all material declarations and filings with,Governmental Entities necessary for the lawful conduct of their respectivebusinesses as presently conducted (collectively, the "Material Permits"). AllMaterial Permits are in full force and effect, in all respects. There are noclaims, actions, suits or other proceedings in law or equity that would bereasonably likely to cause the revocation, limitation or termination of anyMaterial Permits.

(b) The Group Companies currently are, and have in the past five (5)years been, in compliance in all material respects with all applicableAnti-Corruption or Anti-Bribery Laws. The Group Companies have not in the pastfive (5) years received written notice of (A) any violation or alleged violationof any Anti-Corruption or Anti-Bribery Laws by the Group Companies or (B) anythreatened or pending action against the Group Companies before any court or byany Governmental Entity responsible for enforcing Anti-Corruption orAnti-Bribery Laws. No director, officer, or, to the Company's knowledge,employee of the Group Companies is a Public Official. Neither the GroupCompanies, nor any director or officer of the Group Companies or to theKnowledge of the Company, any employee, distributor, reseller or agent acting onbehalf of any of the Group Companies, or any Seller with respect to the GroupCompanies, has in the past five (5) years, directly or to the Knowledge of theCompany, indirectly, (A) paid, offered, promised to pay or authorized thepayment of any money or provided any other thing of value to any Public Officialor any official candidate for foreign or domestic political office, or anyofficial, employee, or agent of any foreign or domestic political party; or (B)made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influencepayment, unlawful kickback or other unlawful payment, promise of payment orauthorization of payment of money, gifts or anything of material value to anyPublic Official, private or public, regardless of form, whether in money,material property or material services, to receive materially favorabletreatment in obtaining or retaining business for any of the Group Companies, toobtain or retain special concessions for any of the Group Companies or to payfor materially favorable treatment for business obtained or retained or to payfor special concessions already obtained for any of the Group Companies, or tosecure any other improper advantage for any of the Group Companies, in each case(A)-(B), in violation of any applicable Anti-Corruption or Anti-Bribery Laws.

(c) Each of the Group Companies is currently, and has been in the pastfive (5) years, in compliance in all material respects with all applicable U.S.,United Kingdom, European Union and other Applicable Laws in the jurisdictionswhere each conducts business related to terrorism or money laundering including:(i) the Currency and Foreign Transactions Reporting Act of 1970 (31 U.S.C. 5311et. seq.), as amended by Title III of the USA PATRIOT Act, (ii) the Trading withthe Enemy Act, or (iii) Executive Order No. 13224 on Terrorist Financing,effective September 24, 2001 (66 Fed. Reg. 49079), any other enablinglegislation, executive order or regulations issued by a Governmental Entitypursuant or relating thereto.

(d) Each of the Group Companies is currently and has in the past five(5) years been, in compliance in all material respects with all applicable U.S.,United Kingdom, European Union and other applicable economic sanctions andexport control Applicable Laws in the jurisdictions where each conductsbusiness, including (i) the Export Administration Act of 1979, as amended (50U.S.C. app. 2401-2420), and the Export Administration Regulations, 15 C.F.R. 730-774; (ii) the Arms Export Control Act, 22 U.S.C. 2778, and thecorresponding International Traffic in Arms Regulations; (iii) the economicsanctions and Applicable Laws enforced by the U.S. Department of the Treasury'sOffice of Foreign Assets Control, 31 C.F.R. Part 500 et seq., and the U.S.Department of State's Office of Terrorist Financial and Economic SanctionsPolicy; and (iv) the anti-boycott regulations, guidelines, and reportingrequirements under the Export Administration Regulations and Section 999 of theInternal Revenue Service Code (collectively, "Export Control Laws"). To theKnowledge of the Company, neither any of the Group Companies nor any of theirrespective Affiliates, are a target of prohibitions or restrictions under any ofthe Export Control Laws or other Applicable Laws of similar effect in thejurisdictions where any Group Companies operates or otherwise conducts business.

(e) The Group Companies located in Mexico have in the past five (5)years complied and are in compliance, in all material respects, with (i) theManufacture, Maquiladora and Export Services Industry Program Authorizationgranted by the Mexico Ministry of the Economy (the "Ministry of the Economy")and IMMEX Registration (the "Maquila Program"), (ii) the Decree for thePromotion of the Manufacture, Maquiladora and Export Services Industry publishedin the Official Federal Gazette on June 1, 1998, (as amended, the "MaquilaDecree"), (iii) any Applicable Laws in connection with any duties, payments orobligations relating to customs or to the import or export of any goods, and(iv) any other Applicable Laws related to the Maquila Program or to theactivities of the Group Companies' located in Mexico, including but not limitedto (A) registering all facilities in the Maquila Program, (B) timely returningabroad any business assets manufactured from temporarily imported materials, (C)keeping an accurate and updated inventory control system in accordance withAnnex 24 of the Foreign Trade General Rules of Mexico and (D) timely filing allreports and notices related to its Maquila Program.

(f) The Group Companies located in Mexico are in compliance in allmaterial respects with all Applicable Laws relating to the importation ofmachinery, equipment or raw materials. No raw material, machinery or equipmentother than those authorized under the Maquila Program have been imported. Anytemporary imports of raw materials, machinery and equipment have been carriedout in material compliance with the terms and conditions set forth in theMaquila Program, the Maquila Decree and with any other Applicable Laws. TheMaquila Program is in full force and effect and there is no action or,threatened action by any authority to suspend, cancel or revoke the MaquilaProgram.

(g) The VAT Certification in respect of the Group Companies located inMexico is valid and remains in full force and effect and there is no process tosuspend, terminate or invalidate it, and such VAT Certification is not subjectto any threatened process to suspend, terminate or invalidate it. The GroupCompanies located in Mexico have complied with all the obligations derived fromits VAT Certification, included but not limited to (i) filing initial anddischarge reports in accordance with Annex 30 of the Foreign Trade General Rulesof Mexico, (ii) filing notices of any change in the circumstances under whichthe VAT Certification was granted and (iii) continuing in compliance with allrequirements met to secure such VAT Certification.

Section 4.10 Employee Plans.

(a) Schedule 4.10(a) lists all material Employee Benefit Plans.

(b) Except as set forth on Schedule 4.10(b), no Group Company has anyobligation to contribute to a Multiemployer Plan, including any triggered butunpaid withdrawal liability, and no Employee Benefit Plan or Multiemployer Planis a plan that is subject to Title IV of ERISA, or a "multiple employer welfarearrangement" within the meaning of Section 3(40) of ERISA, and no materialliability under Title IV of ERISA has been or, to the Company's knowledge, isreasonably expected to be incurred by any Group Company.

(c) Except as set forth on Schedule 4.10(c), each Employee Benefit Planhas been maintained and administered in compliance in all material respects withthe terms of the plan document, and the applicable requirements of ERISA, theCode and any other Applicable Laws. Each Employee Benefit Plan that is intendedto be qualified under Section 401(a) of the Code has received a favorabledetermination letter from the Internal Revenue Service or is the subject of afavorable opinion letter from the Internal Revenue Service on the form of suchEmployee Benefit Plan and, to the Company's knowledge, there are no facts orcircumstances that would be reasonably likely to materially adversely affect thequalified status of any such Employee Benefit Plan. All contributions andpremium payments required to have been made by any Group Company with respect toany Employee Benefit Plan or Multiemployer Plan have been timely made in allmaterial respects. To the Company's knowledge, no fiduciary of any EmployeeBenefit Plan has materially breached their fiduciary duties with respect to suchplan, other than a breach which has been corrected in all material respects incompliance with Applicable Law. Since January 1, 2020, there have been nopending or, to the Company's knowledge, threatened in writing, investigations byany Governmental Entity or other claims, suits or proceedings (except routineclaims for benefits) involving any Employee Benefit Plan.

(d) To the Company's knowledge, no Group Company has engaged in anyprohibited transaction (as defined in Section 406 of ERISA or Section 4975 ofthe Code) with respect to any Employee Benefit Plan that would be reasonablylikely to subject any Group Company to any material Tax or penalty (civil orotherwise) imposed by ERISA or the Code. Except as set forth on Schedule4.10(d), no material Employee Benefit Plan provides health or life insurancebenefits to former employees of any Group Company other than health continuationcoverage pursuant to COBRA. No Group Company has incurred (whether or notassessed) or would reasonably be expected to incur any material Tax or penaltyunder Section 4980H, 6721 or 6722 of the Code.

(e) With respect to each material Employee Benefit Plan, the Company hasmade available to Purchaser copies, to the extent applicable, of (i) the currentplan and trust documents and the most recent summary plan description providedto participants, (ii) the three most recent annual reports (Form 5500 series),(iii) the most recent financial statements, (iv) the most recent InternalRevenue Service determination or opinion letter, and (v) all materialnon-routine communications to the Group Companies from any Governmental Entityor Multiemployer Plan since January 1, 2020 (including but not limited to anynotice of withdrawal liability).

(f) Except as set forth on Schedule 4.10(f), neither the execution ordelivery of this Agreement nor the consummation of the transactions contemplatedhereby, will (i) result in any material payment becoming due to any employee ofor other individual service provider to the Group Companies, (ii) materiallyincrease any compensation or benefits otherwise payable or to be provided underany Employee Benefit Plan, (iii) entitle any employee of, or individual serviceprovider to, the Group Companies to material payment, or accelerate the time ofpayment, funding or vesting under any Employee Benefit Plan.

(g) No Group Company has any obligation to "gross-up" or otherwiseindemnify any individual for the imposition of any Tax, including but notlimited to under Section 4999 of the Code or under Section 409A of the Code.

(h) Except as set forth on Schedule 4.10(h) neither the execution anddelivery of this Agreement nor the consummation of the transactions contemplatedby this Agreement, either alone or in combination with another event, willresult in the payment of any amount to any "disqualified individual" (within themeaning of Section 280G of the Code (or any corresponding or similar provisionof applicable state, local, or non-U.S. Law)) in respect of employment orservice that, individually or in combination with any other payment, (i) willconstitute an "excess parachute payment" as defined in Section 280G(b)(1) of theCode, (ii) will result in the imposition of an excise Tax to the recipient ofsuch payment pursuant to Section 4999 of the Code (or any corresponding orsimilar provision of applicable state, local or non-U.S. Law), (iii) will resultin the payment of any amount that would not be deductible by Blocker Corp or anyGroup Company by reason of Section 280G of the Code, or (iv) will result in theimposition of any withholding reporting requirement of Blocker Corp or any GroupCompany pursuant to Section 4999 of the Code (or any corresponding or similarprovision of applicable state, local or non-U.S. Law).

(i) Each material Employee Benefit Plan maintained outside of the UnitedStates (a "Non-U.S. Employee Plan") has been established, maintained andadministered in all material respects in compliance with its terms and with therequirements prescribed by any Applicable Laws. Each Non-U.S. Employee Plan (i)if intended to qualify for special tax treatment, meets all the requirements forsuch treatment and no event has occurred that would reasonably be expected tomaterially adversely affect such special tax treatment, (ii) if required to beregistered or approved by any Governmental Entity, has been so registered orapproved and has been maintained in good standing in all material respects withsuch applicable Governmental Entity, and (iii) if required to be funded,book-reserved or secured by an insurance policy, is funded, book-reserved orsecured by an insurance policy, as applicable, to the extent required byApplicable Law.

Section 4.11 Environmental Matters. Except as set forth on Schedule 4.11:

(a) the business of the Group Companies is, and during the past five (5)years has been, operated in material compliance with all Environmental Laws;

(b) the Group Companies hold, and during the past five (5) years haveheld, all Material Permits that are or were required pursuant to EnvironmentalLaws;

(c) as of the date of this Agreement, there is no suit, litigation,arbitration, claim, action or proceeding pending or, to the Company's knowledge,threatened in writing against any Group Company which would, individually or inthe aggregate, reasonably be expected to result in material liability under anyEnvironmental Law on behalf of the Group Companies;

(d) no Group Company is subject to any material outstanding Orderdirected at a Group Company or its assets or properties pursuant to anyEnvironmental Law;

(e) there has been no Release or threatened Release of any HazardousMaterials at the Leased Real Property or Owned Real Property or any formerlyowned or leased real property or at any property where Hazardous Materials fromany Group Companies' operations have been disposed, and no Person has beenexposed to such Release of Hazardous Materials, in each case in quantities orconcentrations that require investigation, remediation or abatement by, orimpose material liability on, any Group Company under Environmental Laws;

(f) no Group Company currently owns or operates, and, to the Company'sknowledge, has not ever owned or operated, any active or abandoned abovegroundor underground storage tanks, and there are no active or abandoned abovegroundor underground storage tanks at real property currently or, to the Company'sknowledge, formerly owned, operated or leased by any Group Company, in each casethat require investigation or remediation by, or impose material liability on,any Group Company under Environmental Laws;

(g) there are no man-made pits, ponds or lagoons, sumps, hoists or othersimilar man-made structures currently or, to the Company's knowledge, formerlylocated on any real property currently owned or leased by any Group Company thatare or were operated or used by any Group Company in a manner that requireinvestigation or remediation by, or impose material liability on, any GroupCompany under Environmental Laws;

(h) the Company has made available to Purchaser correct and completecopies of the following documents to the extent such documents are in itspossession or control: (i) any and all material environmental reports, studies,audits, sampling data, and site assessments with respect to the business or anycurrently or formerly owned, operated or leased real property that are in thepossession or control of any Group Company; and (ii) any and all materialdocuments concerning any planned or anticipated capital expenditures requiredunder Environmental Laws to reduce, offset, limit or otherwise control pollutionand/or emissions, manage waste or otherwise ensure compliance with EnvironmentalLaws or Environmental Permits (including costs of remediation, pollution controlequipment and operational changes required under Environmental Laws); and

(i) no Group Company has, by contract, assumed or provided an indemnitywith respect to, or, to the Company's knowledge, otherwise become subject tomaterial liability of any other Person relating to Environmental Laws.

Section 4.12 Intellectual Property Rights.

(a) Except as set forth on Schedule 4.12(a), one of the Group Companiesowns, free and clear of all Liens except for Permitted Liens, or licenses orotherwise has rights to use, the Intellectual Property Rights material to theconduct of the business of the Group Companies as currently conducted(collectively, the "Group Company IP Rights").

(b) Schedule 4.12(b) sets forth a list of all patents, patentapplications, and registrations and applications for registration of trademarks,service marks, and copyrights owned by each Group Company.

(c) All of the registered or patented items included in the GroupCompany IP Rights are valid and enforceable, and to the knowledge of the GroupCompanies, all of the Group Company IP Rights are subsisting and in full forceand effect. All Group Company IP Rights have been duly maintained (including thepayment of annuity, registration, renewal, maintenance and other necessary fees)and are not expired, cancelled or abandoned and are valid and enforceable.

(d) Schedule 4.12(d) sets forth a list of all material Contracts (the"IP Agreements") pursuant to which (i) any Group Company IP Rights owned by anyGroup Company are licensed to any third party or (ii) any Group Company IPRights owned by any third party are licensed to any Group Company (in each case,other than (x) licenses for commercially available software and (y)non-exclusive licenses granted by or to customers, suppliers, vendors, orcontractors of the Group Companies in the ordinary course of business).

(e) Except as set forth on Schedule 4.12(e), (i) there are no claimscurrently pending against any Group Company before any Governmental Entityalleging that any Group Company is currently infringing or misappropriating theIntellectual Property Rights of any other Person in any material respect, and(ii) there are no claims currently pending that have been brought by any GroupCompany against any Person before any Governmental Entity alleging infringementor misappropriation of any Intellectual Property Rights owned by any GroupCompany.

(f) Except as set forth on Schedule 4.12(f), (x) the conduct of thebusiness of the Group Companies as currently conducted does not infringe ormisappropriate any Intellectual Property Rights of any Person in any materialrespect, and (y) to the Company's knowledge, no Person is currently infringingor misappropriating any Group Company IP Rights owned by the Group Companies.The Group Companies have taken commercially reasonable actions to maintain andprotect the Trade Secrets included in the Group Company IP Rights, includinghaving all current and former employees of the Group Company with access tomaterial Trade Secrets execute written non-disclosure agreements.

(g) Except as set forth on Section 4.12(g), the Group Companies have (i)entered into binding, written confidentiality and assignment of inventionagreements with every current and former employee of the Group Company who,within the scope of their employment, contributed in any material respect to thecreation or development of any Group Company IP Rights purported to be owned byany Group Company, and (ii) obtained written assignments of all Group Company IPRights purported to be owned by any Group Company from any independentcontractors who, within the scope of their engagement, contributed in anymaterial respect to the creation or development of such Group Company IP Rights.

(h) The IT Systems are reasonably sufficient for the immediate needs ofthe business of the Group Companies as currently conducted. The IT Systems arein reasonably sufficient good working condition and include sufficient licensedcapacity for all Software used by the Group Companies in their business ascurrently conducted. Since January 1, 2020, there has been no unauthorizedaccess, use, intrusion, or breach of security, or material failure, breakdown,performance reduction or other adverse event affecting any IT Systems, that hascaused any: (i) substantial disruption of or interruption in or to the use ofsuch IT Systems by the Group Companies or the conduct of the business of theGroup Companies; (ii) material loss or destruction of or damage or harm to thebusiness of the Group Companies; or (iii) material liability of any kind to theGroup Companies. The Group Companies have taken commercially reasonable actions,consistent with applicable industry best practices, designed to protect theintegrity and security of the IT Systems and the data and other informationstored or processed thereon. The Group Companies (i) maintain commerciallyreasonable backup and data recovery, disaster recovery, and business continuityplans and procedures; (ii) act in material compliance therewith; and (iii) testsuch plans and procedures on a regular basis.

(i) The Group Companies have complied in all material respects with allApplicable Laws and all internal or publicly posted policies, notices, andstatements, in each case, concerning the collection, use, processing, storage,transfer, and security of personal information in the conduct of the GroupCompanies' business. Since January 1, 2020, the Group Companies have not (i)experienced any actual, alleged, or suspected data breach or other securityincident involving personal information in its possession or control, except aswould not reasonably be expected to have a material adverse effect on the GroupCompanies taken as a whole, or (ii) received any notice of, or to the knowledgeof the Group Companies been subject to, any audit, investigation, complaint, orother action by any Governmental Entity concerning the Group Companies'collection, use, processing, storage, transfer, or protection of personalinformation or actual, alleged, or suspected violation of any Applicable Lawconcerning privacy, data security, or data breach notification, and, to theknowledge of the Group Companies, there are no facts or circumstances that wouldreasonably be expected to give rise to any such action.

Section 4.13 Labor Matters.

(a) Except as set forth on Schedule 4.13(a), (i) no Group Company isparty to any collective bargaining agreement or similar Contract with any union,labor organization or employee works council (each, a "Union") with respect toits employees (each, a "Labor Agreement"), (ii) there is no labor strike,concerted work stoppage, lockout or similar material labor dispute pending or,to the Company's knowledge, threatened in writing against any Group Company and,since January 1, 2020, no such material dispute has occurred, (iii) to theCompany's knowledge, as of the date of this Agreement, no organization campaignwith any Union is in progress with respect to any employees of any Group Companyand no such campaign has occurred since January 1, 2020, and (iv) there is nomaterial unfair labor practice charge or material labor arbitration pendingbefore the National Labor Relations Board or similar Governmental Entity againstany Group Company. Except as set forth on Schedule 4.13(a), no Group Company (i)is currently formally negotiating or bargaining with any Union regarding anyproposed, existing or expired Labor Agreement or (ii) has a duty to bargain withany Union with respect to the wages, hours or other terms and conditions ofemployment of any employee.

(b) The Group Companies have provided Purchaser with a true and completelist of all employees of each Group Company as of January 2023 and, for eachsuch individual, sets forth each such individual's (i) name or employeeidentification number, (ii) title or position; (iii) employing Group Company;(iv) geographical work location; (v) current annual base compensation; (vi)salaried or hourly status; (vii) EBITDA bonus percentage; and (viii) full- orpart-time status. Except as is not reasonably expected to result in materialliability to the Group Companies, all employees on such list are properlyclassified as exempt or non-exempt for wage and hour purposes. Except as is notreasonably expected to result in material liability to a Group Company, allcompensation due and payable to the employees and individual independentcontractors of any Group Company for services performed on or prior to theClosing Date has been paid in full or accrued for as of the Closing Date (otherthan with respect to the pay period in which the Closing Date occurs which willbe paid to employees with the applicable Group Company's regular payrollfollowing the Closing Date). To the Company's knowledge, no officer, executiveor key employee set forth on Exhibit J of any Group Company has any plans toresign or otherwise terminate his or her employment with any Group Companywithin the one (1) year following the Closing Date.

(c) The Group Companies are and, since January 1, 2020, have been incompliance in all material respects with all Applicable Laws regarding labor andemployment, including all Applicable Laws regarding plant closing and masslayoffs, employment discrimination, harassment, retaliation, reasonableaccommodation, leaves of absence, terms and conditions of employment, wages andhours of work, exempt and non-exempt employee classification, employeeoccupational health and safety, classification of individual independentcontractors, workers' compensation, immigration (including Forms I-9 for U.S.employees and work visas), affirmative action and worker's compensation, laborrelations, and employee data privacy.

(d) Except as is not reasonably expected to result in material liabilityto the Group Companies, there are no pending or, to the Company's knowledge,threatened material claims, administrative charges, court complaints, laborarbitrations, or government investigations against any Group Company concerningalleged employment discrimination, harassment or retaliation, misclassificationof employees or independent contractors, failure to pay wages or overtime,failure to timely pay wages or salary, unauthorized workers under ApplicableLaws regarding immigration and work authorization, occupational health orsafety, or failure to provide leave or reasonable accommodation. Since January1, 2020, to the Company's knowledge, no Group Company has been subject to anyactual or threatened material (i) employment-related assessments, fines orpenalties under Applicable Law; (ii) employment-related inspections orinvestigations conducted by any Governmental Authority; or (iii)employment-related orders issued by any Governmental Authority which are notgenerally applicable. To the Company's knowledge, no current employee of anyGroup Company is in material violation of any non-compete, nondisclosure,confidentiality or other restrictive covenant agreement owed to any GroupCompany.

(e) Since January 1, 2020, no sexual harassment, assault or workplaceviolence allegations have been made against any current or former officers,executives or key employees of any Group Company (in their capacities as such)which the Group Companies have failed to investigate and, where merited, takereasonable corrective action.

(f) In the past twelve (12) months, there has been no "mass layoff" or"plant closing" as defined under the Workers Adjustment and RetrainingNotification Act ("WARN Act") (or any similar Applicable Law requiring notice ofa plant closing or mass layoff) affecting any site of employment belonging tothe Company.

Section 4.14 Insurance.

(a) Schedule 4.14(a) sets forth a true, correct and complete list of allfire, liability, workers' compensation, property and casualty insurance policiesor programs maintained by the Group Companies which are currently in force(each, an "Insurance Policy," and collectively, the "Insurance Policies"). Foreach Insurance Policy, Schedule 4.14(a)includes the name of the insurancecarrier, description of coverage (including a description of the liability andrisks covered and whether the Insurance Policy is claims or occurrence-based),limits of coverage, amount of annual premiums for policies currently in placeand date of expiration. Prior to the date hereof, true, correct and completecopies of each Insurance Policy, together with all amendments, modifications,waivers or other changes thereto has been made available to the PurchaserParties.

(b) The Insurance Policies are sufficient for compliance in all materialrespects by each Group Company with all requirements of Applicable Law and withthe requirements of all Material Contracts. All premiums due on each InsurancePolicy have been paid in accordance with the payment terms of such InsurancePolicy. No Group Company has received any notice of cancellation or terminationwith respect to any Insurance Policy, and to the Company's knowledge, no eventor condition exists or has occurred that could result in cancellation of anyInsurance Policy prior to its scheduled expiration date. Except as set forth inSchedule 4.14(b), there are no material claims pending under any InsurancePolicy as to which coverage has been questioned, denied or disputed by theunderwriters of such policies, and to the Company's knowledge, there is no basisfor denial of any material claim pending under any Insurance Policy.

Section 4.15 Tax Matters. Except as set forth on Schedule 4.15:

(a) each of Blocker Corp and the Group Companies: (i) has prepared andtimely filed, or has had so prepared and timely filed on its behalf (taking intoaccount all validly filed extensions), all Income Tax Returns and all othermaterial Tax Returns required to be filed on or before the Closing Date withrespect to Blocker Corp or such Group Company, as applicable, and all such TaxReturns were true and correct in all material respects and prepared incompliance with Applicable Law; and (ii) has paid (or has had paid on itsbehalf) all material Taxes due and owed by it, whether or not shown on any suchTax Returns;

(b) none of Blocker Corp or any Group Company is currently the subjectof a Tax audit or examination with respect to a material amount of Tax;

(c) none of Blocker Corp or any Group Company has consented to extendthe time, or is the beneficiary of any extension of time, in which any Tax maybe assessed or collected by any taxing authority (other than any extension whichis no longer in effect or that was obtained in the ordinary course of businessof Blocker Corp or the Group Companies);

(d) none of Blocker Corp or any Group Company has received from anytaxing authority any written notice of proposed adjustment, deficiency,underpayment of Taxes which has not since been satisfied by payment or beenwithdrawn. No Tax audits or assessments or actions are ongoing pending or arethreatened in writing with respect to the Blocker Corp or any Group Company. Nounresolved written claim has been received by the Blocker Corp or any GroupCompany from a Governmental Entity in a jurisdiction where the Blocker Corp orany Group Company does not pay Taxes or file Tax Returns that the Blocker Corpor any Group Company is or may be subject to taxation by, or is or may berequired to file Tax Returns in, that jurisdiction, and neither the Blocker Corpnor any Group Company has any voluntary disclosure agreements or similarprograms pending with any jurisdiction with respect to Taxes;

(e) none of Blocker Corp or any Group Company: (i) has at any time beena member of any Affiliated Group or required to file any consolidated, combined,or unitary Income Tax Return, other than a group of which the Blocker Corp orany Group Company is the common parent; (ii) has any liability for the Taxes ofany other Person (other than the Blocker Corp or any Group Company) under 1.1502-6 of the Treasury Regulations or any similar provision of state, localor foreign Tax Law, as a transferee or successor, or by Contract (other thanpursuant to any Contract entered into in the Ordinary Course of Business theprincipal purpose of which is not Taxes); or (iii) is a party to any Taxsharing, Tax indemnification, Tax assumption, Tax allocation agreement or othersimilar agreements or arrangements;

(f) none of Blocker Corp or any Group Company is a party to or hasengaged in any transaction that, as of the date hereof, is a "listedtransaction" under 1.6011-4(b)(2) of the Treasury Regulations;

(g) within the past two (2) years, none of Blocker Corp or any GroupCompany has ever been a "controlled corporation" or "distributing corporation"(each within the meaning of Section 355 of the Code) in a distribution intendedto qualify under Section 355 of the Code;

(h) from and after December 23, 2019, Blocker Corp or any Group Companydoes not own and has never owned an interest in another entity that ischaracterized as a partnership for income Tax purposes and is not a party to anyContract with any other party that constitutes a partnership for income Taxpurposes, other than the currently owned membership interests in the Splitter,Company and ECM Holdings, LLC, membership interests in Sentinel Investments, andany partnership interests (as determined for income Tax purposes) owned by ECMHoldings, LLC;

(i) Blocker Corp and the Group Companies have: (i) properly collectedall material amounts of sales and use Taxes required to be collected, and hasproperly remitted such amounts to the appropriate Governmental Entity; and (ii)timely and properly collected and maintained all resale certificates, exemptioncertificates and other documentation required to qualify for any exemption fromthe collection of sales Taxes;

(j) there are no Liens for Taxes (other than Permitted Liens) upon theassets of the Blocker Corp or any Group Company;

(k) no Group Company has made a SALT Election for any taxable year;

(l) for federal Income Tax purposes and any similar state and local taxpurposes, each of the Blocker Corp and each Group Company is classified as thetype of entity shown on Schedule 4.15(l);

(m) no Group Company that is treated as a partnership for U.S. federalincome tax purposes is a currently party to a written agreement that wouldprohibit such Group Company from making an election pursuant to Section 754 ofthe Code (or any corresponding or similar provision of state, local or foreignLaw) without obtaining the consent of a party other than a Group Company;

(n) none of Blocker Corp or any Group Company will be required toinclude any material item of income in, or exclude any material item ordeduction from, taxable income for any taxable period or portion thereof endingafter the Closing Date (or, with respect to any Straddle Period, the portion ofsuch Straddle Period beginning after the Closing Date), as a result of: (i) anychange in a method of accounting under Section 481 of the Code (or anycorresponding or similar provision of Applicable Law), or use of an impropermethod of accounting, for a taxable period ending on or prior to the ClosingDate or the portion of any Straddle Period ending on or prior to the ClosingDate; (ii) an installment sale or open transaction occurring on or prior to theClosing Date; (iii) a prepaid amount received or deferred revenue accrued on orbefore the Closing Date; (iv) intercompany transaction or excess loss accountdescribed in Treasury Regulations under Section 1502 of the Code (or anycorresponding provision of state, local, or foreign Law) in existence on theClosing Date; (v) any closing agreement under Section 7121 of the Code (or anycorresponding provision of state, local, or foreign Law) executed on or prior tothe Closing Date; (vi) deferral of any payment of Taxes on or prior to theClosing Date otherwise due as a result of Section 2302 of the CARES Act, IRSNotice 2020-18, IRS Notice 2020-20 or IRS Notice 2020-23 or similar Taxauthority; (vii) like-kind exchange under Section 1031 of the Code on or priorto the Closing Date; (viii) "global intangible low-taxed income" or Subpart Fincome imposed pursuant to Section 951 and Section 951A of the Code (or anycorresponding provision of state, local or foreign Law); (ix) any election underSection 965(h) of the Code; or (x) ownership of "United States property" (asdefined in Section 956(c) of the Code) acquired prior to the Closing by asubsidiary that is a "controlled foreign corporation" (within the meaning ofSection 957(a) of the Code);

(o) none of Blocker Corp or any Group Company has agreed to make, norare they required to make, any material adjustment under Sections 263A, 481, or482 of the Code (or any corresponding or similar provision of any state, localor foreign Law) by reason of a change in accounting method or otherwise;

(p) none of Blocker Corp or any Group Company has entered into a gainrecognition agreement pursuant to 1.367(a)-8 of the Treasury Regulations thatwill remain in effect after Closing;

(q) the Blocker Corp and the Group Companies have withheld and paid tothe applicable Governmental Entity all material Taxes required to have beenwithheld and paid in connection with amounts paid or owing to or from (or withrespect to distribution made to or income allocated to) any employee,shareholder, equity holder, independent contractor, customer, creditor, owner orother Person. Neither Blocker Corp nor any Group Company is obligated, or hasagreed, to pay on behalf of an owner any income Taxes on such owner's share ofthe income of the Blocker Corp or of any Group Company, other than such Taxespaid on a composite Tax Return filed by the Blocker Corp or a Group Company;

(r) Blocker Corp and the Group Companies have not: (i) claimed orreceived, or will claim or receive, any Tax credits pursuant to the COVID-19Laws, (ii) applied for, received or will receive a loan or grant pursuant to theCOVID-19 Laws (other than the PPP Loan), or (iii) otherwise claimed any Taxcredit or Tax benefit pursuant to the COVID-19 Laws;

(s) none of Blocker Corp nor any Group Company has material property orobligation, including uncashed checks to vendors, contractors, customers oremployees, non-refunded overpayments, credits or unclaimed amounts orintangibles, that is escheatable or reportable as unclaimed property to anyGovernmental Entity under any escheatment, unclaimed property or similarApplicable Laws;

(t) from and after December 23, 2019, none of Blocker Corp nor any GroupCompany has: (i) received any Tax Ruling; (ii) entered into or is currentlyunder negotiations to enter into a Tax Closing Agreement with any GovernmentalEntity that would have a continuing effect after the Closing Date; or (iii)received a written Tax opinion with respect to any transaction related toBlocker Corp or any Group Company. For purposes of the preceding sentence, theterm "Tax Ruling" shall mean written rulings of a Governmental Entity relatingto Taxes, and the term "Tax Closing Agreement" shall mean a written and legallybinding agreement with a Governmental Entity relating to Taxes; and

(u) from and after December 23, 2019, no Person that is subject totaxation in the United States has received any Blocker Stock or Company Unitsthat are or were nontransferable and subject to a substantial risk of forfeiturewithin the meaning of Section 83 of the Code with respect to which a validelection under Section 83(b) of the Code has not been made.

Section 4.16 Brokers. No broker, finder, financial advisor or investmentbanker, other than the Company Advisors and Representative (in each case, whosefees shall be included in the Seller Expenses), is entitled to any broker's,finder's, financial advisor's, investment banker's fee or commission or similarpayment in connection with the transactions contemplated by this Agreement basedupon arrangements made by or on behalf of any Group Company.

Section 4.17 Real and Personal Property.

(a) Owned Real Property. Schedule 4.17(a) sets forth the address of eachOwned Real Property. With respect to each Owned Real Property: (i) a GroupCompany has good and marketable title to such Owned Real Property, free andclear of all Liens, except Permitted Liens, (ii) except as set forth in Schedule4.17(a), a Group Company has not leased or otherwise granted to any Person theright to use or occupy such Owned Real Property or any portion thereof, and(iii) other than the right of Purchaser pursuant to this Agreement, there are nooutstanding options, rights of first offer or rights of first refusal topurchase such Owned Real Property or any portion thereof or interest therein.

(b) Leased Real Property. Schedule 4.17(b) sets forth a list of allleases of real property (such real property, the "Leased Real Property")pursuant to which any Group Company is a tenant as of the date of this Agreement(each, a "Material Real Property Lease"). Except as set forth onSchedule 4.17(b), (i) each Material Real Property Lease is valid and binding onthe Group Company party thereto, enforceable in accordance with its terms(subject to proper authorization and execution of such Material Real PropertyLease by the other party thereto and subject to the Enforceability Exceptions),(ii) each of the Group Companies, and, to the Company's knowledge, each of theother parties thereto, has performed in all material respects all materialobligations required to be performed by it under each Material Real PropertyLease, and, to the Company's knowledge, no event has occurred that wouldconstitute a default by any party under any Material Real Property Lease, and(iii) there are no written or oral subleases, concessions or other Contractsgranting to any Person other than a Group Company the right to use or occupy anyLeased Real Property.

(c) Except as disclosed on Schedule 4.17(c), as of the date of thisAgreement, the Group Companies collectively own or hold under valid leases allfurniture, fixtures, machinery, equipment, vehicles and other tangible personalproperty (excluding, for the avoidance of doubt, Intellectual Property Rights)necessary for the conduct of their businesses as currently conducted, subject tono Lien except for Permitted Liens.

(d) The buildings, plants, structures, furniture, fixtures, machinery,equipment, vehicles and all other items of tangible personal property (real andpersonal) owned or leased by the Group Companies are in good operating conditionand repair, free from any defects (except for such defects that do notmaterially interfere with the use thereof in the conduct of normal businessoperations) and have been maintained consistent with the standards generallyfollowed in the industry.

Section 4.18 Transactions with Affiliates. Schedule 4.18 sets forth allmaterial Contracts between any Group Company, on the one hand, and Affiliates,directors, officers or managers of a Group Company (other than a Group Company),on the other hand, except for the Governing Documents or any Contracts (y)governing employment relationships or the provision of compensation and benefitsto employees in the ordinary course or (z) regarding Company Units held by suchPerson. Except as set forth on Schedule 4.18, no Affiliate (other than a GroupCompany), director or officer of a Group Company owns any property right,tangible or intangible, which is used by a Group Company in the conduct of itsbusiness.

Section 4.19 Blocker Corp and ECM Entities.

(a) As of immediately prior to the Closing, (i) Blocker Corp will haveno interest in any material assets other than its ownership of the Company Unitsowned by it and (ii) Blocker Corp will have no material liabilities other thanthose related to its ownership of the Company Units (or its previous ownershipof equity of Splitter). Blocker Corp has never had any direct employees or otherdirect operations and its only direct activities have consisted of holdingequity interests and activities ancillary thereto.

(b) If the assets and liabilities of the Company, ECM Blocker, Inc. andECMI Blocker, LLC were consolidated with those of ECMI Holdings, LLC and itsSubsidiaries in preparing the Financial Statements as of the respective periodsof such Financial Statements, such consolidation would not cause an adversechange in any material respect to such Financial Statements.

Section 4.20 Warranties and Product Liability.

(a) Except for the express warranties given by the Group Companiesprovided on the packaging with products and services sold, there are no otherwarranties provided by the Group Companies.

(b) All products manufactured, sold, serviced or distributed by theGroup Companies have been in conformity with all contractual commitments,Applicable Law and all express warranties of the Group Companies and have and doperform in accordance with their published specifications and any otherpublished documentation or user materials corresponding to such products. Allproducts have been designed, manufactured, labeled, packaged, performed, andserviced so as to meet and comply with all governmental standards andspecifications and all Applicable Laws currently in effect, and all productshave received all governmental approvals necessary to allow their sale and use.

(c) Except as set forth on Section 4.20(c), since January 1, 2020, therehas been no recall nor any replacement, field fix, retrofit, or modification bythe Group Companies of any products produced or sold by the Group Companies, norby any subsequent seller of any items which incorporate such products, and tothe Company's knowledge, no facts or circumstances exist that would reasonablybe expected to result in such a recall, replacement, field fix, retrofit ormodification.

(d) Except as set forth in Schedule 4.20(d), since January 1, 2020, theGroup Companies have not received any written notice with respect to, anyProduct Liability Claims (other than claims for product return, replacement orrepair not deviating materially from historical return, replacement or repairwork), and to the Company's knowledge, no such Product Liability Claims arethreatened.

Section 4.21 Customers and Suppliers.

(a) Schedule 4.21(a) sets forth the Top Customers. Since August 31,2022, the Group Companies have not received any written notice or, to theCompany's knowledge, any oral notice from any of the Top Customers stating thatsuch Top Customer intends to (i) seek material and adverse modification of anyof the material terms or conditions on which it transacts with the GroupCompanies, including any request for the Group Companies to repurchase anyproducts or (ii) cancel or terminate or materially reduce or otherwise adverselyand materially modify its business relationship with the Group Companies.

(b) Schedule 4.21(b) sets forth the Top Suppliers. Since August 31,2022, the Group Companies have not received any written notice or, to theCompany's knowledge, any oral notice from any of the Top Suppliers stating thatsuch Top Supplier intends to seek material and adverse modification of any ofthe material terms or conditions on which it transacts with the Group Companiesas a condition to continuing such business relationship or is cancelling orterminating or materially reducing or otherwise adversely and materiallymodifying its business relationship with the Group Companies.

Section 4.22 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES. EXCEPT AS SETFORTH IN THIS ARTICLE 4 and in the certificates delivered pursuant hereto, NONEOF BLOCKER CORP OR THE GROUP COMPANIES MAKE AND HAVE NOT MADE ANY REPRESENTATIONOR WARRANTY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY. BLOCKERCORP AND THE GROUP COMPANIES EXPRESSLY DISCLAIM ANY OTHER REPRESENTATIONS ORWARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, NOTWITHSTANDING THEDELIVERY OR DISCLOSURE TO PURCHASER, MERGER SUB OR THEIR OFFICERS, DIRECTORS,EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION(INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), INCLUDING ASTO THE CONDITION, VALUE OR QUALITY OF THEIR BUSINESSES OR THEIR ASSETS, ANDBLOCKER CORP AND THE GROUP COMPANIES SPECIFICALLY DISCLAIM ANY REPRESENTATION ORWARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULARPURPOSE WITH RESPECT TO THEIR ASSETS, ANY PART THEREOF, THE WORKMANSHIP THEREOF,AND THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEINGUNDERSTOOD THAT SUCH SUBJECT ASSETS ARE BEING ACQUIRED "AS IS, WHERE IS" ON THECLOSING DATE, AND IN THEIR PRESENT CONDITION, AND PURCHASER AND MERGER SUB SHALLRELY SOLELY ON THEIR OWN EXAMINATION AND INVESTIGATION THEREOF AS WELL AS THEREPRESENTATIONS AND WARRANTIES OF THE COMPANY SET FORTH IN THIS AGREEMENT ANDANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED PURSUANT HERETO.

 Article 5 REPRESENTATIONS AND WARRANTIES OF PURCHASER PARTIES AND GUARANTOR

Each Purchaser Party and Guarantor hereby severally, and not jointly, representsand warrants to the Company and Blocker Corp as follows:

Section 5.1 Organization. Each Purchaser Party is a limited liabilitycompany or corporation duly organized, validly existing and in good standingunder the laws of the jurisdiction of its formation or incorporation and has allrequisite power and authority to carry on its businesses as now being conducted,except where the failure to have such power or authority would not prevent ormaterially delay the consummation of the transactions contemplated hereby.Guarantor is a public limited company duly organized, validly existing and ingood standing under the laws of the jurisdiction of its formation orincorporation and has all requisite power and authority to carry on itsbusinesses as now being conducted, except where the failure to have such poweror authority would not prevent or materially delay the consummation of thetransactions contemplated hereby.

Section 5.2 Authority. Each of the Purchaser Parties and the Guarantorhave the requisite power and authority to execute and deliver this Agreement andeach Ancillary Document to which it is a party and to carry out its obligationshereunder and thereunder. The execution and delivery of this Agreement and eachof the Ancillary Documents to which each of the Purchaser Parties and theGuarantor is a party and the performance by such party of its obligationshereunder and thereunder have been (or, with respect to the Ancillary Documentsto which such party is a party, will be prior to the Closing) duly authorized byall necessary action on the part of each of the Purchaser Parties and theGuarantor. No other proceeding (including by their respective equityholders) onthe part of any Purchaser Party or the Guarantor is necessary to authorize thisAgreement and each of the Ancillary Documents to which any Purchaser Party is aparty or to consummate the transactions contemplated hereby and thereby. No voteof Guarantor's, Purchaser's or Blocker Purchaser's equityholders is required toapprove this Agreement or for any Purchaser Party or the Guarantor to consummatethe transactions contemplated hereby. This Agreement has been (and the AncillaryDocuments to which any Purchaser Party is a party will be at or prior to theClosing) duly and validly executed and delivered by each of the PurchaserParties and the Guarantor and constitutes (or will constitute) a valid, legaland binding agreement of each of the Purchaser Parties and the Guarantor(assuming this Agreement has been and the Ancillary Documents to which anyPurchaser Party is a party will be duly authorized, executed and delivered bythe other parties thereto at or prior to the Closing), enforceable against eachof the Purchaser Parties and the Guarantor in accordance with their respectiveterms, subject to the Enforceability Exceptions.

Section 5.3 Consents and Approvals; No Violations. Assuming the truth andaccuracy of the Company's representations and warranties contained in Section4.5, no material notices to, filings with, or authorization, consent or approvalof any Governmental Entity is necessary for the execution, delivery orperformance by any Purchaser Party and the Guarantor of this Agreement or theAncillary Documents to which any Purchaser Party is a party or the consummationby any Purchaser Party or the Guarantor of the transactions contemplated herebyor thereby, except for (i) compliance with and filings under the HSR Act, (ii)the filing of the Certificate of Merger and the Blocker Certificate of Mergerwith the Secretary of State of the State of Delaware and (iii) those set forthon Schedule 5.3. Neither the execution, delivery or performance by any PurchaserParty or the Guarantor of this Agreement and the Ancillary Documents to whichany Purchaser Party is a party nor the consummation by any Purchaser Party orthe Guarantor of the transactions contemplated hereby will (a) conflict with orresult in any breach of any provision of any Purchaser Parties' or theGuarantor's Governing Documents, (b) except as set forth on Schedule 5.3, resultin a violation or breach of, or constitute (with or without due notice or lapseof time or both) a default or give rise to any right of termination,cancellation or acceleration under, any of the terms, conditions or provisionsof any Contract to which any Purchaser Party or the Guarantor is a party or bywhich any of them or any of their respective properties or assets may be bound,or (c) violate any Order of any Governmental Entity applicable to any PurchaserParty or any of their Subsidiaries or any of their respective properties orassets, except in the case of clauses (b) and (c) above, for violations whichwould not prevent or materially delay the transactions contemplated by thisAgreement.

Section 5.4 Litigation. There is no suit, litigation, arbitration, claim,action, proceeding or investigation pending or, to the knowledge of anyPurchaser Party threatened against any Purchaser Party by or before anyGovernmental Entity that would reasonably be expected, individually or in theaggregate, to prevent, materially impair or delay the ability of any PurchaserParty to effect the transactions contemplated by this Agreement. No PurchaserParty nor the Guarantor is subject to any unsatisfied Order that, individuallyor in the aggregate, would reasonably be expected to prevent, materially impairor delay the ability of any Purchaser Party or the Guarantor to consummate thetransactions contemplated by this Agreement.

Section 5.5 Brokers. No broker, finder, financial advisor or investmentbanker is entitled to any brokerage, finder's, financial advisor's or investmentbanker's fee or commission or similar payment in connection with thetransactions contemplated by this Agreement based upon arrangements made by oron behalf of any Purchaser Party or any of their Affiliates for which a Seller,Blocker Corp or any Group Company may become liable.

Section 5.6 Merger Sub Activities. Each of Merger Sub and Blocker MergerSub was organized solely for the purpose of entering into this Agreement andconsummating the transactions contemplated hereby and neither has engaged in anyactivities or business, and has incurred no liabilities or obligationswhatsoever, in each case, other than those incident to its organization and theexecution of this Agreement and the consummation of the transactionscontemplated hereby.

Section 5.7 Solvency. Assuming the representations and warranties of theCompany contained in this Agreement are true in all material respects andimmediately prior to the Effective Time, the Company is solvent (in that boththe fair value of its assets will not be less than the sum of its debts and thatthe present fair saleable value of its assets will not be less than the amountrequired to pay its probable liability on its debts as they become absolute andmatured), at and immediately after the Effective Time, and after giving effectto the Mergers and the other transactions contemplated hereby, the SurvivingCompany (a) will be solvent (in that both the fair value of its assets will notbe less than the sum of its debts and that the present fair saleable value ofits assets will not be less than the amount required to pay its probableliability on its debts as they become absolute and matured), (b) will haveadequate capital with which to engage in its business and (c) will not haveincurred and does not immediately plan to incur debts beyond its ability to payas they become absolute and matured.

Section 5.8 Financing. As of the date hereof, the Purchaser has deliveredto the Company true and complete copies of one or more executed commitmentletters and executed fee letters (which may be redacted solely to omit feeamounts and economic terms, in each case, in a customary manner that does notredact terms that adversely affect the conditionality, enforceability,availability or termination of the Financing on the Closing Date), together withall exhibits, schedules and annexes thereto, as amended, modified, supplementedor replaced from time to time in whole or in part (and including amendments,modifications, supplements and replacements of and to such replacements) incompliance with this Agreement (the "Financing Commitment Letters"), from theFinancing Sources party thereto, pursuant to which and subject to the terms andconditions thereof, the Financing Sources party thereto have severally committedto lend the amounts set forth therein which, together with other sources ofavailable funds as contemplated by Section 6.19(e), are sufficient to consummatethe transactions contemplated hereby, including to pay all amounts required tobe paid pursuant Section 3.2 and the fees and expenses of each of the PurchaserParties related to the transactions contemplated hereby. The Purchaser Partieswill have at the Closing sufficient immediately available funds to consummatethe transactions contemplated by this Agreement, including the payment of allamounts required to be paid pursuant to Section 3.2, and all fees and expensesof each of the Purchaser Parties payable in connection therewith. As of the datehereof, the respective commitments contained in the Financing Commitment Lettershave not been withdrawn, terminated or rescinded in any respect or amended ormodified, and no such withdrawal, termination, rescission, amendment ormodification is contemplated by the Purchaser Parties other than to the extentin accordance with Section 6.19(e). As of the date hereof, the FinancingCommitment Letters are in full force and effect and represent a valid, bindingand enforceable obligation of Purchaser and, to the knowledge of PurchaserParties, each other party thereto. Purchaser has fully paid (or caused to bepaid) any and all commitment fees and other amounts that are due and payable onor prior to the date of this Agreement in connection with the Financing. As ofthe date hereof, none of the Purchaser Parties has received any notice or othercommunication (in writing with respect to a threatened breach, default orfailure) from any party to the Financing Commitment Letters with respect to (x)any actual or threatened breach or default on the part of the Purchaser Partiesor any other party to the Financing Commitment Letters, (y) any actual orthreatened failure to satisfy any condition precedent to the availability of theFinancing pursuant to the terms of the Financing Commitment Letters or (z) anyintention of such party to terminate the Financing Commitment Letters or to notprovide all or any portion of amount committed to be provided by such partypursuant to the terms of the Financings, in each case other than to the extentin accordance with Section 6.19(e). As of the date hereof, there is nocircumstance or condition (assuming compliance by Blocker Corp, the Company, theGroup Companies, and their respective representatives with their respectiveobligations under this Agreement and satisfaction of the conditions to thisAgreement required to be satisfied by such Persons) that, individually or in theaggregate with all other circumstances or conditions, would reasonably beexpected to prevent or substantially delay the availability of immediatelyavailable funds at the Closing sufficient to consummate all transactionscontemplated hereby and the payment by the Purchaser of all fees and expensespayable by the Purchaser at Closing in connection therewith. As of the datehereof, there are no conditions precedent related to the funding of the fullamount of the Financing, other than those conditions contained in the FinancingCommitment Letters. The Guarantor will have at the Closing sufficient cash onhand that is available to consummate the transactions contemplated hereby,including to pay all amounts required to be paid pursuant Section 3.2 and thefees and expenses of each of the Purchaser Parties related to the transactionscontemplated hereby. As of December 31, 2022, Guarantor had the assets andliabilities as set forth on Guarantor's balance sheet as of December 31, 2022included in Guarantor's Annual Report on Form 10-K filed with the U.S.Securities and Exchange Commission on February 28, 2023.

Section 5.9 Acknowledgment and Representations by Purchaser and MergerSub.

(a) Each Purchaser Party acknowledges and agrees that it (i) hasconducted its own independent review and analysis of, and, based thereon and onthe representations and warranties of the Company and Blocker Corp set forth inthis Agreement, has formed an independent judgment concerning, the business,assets, condition, operations and prospects of Blocker Corp and the GroupCompanies, and (ii) has been furnished with or given full access to suchinformation about Blocker Corp and the Group Companies and their respectivebusinesses and operations as it has requested. In entering into this Agreement,each Purchaser Party has relied solely upon its own investigation and analysisand the representations and warranties of Blocker Corp and the Company set forthin this Agreement, and each Purchaser Party acknowledges that, other than as setforth in this Agreement and in the certificates or other instruments deliveredpursuant hereto, none of Blocker Corp, the Group Companies or any Seller or anyof their respective directors, officers, employees, Affiliates, stockholders,agents or representatives makes or has made any representation or warranty,either express or implied, including (x) as to the accuracy or completeness ofany of the information provided or made available to any Purchaser Party or anyof their respective agents, representatives, lenders or Affiliates prior to theexecution of this Agreement or (y) with respect to any projections, forecasts,estimates, plans or budgets of future revenues, expenses or expenditures, futureresults of operations (or any component thereof), future cash flows (or anycomponent thereof) or future financial condition (or any component thereof) ofBlocker Corp or any Group Company heretofore or hereafter delivered to or madeavailable to any Purchaser Party or any of their respective agents,representatives, lenders or Affiliates.

 Article 6 COVENANTS

Section 6.1 Conduct of Business of the Company. Except as contemplated,permitted or required by this Agreement (including with respect to theReorganization and all actions incidental or relating thereto) or as set forthon Schedule 6.1, from and after the date hereof until the earlier of theEffective Time and the termination of this Agreement in accordance with itsterms, Blocker Corp and the Company shall, and the Company shall cause eachother Group Company to, except (a) as consented to in writing by Purchaser(which consent shall not be unreasonably withheld, conditioned or delayed), (b)as required by (i) Applicable Law or (ii) any (A) Contract existing and madeavailable to Purchaser on or prior to the date of this Agreement or (B) EmployeeBenefit Plan disclosed in the schedules hereto or not required to be disclosedor (c) any action taken, or omitted to be taken, by any Group Company pursuantto any COVID-19 Measures, as determined by such Group Company in its reasonablediscretion, (1) use commercially reasonable efforts to conduct its business inall material respects in the ordinary course of business consistent with pastpractice, (2) use commercially reasonable efforts to preserve intact itsbusiness organization and to preserve the present commercial relationships withkey Persons with whom it does business, in each case, in all material respects,(3) not take any action or omit to take any commercially reasonable action whichwould reasonably be expected to result in a Company Material Adverse Effect and(4) not:

(i) amend any provision of its Governing Documents;

(ii) make or declare any dividend or distribution in respect of itsequity interests, except dividends and distributions by a Group Company to anyother Group Company or dividends or distributions solely in cash;

(iii) reclassify, combine, split, subdivide or redeem, or purchase orotherwise acquire, directly or indirectly, any Group Company's equitysecurities, except for the Reorganization;

(iv) issue, sell, pledge, dispose of, or encumber any equity securities,securities convertible into equity securities, or any other rights to purchaseany Group Company's or Blocker Corp's equity securities, except issuances of anyequity securities of any Group Company to another Group Company;

(v) make any material change in the policies of such Group Company withrespect to the payment of accounts payable or accrued expenses or the collectionof the accounts receivable or other receivables, other than in the ordinarycourse of business consistent with past practice;

(vi) make any material change in its cash management practices or in theaccounting methods, principles or practices used by such Group Company, exceptas required by Applicable Law or GAAP, as applicable;

(vii) sell, license, lease, transfer, assign, abandon or otherwise disposeof any assets that are material to the business of the Group Companies, taken asa whole, or mortgage, pledge, or impose any Lien (other than a Permitted Lien)upon any assets of the Group Companies;

(viii) materially increase the compensation payable to any executiveemployee of such Group Company;

(ix) establish or enter into, terminate, or materially amend any materialEmployee Benefit Plan, or take any action to accelerate the vesting or funding(through a grantor trust or otherwise) or approve discretionary payments of anycompensation or benefit under any material Employee Benefit Plan;

(x) enter into, amend or modify in any material respect, or consent tothe termination of (other than at its stated expiry date), (A) any MaterialContract or (B) any Contract that, if in effect as of the date hereof wouldconstitute a Material Contract, except (I) for terminations of MaterialContracts as expressly provided for in this Agreement or (II) in the ordinarycourse of business consistent with past practice;

(xi) enter into any Contract for the employment or engagement of anyemployee, officer, director, individual independent contractor or consultant ofany Group Company providing for annual compensation in excess of $150,000 orprovides for any severance or change-of-control payments;

(xii) (A) make any loans, advances, or capital contributions to orinvestments in any Person or (B) except for the acquisition of inventory, goods,supplies, raw materials, vehicles and other equipment in the ordinary course ofbusiness consistent with past practice, acquire, by merger, consolidation,acquisition of stock or assets, or otherwise, any business or Person or divisionthereof;

(xiii) incur, assume or guarantee any Funded Indebtedness except asincurred in the ordinary course of business and that will be repaid in fullprior to or at the Closing or be deemed Funded Indebtedness for purposes ofcalculating the Purchaser Price;

(xiv) except in accordance with the capital budget of the Group Companiesfor the year ending August 31, 2023, commit or authorize any commitment to makeany capital expenditures in excess of $1,000,000 in the aggregate;

(xv) change any warranty policies in any material respect, except in theordinary course of business consistent with past practice;

(xvi) make any material change in any method of financial accountingprinciples or practices, in each case except for any such change required by achange in GAAP or Applicable Law;

(xvii) abandon, allow to lapse, sell, assign, transfer, grant any securityinterest in otherwise encumber or dispose of any Group Company IP Rights ownedby a Group Company, or grant any right or license to any Group Company IP Rightsowned by a Group Company other than (A) pursuant to non-exclusive licensesentered into in the ordinary course of business consistent with past practiceand (B) the expiration of any Group Company IP Rights at the end of such GroupCompany IP Right's statutory term;

(xviii) terminate or adversely modify in any material respect, or fail toexercise renewal rights with respect to, any material insurance policy, exceptin the ordinary course of business; or

(xix) (A) commence any action, claim, litigation, or proceeding or (B)settle any action, claim, litigation, or proceeding that involves (1) anyconduct remedy or restriction on the business of the Group Companies or anyinjunctive or equitable relief against the Group Companies after the ClosingDate or (2) payment by the Group Companies in excess of $500,000 in theaggregate;

(xx) (A) make or change any material tax election, (B) change an annualaccounting period, adopt or change any accounting method, (C) file any amendedTax Return, (D) enter into any closing agreement, settle any Tax claim orassessment relating, or surrender any right to claim a refund of, in each case,with respect to a material amount of Taxes, or (E) consent to any extension orwaiver of the limitation period applicable to any Tax claim or assessmentoutside the ordinary course of business, in each case, if such action would havethe effect of increasing the Tax liability of Blocker Corp or the GroupCompanies any period ending after the Closing Date; or

(xxi) agree, whether orally or in writing, to do any of the foregoing.

Nothing contained in this Agreement is intended to give any Purchaser Party,directly or indirectly, the right to control or direct the operations of thebusiness of the Group Companies prior to the Closing.

Section 6.2 Transfer Taxes. All transfer Taxes, recording fees,documentary, sales, use, stamp, registration and other similar Taxes and allconveyances fees, recording charges, and other similar fees (including anypenalties and interest in respect thereof) that are imposed on any of theparties hereto by any Governmental Entity in connection with the transactionscontemplated by this Agreement (collectively "Transfer Taxes") shall be borne byequally by the Purchaser and the Sellers, and Purchaser shall file all necessaryTax Returns and other documentation with respect to any such Taxes.

Section 6.3 Access. From and after the date hereof until the earlier ofthe Closing Date or the termination of this Agreement in accordance with itsterms, upon reasonable notice, and subject to restrictions contained underApplicable Law or in any confidentiality agreements to which the Group Companiesare subject, the Company shall provide to the Purchaser Parties and theirauthorized representatives, during normal business hours, reasonable access to(a) all books, records and Contracts of the Group Companies reasonably requestedby the Purchaser Parties for purposes of integration planning following theconsummation of the transactions contemplated by this Agreement, (b) theofficers, employees, accountants, agents, properties, offices, facilities andother assets of the Group Companies reasonably requested by the PurchaserParties for purposes of integration planning following the consummation of thetransactions contemplated by this Agreement; provided, however, that no suchaccess contemplated by this clause (b) or any contact with any aforementionedPersons may be made or attempted unless and until the Purchaser Parties haveobtained the prior written consent (email being sufficient) therefor from arepresentative of Robert W. Baird & Co., which consent shall not be unreasonablywithheld so long as the Representative or any designee thereof is permitted toattend or be present for any such access or contact, at its discretion, and (c)the Owned Real Properties and Leased Real Properties for purposes of completingPhase I environmental due diligence assessments (all in a manner so as to notinterfere with the normal business operations of any Group Company); providedthat any such access shall be subject to feasibility/permissibility underApplicable Law (including any COVID-19 Measures) and shall not include anysampling, monitoring or other surface, subsurface or invasive investigation,assessment or analysis of soil, groundwater, building materials or otherenvironmental media of the sort generally referred to as a Phase IIenvironmental investigation; provided, further, that, notwithstanding theforegoing, none of the Group Companies, nor any of their Affiliates orrepresentatives, shall have any obligation to provide any Purchaser Party or anyof their authorized representatives with access to (i) any documents relating tothe transactions contemplated by this Agreement or the sale process relating tosuch transactions, (ii) any information which would reasonably be expected toresult in the loss of the ability to successfully assert attorney-client, workproduct or similar privileges or (iii) if any Group Company or any of theirrespective Affiliates, on the one hand, and any Purchaser Party or any of theirrespective Affiliates, on the other hand, are adverse (or would reasonably beexpected to become adverse) parties in a litigation or similar proceeding, anyinformation that is reasonably pertinent thereto. All of such informationprovided shall be treated as confidential information pursuant to the terms ofthe Confidentiality Agreement, the provisions of which are by this referencehereby incorporated herein and Purchaser and Merger Sub agree that each shall bebound by the Confidentiality Agreement to the same extent as ERICO CorporationInternational.

Section 6.4 Efforts to Consummate.

(a) Subject to the terms and conditions herein provided, the PurchaserParties, the Company and Blocker Corp shall each use reasonable best efforts totake, or cause to be taken, all actions and to do, or cause to be done, allthings reasonably necessary, proper or advisable to consummate and makeeffective as promptly as practicable the transactions contemplated by thisAgreement (including the satisfaction, but not waiver, of the closing conditionsset forth in Article 7). The Purchaser Parties, the Company and Blocker Corpshall each use reasonable best efforts to obtain consents of all GovernmentalEntities (including the expiration or termination of the HSR waiting period (andany extensions thereof)) necessary to consummate the transactions contemplatedby this Agreement. All HSR Act filing fees and any filing fees in connectionwith any applicable foreign antitrust or competition laws shall be borne byPurchaser and Purchaser shall reimburse the Representative or its applicableAffiliates at Closing for all HSR Act filing fees and any filing fees inconnection with any applicable foreign antitrust or competition laws borne bythe Group Companies, Blocker Corp, the Representative or their Affiliates priorto Closing. Each party hereto shall have made or shall make an appropriatefiling, if necessary, pursuant to the HSR Act and any applicable foreignantitrust or competition laws with respect to the transactions contemplated bythis Agreement promptly after the date of this Agreement (and in any event,within ten (10) Business Days of the date of this Agreement in connection withany filings required pursuant to the HSR Act) (and such filing shall request"early termination" of any applicable waiting periods), and shall supply aspromptly as practicable to the appropriate Governmental Entities any additionalinformation and documentary material that may be requested pursuant to the HSRAct (a "Second Request") and any foreign antitrust or competition laws. Withoutlimiting the foregoing, (i) the Group Companies, the Purchasers and theirrespective Affiliates shall not extend any waiting period or comparable periodunder the HSR Act or any foreign antitrust or competition laws or enter into anyagreement with any Governmental Entity not to consummate the transactionscontemplated hereby, except with the prior written consent of the other partieshereto, and (ii) each Purchaser Party agrees to promptly take all actions thatare necessary or reasonably advisable or as may be required by any GovernmentalEntity to expeditiously consummate the transactions contemplated by thisAgreement, provided, however, that any such actions and the term "reasonablebest efforts", for purposes of this Section 6.4, shall exclude, and nothing inthis Agreement shall require any Purchaser Party or Group Company to undertake,(A) selling, licensing or otherwise disposing of, or holding separate oragreeing to sell, license or otherwise dispose of, any entities, assets orfacilities of any Group Company or any entity, facility or asset of eitherPurchaser or its Affiliates, (B) terminating, amending or assigning existingrelationships or contractual rights or obligations or (C) amending, assigning orterminating existing licenses or other agreements or entering into such newlicenses or other agreements if taking any such action set forth in any ofclauses (A), (B) or (C) would reasonably be expected to be adverse in anymaterial respect to the business, financial condition or results of operationsof the Group Companies, taken as a whole, or the Guarantor and its subsidiaries,taken as a whole.

(b) In the event any claim, action, suit, investigation or otherproceeding by any Governmental Entity or other Person is commenced whichquestions the validity or legality of the transactions contemplated hereby orseeks damages in connection therewith, the parties hereto agree to cooperate anduse reasonable best efforts to defend against such claim, action, suit,investigation or other proceeding and, if an Order is issued in any such action,suit or other proceeding, to use reasonable best efforts to have such Orderlifted, and to cooperate reasonably regarding any other impediment to theconsummation of the transactions contemplated hereby.

(c) Each party hereto shall promptly notify the other parties hereto ofany substantive communication it or its Affiliates receives from anyGovernmental Entity relating to the matters that are the subject of thisAgreement and, to the extent permitted by law, permit the other parties heretoto review in advance any proposed substantive communication by it to anyGovernmental Entity. No party hereto shall agree to participate in anysubstantive meeting with any Governmental Entity in respect of any filings,investigation or other inquiry unless it consults with the other parties heretoin advance or is otherwise required by law and, to the extent permitted by suchGovernmental Entity, gives the other parties hereto the opportunity to attendand participate at such meeting. Each party hereto will provide the otherparties hereto with copies of all correspondence, filings or communicationsbetween it or any of its representatives, on the one hand, and any GovernmentalEntity or members of its staff, on the other hand, with respect to thisAgreement and the transactions contemplated by this Agreement. The partieshereto may, as they deem advisable and necessary, designate any competitivelysensitive materials provided to the other under this Section 6.4(c) as "outsidecounsel only." Such materials and the information contained therein shall begiven only to outside counsel of the recipient and will not be disclosed by suchoutside counsel to employees, officers, or directors of the recipient withoutthe advance written consent of the party providing such materials. In addition,subject to Applicable Law, the parties hereto shall consult and cooperate witheach other in advance in connection with any analyses, appearances,presentations, memoranda, briefs, arguments, and proposals made or submitted toany Governmental Entity regarding the transactions contemplated by thisAgreement by or on behalf of any party hereto.

(d) No Purchaser Party shall, and each Purchaser Party shall cause itsAffiliates and ultimate parent entities not to, acquire or agree to acquire, bymerging with or into or consolidating with, or by purchasing a portion of theassets of or equity in, or by any other manner, any business or any corporation,partnership, association or other business organization or division thereof, orotherwise acquire or agree to acquire any assets or equity interests, if theentering into of a definitive agreement relating to, or the consummation of suchacquisition, merger or consolidation would reasonably be expected to: (i) imposeany material delay in the obtaining of, or materially increase the risk of notobtaining, any consents of any Governmental Entity necessary to consummate thetransactions contemplated by this Agreement or the expiration or termination ofany applicable waiting period (and any extensions thereof); (ii) materiallyincrease the risk of any Governmental Entity seeking or entering an Orderprohibiting the consummation of the transactions contemplated by this Agreement;(iii) materially increase the risk of not being able to remove any such Order onappeal or otherwise; or (iv) materially delay or prevent the consummation of thetransactions contemplated by this Agreement.

(e) The Company shall, and shall cause the Group Companies to, usecommercially reasonable efforts to obtain any consents, waivers or approvalsthat are required under any Contracts set forth on Schedule 6.4(e) in connectionwith this Agreement and the consummation of the transactions contemplated bythis Agreement. Notwithstanding the foregoing, none of the Group Companies,Blocker Corp, the Sellers, the Representative, Purchaser Parties or any of theirrespective Affiliates will be required to (i) expend any money, includingpayment of any consent or other similar fee, "profit sharing" or other similarpayment, (ii) commence any litigation or arbitration proceeding or (iii) grantany accommodation (financial or otherwise), including agreeing to anyamendments, supplements or other modifications to (or waivers of) the existingterms of any Contract, or the provision of additional security (including aguaranty), in each case, in connection with the obtaining of any consent, waiveror approval of any Person under any such Contract. Purchaser Parties acknowledgeand agree that in no event shall any failure to obtain any such consents,waivers or approvals be deemed to be a breach or deemed breach of anyrepresentation, warranty or covenant of this Agreement, and no condition setforth in Article 7 shall be deemed unsatisfied as a result thereof.

Section 6.5 Indemnification; Directors' and Officers' Insurance.

(a) Until the sixth anniversary of the Closing, the Purchaser Partiesagree that all rights to indemnification, exculpation or advancement of expensesnow existing in favor of the current or former directors, officers, employeesand agents of Blocker Corp or any Group Company, as provided in Blocker Corp'sor such Group Company's Governing Documents or otherwise in effect as of thedate hereof with respect to any matters or facts occurring, arising or existingon or prior to the Closing Date, shall survive the Closing and shall continue infull force and effect and that the Purchasers shall cause Blocker Corp and eachGroup Company to perform and discharge such Person's obligations to provide suchindemnity and exculpation after the Closing. To the maximum extent permitted byApplicable Law, such indemnification shall be mandatory rather than permissive,and the Purchasers shall cause Blocker Corp and each Group Company to advanceexpenses in connection with such indemnification as provided in Blocker Corp'sor such Group Company's Governing Documents or other applicable agreements.During the period commencing at the Effective Time and ending on the sixthanniversary of the Effective Time, the indemnification and liability limitationor exculpation provisions of Blocker Corp's and the Group Companies' GoverningDocuments shall not be amended, repealed or otherwise modified after the ClosingDate in any manner that would adversely affect the rights thereunder ofindividuals who, as of the Closing Date or at any time prior to the ClosingDate, were directors, officers, employees or agents of Blocker Corp or a GroupCompany, unless such modification is required by Applicable Law.

(b) The Purchasers shall cause Blocker Corp and the Group Companies to,and Blocker Corp and the Group Companies shall, purchase and maintain in effectbeginning on the Closing and for a period of six (6) years thereafter withoutany lapses in coverage, a "tail" policy providing directors' and officers'liability insurance coverage for the benefit of those Persons who are covered bythe Group Companies' and/or Blocker Corp's directors' and officers' liabilityinsurance policies as of the date hereof or at the Closing with respect tomatters occurring prior to the Closing. Such policy shall provide coverage thatis at least equal to the coverage provided under the Group Companies' andBlocker Corp's current directors' and officers' liability insurance policies;provided, however, that in no event shall such policy have a total cost inexcess of 250% of the current annual premiums payable by Blocker Corp and theGroup Companies under the currently effective directors' and officers' liabilityinsurance policy, provided, further, that the Group Companies and Blocker Corpmay substitute therefor policies of at least the same coverage containing termsand conditions which are no less advantageous to the beneficiaries thereof solong as such substitution does not result in gaps or lapses in coverage withrespect to matters occurring prior to the Closing Date.

(c) The current and former directors, officers, employees and agents ofeach Group Company and Blocker Corp entitled to the indemnification, liabilitylimitation, exculpation and insurance set forth in this Section 6.5 are intendedto be third party beneficiaries of this Section 6.5. This Section 6.5 shallsurvive the consummation of the transactions contemplated by this Agreement andshall be binding on all successors and assigns of the Purchasers, Blocker Corpand the Group Companies.

Section 6.6 Documents and Information. After the Closing Date, thePurchasers shall, and shall cause the Group Companies and Blocker Corp to, untilthe seventh (7th) anniversary of the Closing Date, retain all books, records andother documents pertaining to the business of the Group Companies and BlockerCorp in existence as of immediately prior to the Closing on the Closing Date andmake the same available for inspection and copying by the Representative (atRepresentative's expense) during normal business hours of the Group Companies orBlocker Corp, as applicable, upon reasonable request and upon reasonable notice.No such books, records or documents shall be destroyed after the seventh (7th)anniversary of the Closing Date by Purchaser, Blocker Purchaser, Blocker Corp orany Group Company without first advising the Representative in writing andgiving the Representative (at Representative's expense) a reasonable opportunityto obtain possession thereof.

Section 6.7 Contact with Customers, Suppliers and Other BusinessRelations. During the period from the date of this Agreement until the earlierof the Closing Date or the termination of this Agreement in accordance with itsterms, each Purchaser Party hereby agrees that, other than as expressly providedfor under, and subject to the limitations set forth in, clause (b) of Section6.3, it is not authorized to and shall not (and shall not permit any of itsemployees, agents, representatives or Affiliates to) contact any employee,customer, supplier, distributor or other material business relation of any GroupCompany regarding any Group Company or Blocker Corp or the transactionscontemplated by this Agreement without the prior consent of a representative ofRobert W. Baird & Co.

Section 6.8 Employee Benefits Matters.

(a) During the period beginning on the Closing Date and ending on thefirst (1st) anniversary of the Closing Date, Purchaser shall provide eachemployee of each Group Company who is employed by a Group Company or any of itsAffiliates prior to the Closing and who continues to be so employed as ofimmediately following the Closing (the "Closing Date Employees") with: (i) abase salary or hourly wage rate (as applicable) and target annual cash bonus andother incentive compensation opportunities (excluding equity arrangements) thatare (A) prior to January 1, 2024, no less favorable than those provided to suchemployee immediately prior to the Closing Date and (B) on or after January 1,2024, in the aggregate, no less favorable than those provided to such employeeimmediately prior to the Closing Date and (ii) employee benefits (includingseverance but excluding equity arrangements) that either are (A) no lessfavorable, in the aggregate, than the Employee Benefit Plans (excluding equityarrangements) provided to the Closing Date Employees as of the Closing Date, or(B) on or after January 1, 2024, the same as the Purchaser provides to itssimilarly situated employees. Purchaser further agrees that, from and after theClosing Date, Purchaser shall and shall cause each Group Company and itsAffiliates to grant the Closing Date Employees credit for any service with aGroup Company earned prior to the Closing Date (x) for eligibility and vestingpurposes and (y) for purposes of vacation accrual and severance benefitdeterminations under any benefit or compensation plan, program, agreement orarrangement that may be established or maintained by Purchaser or the GroupCompanies or any of their Affiliates on or after the Closing Date (the "NewPlans") to the same extent such service was relevant for the comparable benefitor compensation plan, program, agreement or arrangement of the Group Company. Inaddition, Purchaser shall: (A) cause to be waived all pre-existing conditionexclusions and actively-at-work requirements and similar limitations,eligibility waiting periods and evidence of insurability requirements under suchNew Plans to the extent waived or satisfied by an employee (or dependent) underthe Employee Benefit Plans as of the Closing Date, provided that the foregoingobligation is qualified in its entirety by the consent of any insurance carrierthat insures benefits under any New Plan, which Purchaser shall use reasonablebusiness efforts to obtain, and (B) cause any deductible, coinsurance andcovered out-of-pocket expenses paid on or before the Closing Date by anyemployee (or covered dependent thereof) to be taken into account for purposes ofsatisfying the corresponding deductible, coinsurance and maximum out-of-pocketprovisions after the Closing Date under the New Plans in the year of initialparticipation if such initial participation occurs in the middle of a plan year.Purchaser agrees that Purchaser and the Group Companies shall be solelyresponsible for satisfying the continuation coverage requirements ofSection 4980B of the Code for all individuals who are "M&A qualifiedbeneficiaries" as such term is defined in Treasury RegulationSection 54.4980B-9. Notwithstanding anything in this Agreement to the contrary,the terms and conditions of employment for any employees covered by a LaborAgreement shall be governed by the applicable Labor Agreement until theexpiration, modification or termination of such Labor Agreement in accordancewith its terms or Applicable Law.

(b) At least three (3), but not more than five (5), Business Dayspreceding the Closing Date, the Company will provide Purchaser with an updatedlist containing the information described in the first sentence of Section4.13(b) to reflect any changes in the information previously provided toPurchaser through the date such updated list is provided to Purchaser. Inaddition, the Company will promptly provide Purchaser with copies of anycommunications to or from any Multiemployer Plan that occur between the date ofsigning of this Agreement and the Closing Date, and if a Multiemployer Planprovides a notice of assessment of withdrawal liability to the Company, thenupon the request of Purchaser, the Company will cooperate with Purchaser toprovide such information as Purchaser reasonably requests to analyze the amountof such assessment and if the Company and Purchaser reasonably agree that theassessment is or may be incorrect, the Company will request a review of suchassessment by the Multiemployer Plan.

(c) The provisions of this Section 6.8 are solely for the benefit of theparties to this Agreement, and no current or former employee, officer, director,manager or consultant, or any other individual associated therewith, shall beregarded for any purpose as a third party beneficiary of this Section 6.8. ThisSection 6.8 shall not be deemed to (i) establish, amend or modify any EmployeeBenefit Plan or any other "employee benefit plan" as defined in Section 3(3) ofERISA, or any other benefit plan, program, agreement or arrangement maintainedor sponsored by the Purchaser, any Group Company, Sellers, or any of theirrespective Affiliates, (ii) alter or limit the ability of the Purchaser, theGroup Companies, Sellers or any of their applicable Affiliates to amend, modifyor terminate any Employee Benefit Plan or any other benefit or employment plan,program, agreement or arrangement after the Closing Date, or (iii) confer uponany current or former employee, officer, director or consultant, any right toemployment or continued employment or continued service with Purchaser, any ofthe Group Companies, Sellers or any of their applicable Affiliates, orconstitute or create an employment agreement with any employee, subject toApplicable Laws.

(d) Section 280G Matters

(i) Prior to the Closing Date, if required to avoid the imposition ofTaxes under Section 4999 of the Code or the loss of deduction under Section 280Gof the Code with respect to any payment or benefit in connection with any of thetransactions contemplated by this Agreement, as promptly as practicable afterthe execution and delivery of this Agreement, but no later than two (2) BusinessDays prior to the Closing Date, the Group Companies shall submit to theapplicable direct or indirect stockholders (collectively, the "Stockholders")(in a manner reasonably satisfactory to Purchaser) for execution and approval bysuch number of stockholders as is required by the terms of Section 280G(b)(5)(B)of the Code a written consent in favor of a single proposal to render theparachute payment provisions of Section 280G of the Code and the TreasuryRegulations thereunder (collectively, "Section 280G") inapplicable to anypayments or benefits to be provided as a result of or in connection with thetransactions contemplated by this Agreement that might result, separately or inthe aggregate, in the payment of any amount or the provision of any benefit thatwould not be deductible by reason of Section 280G or that would be subject to anexcise Tax under Section 4999 of the Code (determined without regard to theexceptions contained in Section 280G(b)(4)) of the Code or any corresponding orsimilar provision of any state, local or foreign Law (together, the "Section280G Payments"). Any such stockholder approval shall be sought by the GroupCompanies in a manner that intended to satisfy all applicable requirements ofSection 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder,including Q-7 of Section 1.280G-1 of such Treasury Regulations. Prior to theClosing Date, the Company shall deliver to the Purchaser (A) copies of allconsents that have been executed by the Stockholders in connection with theforegoing Stockholder vote procedures and (B) a written statement specifyingwhether the requisite vote has or has not been achieved.

(ii) Subject to the last sentence of Section 6.8(d)(iii), the GroupCompanies agree that: (A) in the absence of such Stockholder approval, noSection 280G Payments shall be made to any Persons who executed and delivered tothe Group Companies a Parachute Payment Wavier; and (B) promptly after executionof this Agreement, and prior to the submission to the Stockholders of thewritten consent described herein and any related disclosure of the Section 280GPayments, the Group Companies shall deliver to Purchaser all executed waiversthe Group Companies receive, in form and substance reasonably satisfactory toPurchaser, from each Person who is reasonably expected to receive any Section280G Payment (the "Parachute Payment Waivers").

(iii) The form and substance of all stockholder approval documentscontemplated by this Section 6.8(d), including the waivers, disclosure statementand written consent, and any mathematical analysis of the Section 280G Payments,shall be subject to the prior review and approval of Purchaser (such approvalnot to be unreasonably withheld, conditioned or delayed). The Group Companiesshall provide such documentation and information to Purchaser for its review andapproval no later than five (5) Business Days prior to soliciting waivers fromthe "disqualified individuals," and the Group Companies shall incorporate allreasonable comments from Purchaser thereon. Notwithstanding the foregoing, theGroup Companies shall not be violation of the provisions of this Section 6.8(d)solely as a result of the refusal of any disqualified individual to execute theParachute Payment Waiver, so long as the Group Companies used commerciallyreasonable efforts to solicit such Parachute Payment Waiver (provided that theGroup Companies shall not be required to provide any additional value to suchdisqualified individual in order to receive such Parachute Payment Waiver).

Section 6.9 No Public Disclosure. No press release or public announcementrelated to this Agreement, the Ancillary Documents or the transactionscontemplated hereby or thereby, shall be issued or made by any party hereto (norwill any party permit any of its advisors, employees, agents, representatives orAffiliates to do any thereof) without the prior approval of the Representativeand Purchaser, (a) unless, in the reasonable opinion of counsel, suchcommunication is required by Applicable Law or by any listing agreement with, orthe listing rules of, a national securities exchange or trading market to issueor cause the publication of such press release or other public announcement ordisclosure, in which case the Representative and Purchaser shall be afforded areasonable opportunity to review and comment on such press release, announcementor communication prior to its issuance, distribution or publication, (b) exceptfor disclosure reasonably required in connection with the enforcement of anyright or remedy relating to this Agreement, the Ancillary Documents or thetransactions contemplated hereby or thereby, or (c) except that the Company andPurchaser shall mutually agree on press releases and other public announcementsto be issued after each of the execution of this Agreement and the Closing.Nothing herein shall prevent any party hereto or any Affiliate thereof which isa private equity or other investment fund from making customary disclosures toits investors or potential investors who are subject to customaryconfidentiality restrictions. For the avoidance of doubt, the parties heretoacknowledge and agree that the Representative and its Affiliates andrepresentatives may provide general information about the subject matter of thisAgreement and the Company and its Subsidiaries (including its and theirperformance and improvements) in connection with the Representative or itsAffiliates' fund raising, marketing, informational or reporting activities.Following the Closing, the Representative and its Affiliates may use andreference the names of Blocker Corp and each Group Company and the associatedmarks and logos for the purpose of describing the historical relationship of theGroup Companies with the Representative and its Affiliates (including on theirrespective web sites) and the Company hereby grants (and agrees to cause eachGroup Company to grant) to the Representative and its Affiliates a royalty-free,non-exclusive right and license to use each Group Company's names and theassociated marks and logos solely for such purpose. Nothing herein shall preventPurchaser and its Affiliates from making disclosures (i) in Purchaser's and itsAffiliates filings with the U.S. Securities and Exchange Commission that areconsistent with press releases that were previously issued by Purchaser or itsAffiliates in accordance with this Section 6.9 or (ii) to any Person that arecustomary in connection with the Financing, including in offering or privateplacement memoranda, rating agency presentations, lender presentations, roadshow presentations, prospectuses or other disclosure documents related to theFinancing. Nothing herein shall prevent Purchaser and its Affiliates from filingthis Agreement as an exhibit to a Current Report on Form 8-K with the U.S.Securities and Exchange Commission after the execution of this Agreement.

Section 6.10 No Injunction. Each of the parties hereto shall usecommercially reasonable efforts to prevent the entry of any statute, rule,regulation, executive order, decree, temporary restraining order, preliminary orpermanent injunction or other Order issued by any court of competentjurisdiction or other Governmental Entity or other legal restraint orprohibition that would reasonably be expected to prevent the consummation of thetransactions contemplated hereby.

Section 6.11 Straddle Periods. For purposes of allocating Taxes (or refundsor credits thereof) pursuant to this Agreement, any such Taxes attributable toany Straddle Period shall be apportioned between the portion of such StraddlePeriod ending on the Closing Date and the portion of such Straddle Periodbeginning on the day after the Closing Date (i) in the case of any Taxes imposedon a periodic basis (such as any real property Taxes, ad valorem or similarTaxes), the amount of such Tax for the entire taxable period multiplied by afraction, the numerator of which is the number of days in the taxable periodending on the Closing Date and the denominator of which is the number of days inthe entire taxable period; and (ii) in the case of all other Taxes not describedin clause (i) above, including (A) based upon, or related to, income, receipts,profits, wages, capital or net worth, or (B) imposed in connection with thesale, transfer or assignment of property on a closing of the books basis,including, with respect to the Company Units; in accordance with Section 706 ofthe Code utilizing a calendar day convention; provided that exemptions,allowances or deductions that are calculated on an annual basis (including, butnot limited to, depreciation and amortization deductions) shall instead beapportioned on a per diem basis, provided further that any Transaction TaxDeductions shall be included as deductions of Blocker Corp and the GroupCompanies in Pre-Closing Tax Periods to the maximum extent permitted underApplicable Law applying a MLTN Standard.

Section 6.12 Tax Returns.

(a) Purchaser shall, at its own expense, prepare, or cause to beprepared, and shall timely file, or cause to be timely filed, all Pass-ThroughTax Returns for any Straddle Periods (each, a "Straddle Pass-Through TaxReturn"). The Representative shall, at its own expense (to the extent not paidprior to the Closing Date), prepare, or cause to be prepared, and shall timelyfile, or cause to be timely filed, all other Pass-Through Tax Returns for anyPre-Closing Tax Periods (excluding any Straddle Periods) that are due (includingextensions) after the Closing Date and not filed prior to the Closing Date(each, a "Pre-Closing Pass-Through Tax Return"). Any such Straddle Pass-ThroughTax Return and Pre-Closing Pass-Through Tax Returns shall be prepared inaccordance with the prior positions and practices of the relevant Group Companyor Blocker Corp, as applicable (unless otherwise required by Applicable Lawapplying a MLTN Standard or under this Agreement) and shall be delivered to thenon-preparing party for its review and approval at least thirty (30) calendardays prior to the due date (including extensions) for such Straddle Pass-ThroughTax Return or Pre-Closing Pass-Through Tax Return, and the preparing party (asapplicable) shall incorporate any reasonable comments timely provided by thenon-preparing party with respect to any such Straddle Pass-Through Tax Return orPre-Closing Pass-Through Tax Return.

(b) Purchaser and the Company shall use reasonable best efforts toprovide each Company Equityholder (other than Blocker Corp) with a Schedule K-1(and similar applicable state Tax Returns), reflecting such CompanyEquityholder's allocable share of the Company's U.S. federal and state taxableincome for the taxable period ending on December 31, 2023, by June 30, 2024.

(c) For the avoidance of doubt: (i) Purchaser and the Representativeshall cause each of the Group Companies that is treated as a partnership forU.S. federal Income Tax purposes to (x) adopt the interim closing of the booksmethod utilizing a calendar day convention pursuant to Section 706(d) of theCode and Treasury Regulations thereunder (and any correspondence or similarApplicable Law) with respect to the transactions contemplated under thisAgreement, and (y) to file a Section 754 Election (to the extent such electionis not already in place); (ii) Purchaser and the Representative shall treat theClosing Date as the last day of the taxable period of Blocker Corp for all U.S.federal and applicable state Income Tax purposes, and Purchaser shall causeBlocker Corp to join Purchaser's "consolidated group" (as defined in TreasuryRegulations 1.1502-76(h)) effective on the day after the Closing Date; and(iii) any Transaction Tax Deductions shall be reported as deductions of BlockerCorp and the Group Companies in Pre-Closing Tax Periods in connection with thefiling of any Tax Return pursuant to this Section 6.12 to the maximum extentpermitted under Applicable Law applying a MLTN Standard.

(d) Purchaser shall not, and shall not permit any of its Affiliates,including Blocker Corp or any Group Company, to: (i) amend or refile anyPre-Closing Pass-Through Tax Return or Straddle Period Pass-Through Tax Returnof or with respect to any Group Company; (ii) extend or waive any statute oflimitations or other period for the assessment of any Tax or deficiency relatedto a Pre-Closing Pass-Through Tax Return or Straddle Period Pass-Through TaxReturn (other than filing such Tax Return on automatic extension in the ordinarycourse of business); (iii) voluntarily approach any Taxing Authority or initiateany "voluntary disclosure" with respect to any Pre-Closing Tax Period; or (iv)except as otherwise contemplated by this Agreement, make any Tax election, orchange any accounting method that may reasonably be expected to result in anincrease in Tax liabilities, or a decrease in the availability of any Taxattributes, of the Sellers, Blocker Corp or any Group Company for anyPre-Closing Tax Period or Straddle Period, in each case, without theRepresentative's prior written consent (not to be unreasonably withheld,conditioned, or delayed); provided, that the parties agree that it shall beunreasonable for the Representative to withhold its consent to an item describedin clause (iii) to the extent such action is required to be taken by ApplicableLaw.

(e) The parties hereto acknowledge that for U.S. federal and applicablestate and local Income Tax purposes the distributions undertaken pursuant to theReorganization are intended to qualify as a series of liquidating andnon-liquidating distributions in respect of which no gain or loss is recognizedpursuant to Section 731 of the Code (the "Intended Tax Treatment"). Each of theparties hereto further agrees to (and shall cause their Affiliates to) filetheir respective Tax Returns in a manner consistent with the Intended TaxTreatment (including for purposes of the determination of Accrued Income Taxes)and further agrees to not (and shall cause their Affiliates to not) take anyposition that is inconsistent with the Intended Tax Treatment unless otherwiserequired by applicable Law.

(f) On or before the Closing, the Company shall cause ECM Blocker LLC tofile a properly completed and fully executed Form 8832 with the Internal RevenueService requesting that ECM Blocker LLC change its classification for federalincome Tax purposes from a corporation to a disregarded entity effective as ofthe earliest date permitted pursuant to Revenue Procedure 2009-41.

Section 6.13 Cooperation. The Purchasers and the Representative shallcooperate in good faith, as and to the extent reasonably requested by the otherparty, in connection with the filing and preparation of Tax Returns with respectto Blocker Corp and the Group Companies and any Tax proceeding related thereto.Such cooperation shall include the retention and (upon any other party'srequest) the provision of records and information that are reasonably relevantto any such proceeding and making employees available on a mutually convenientbasis to provide additional information and explanation of any material providedhereunder. Notwithstanding anything to the contrary herein, the Purchasers andthe Representative agree that each party will retain, or cause its respectiveAffiliates to retain, as the case may be, all books and records with respect toTax matters pertinent to Blocker Corp and the Group Companies relating to anytaxable period beginning on or prior to the Closing Date until the expiration ofthe statute or period of limitations of the respective taxable periods (assumingfor this purpose the applicable all Tax Returns have been timely filed, aftertaking into account any requested or automatic extensions). The Purchasers, theGroup Companies, the Blocker Corp and the Representative further agree, uponrequest, to use their commercially reasonable efforts to obtain any certificateor other document from any Governmental Entity or any other Person as may benecessary to mitigate, reduce or eliminate any Tax that could be imposed inconnection with the transactions contemplated by this Agreement (including, butnot limited to, any withholding Taxes or transfer Taxes).

Section 6.14 Tax Contests. The Representative shall have the right tocontrol, at its expense, the portion of any audit, examination, or otheradministrative or judicial proceeding, contest, assessment, notice ofdeficiency, or other adjustment or proposed adjustment of the Group Companies orBlocker Corp ("Tax Contest") attributable to a Pre-Closing Pass-Through TaxReturn; providedthat, Purchaser shall have the right to participate at its ownexpense in any such Tax Contest, and the Representative shall not settle orcompromise any Tax Contest without Purchaser's consent (which shall not beunreasonably withheld, conditioned or delayed). Purchaser shall have the rightto control, at its own expense, the portion of any Tax Contest attributable to aStraddle Pass-Through Tax Return, provided that, the Representative shall havethe right to participate at its own expense in any such Tax Contest, andPurchaser shall not settle or compromise any such Tax Contest without theRepresentative's consent (which shall not be unreasonably withheld, conditionedor delayed). Purchaser shall give prompt written notice of any Tax Contest withrespect to a Pre-Closing Pass-Through Tax Return or Straddle Period Pass-ThroughTax Return to the Representative and shall execute appropriate powers ofattorney to the extent necessary so as to allow the Representative to controland settle or compromise or participate in any such Tax Contest to the extentrequired or permitted by this Section 6.14. Notwithstanding anything to thecontrary herein, Purchaser may make or require an election to push out any finalpartnership adjustments to the partners under Section 6226(a) of the Code (orany corresponding elections under Applicable Law) with respect to a Pass-ThroughTax Return for a Pre-Closing Tax Period or Straddle Period.

Section 6.15 Termination of Existing Tax Sharing Agreements. Any and allexisting Tax sharing agreements (whether written or not) binding on the BlockerCorp or the Group Companies (excluding any Contract entered into in the OrdinaryCourse of Business the principal purpose of which is not Taxes) shall beterminated as of the Effective Time. After the Effective Time, none of BlockerCorp or the Group Companies, nor any of their respective Affiliates andrepresentatives, shall have any further rights or liabilities thereunder.

Section 6.16 Representation and Warranty Policy. Exhibit F sets forth theconditional binder agreement pursuant to which Purchaser has obtained abuyer-side representation and warranty insurance policy underwritten by EuclidTransactional, LLC (the "Representation and Warranty Policy"). On or before theClosing Date, Purchaser shall obtain and bind the Representation and WarrantyPolicy. The Representation and Warranty Policy shall provide that the insurersthereunder may not seek to or enforce any subrogation rights it might haveagainst any Seller (except in the case of Fraud by such Seller). The cost of theRepresentation and Warranty Policy and any fees, costs or deductibles associatedtherewith shall be borne solely by Purchaser. Purchaser agrees not to make,enter into or consent to, any amendment to the Representation and WarrantyPolicy following the Closing that would adversely affect the rights orobligations of the Sellers hereunder or thereunder without the prior writtenconsent of the Representative.

Section 6.17 Exclusive Dealing. During the period from the date of thisAgreement through the earlier of the Closing or the termination of thisAgreement in accordance with its terms, the Company and Blocker Corp shall nottake, nor shall they permit any of their respective Affiliates, officers,directors, executive employees, representatives, consultants, financialadvisors, attorneys, accountants or other agents to take, any action to solicit,encourage, initiate or engage in discussions or negotiations with, or provideany information to or enter into any agreement with any Person (other than thePurchaser Parties or their Affiliates, officers, directors, employees,representatives, consultants, financial advisors, financing sources, attorneys,accountants and other agents) concerning any purchase of any of the GroupCompanies' or Blocker Corp's equity securities or any merger, sale of assetsoutside of the ordinary course of business or similar transaction involving orrelating to any Group Company or Blocker Corp, other than assets sold in theordinary course of business (each such acquisition transaction, an "AcquisitionTransaction"), and the Company and Blocker Corp shall, and shall cause theirrespective Affiliates and shall direct their respective officers, directors,executive employees, representatives, consultants, financial advisors,attorneys, accountants and other agents to, immediately cease and cause to beterminated all existing discussions, negotiations and other communications withany Person conducted heretofore with respect to any such AcquisitionTransaction.

Section 6.18 Blocker Corp Name Change. Promptly (and not later than three(3) Business Days) after the Closing, the Purchasers shall cause the name ofBlocker Corp to be changed so that it does not contain the word "Sentinel" andwill provide Representative with documentation reasonably acceptable toRepresentative demonstrating such name change.

Section 6.19 Financing.

(a) The Company and Blocker Corp shall, and the Company shall cause eachGroup Company to, at the sole expense of the Purchasers, use commerciallyreasonable efforts to provide on and prior to Closing such cooperation as may bereasonably requested by the Purchasers upon reasonable advance notice inconnection with the arrangement of any Financing (provided that such requestedcooperation does not unreasonably interfere with the ongoing operations of theCompany, Blocker Corp or any Group Company). Without limiting the generality ofthe foregoing sentence, the Company and Blocker Corp shall, and the Companyshall cause each Group Company to, use commercially reasonable efforts at andprior to Closing to, at the sole expense of the Purchasers:

(i) as promptly as reasonably practicable provide customary information(financial information (including up to two years of audited financialstatements and applicable unaudited interim financial statements prepared inaccordance with GAAP), or as otherwise pertinent) relating to Blocker Corp andthe Group Companies to the Financing Sources (including information to be usedin the preparation of an information package regarding the business andoperations of Blocker Corp and the Group Companies and, in the case of anyrequired pro forma financial statements, reasonably cooperating with Purchaserwith respect to Purchaser's preparation of pro forma financial statements, ineach case, customary or reasonably necessary for the completion of anyFinancing) to the extent reasonably requested in writing by the Purchaser andreasonably necessary or customary to prepare customary offering or informationdocuments to be used for the completion of any Financing, and otherwise providecustomary information, documents, authorization letters, and certificates, enterinto agreements, and take other actions that are or may be customary inconnection with any Financing or necessary to permit the Purchaser or any of itsAffiliates to fulfill conditions or obligations under any Financing document(including all documentation and other information required by bank regulatoryauthorities under applicable "know-your-customer" and anti-money launderingrules and regulations to the extent requested in writing at least five (5)Business Days prior to the Closing); provided that all such authorization,execution and delivery (excluding any customary authorization and representationletters required by any Financing Source and customarily effective prior to theclosing of an acquisition) shall be deemed to become effective only if and whenthe Closing occurs and shall be based on authorizations (including appointmentof directors and authorized officers) provided by, and derived exclusively fromthe authority of, the Purchasers as the controlling equityholder of Blocker Corpand the Group Companies as constituted upon giving effect to the Closing;

(ii) cooperate with the customary marketing and syndication efforts ofthe Purchaser, its Affiliates, and the Financing Sources, including makingavailable appropriate personnel with appropriate seniority (including auditorsof Blocker Corp and the Group Companies), participating in a reasonable numberof management and other meetings, lender presentations, due diligence sessions,drafting sessions, road shows, and rating agency presentations, on a customaryand reasonable basis and upon reasonable advance notice, at reasonable times andlocations in connection with the Financing, and providing such information asmay be necessary (provided that the Company has been given reasonable andappropriate advance opportunity to review such marketing materials), so that anywritten marketing materials solely as they relate to Blocker Corp or any GroupCompany do not and will not contain any material misstatement of fact relatingto Blocker Corp or any Group Company and do not omit and will not omit to stateany material fact necessary to make the statements therein relating to BlockerCorp or any Group Company, in light of the circumstances under which they weremade, not misleading;

(iii) provide reasonable and customary assistance with the preparation ofcustomary offering memoranda, rating agency presentations, lender presentations,roadshow presentations, private placement memoranda, prospectuses, and othersimilar documents, including records, data, or other information with respect toBlocker Corp or any Group Company reasonably necessary to support anystatistical information or claims relating to Blocker Corp or any Group Companyreasonably requested by the Financing Sources and appearing in theaforementioned materials of the type that would be customarily required for anyFinancing;

(iv) furnish the Purchaser and the Financing Sources as promptly aspracticable with financial statements and all other pertinent financialinformation about Blocker Corp or any Group Company in connection with theFinancing and reasonably necessary to allow the Purchaser to prepare pro formafinancial statements (including, without limitation, for the most recent fourfiscal quarter period ended at least forty-five (45) days prior to the ClosingDate) prepared in accordance with GAAP, financial data, business, and otherinformation regarding Blocker Corp or any Group Company of the type that wouldbe required by Regulation S-X (including Rule 3-05 thereof, but excludingsegment information, Rules 3-03(e), 3-09, 3-10, and 3-16 of Regulation S-X) andRegulation S-K (other than Item 402 and Item 601 of Regulation S-K, XBRLexhibits and information regarding executive compensation and related partydisclosure related to SEC Release Nos. 33-8732A, 34-54302A or IC-27444A), ineach case to the extent necessary for the Financing Sources to receive from theindependent auditors of Blocker Corp and the Group Companies customary "comfort"(including "negative assurance" comfort) with respect to the financialinformation of Blocker Corp and the Group Companies (on customary terms andconsistent with the accountants' customary practice) to be included in suchoffering memorandum, prospectus, private placement memorandum or other offeringdocument and which, with respect to any interim financial statements, shall havebeen reviewed by independent auditors of Blocker Corp and the Group Companies asprovided in AU 722; provided that the foregoing shall not include, andnotwithstanding anything to the contrary herein the Purchaser and/or itsAffiliates shall be solely responsible for, the preparation of pro formafinancial statements, cost savings, synergies, capitalization, and other proforma adjustments desired to be incorporated into any pro forma financialinformation;

(v) use commercially reasonable efforts to cause to be furnishedconsents of the auditor of Blocker Corp and the Group Companies for use of itsaudit reports in any materials related to the Financing (including any bonds)and in connection with any filings with any Governmental Entity (excludingstatutory foreign auditor consents);

(vi) subject to customary confidentiality provisions, provide customaryauthorization letters to the Financing Sources authorizing the distribution ofinformation to prospective lenders or investors (including customary 10b-5 andmaterial non-public information representations), to the extent the Company hashad a reasonable time period to review such information;

(vii) assist the Purchasers and its Affiliates in ensuring that thesyndication efforts relating to any Financing benefit from the existing bankingrelationships of Blocker Corp and the Group Companies;

(viii) execute and deliver, and facilitate the execution and delivery of,any definitive Financing documents (and assist in the preparation of applicableschedules and other information necessary in connection therewith),certificates, and other documents as may be reasonably requested by thePurchasers (including any credit agreements, indentures, notes, hedgingarrangements, and other certificates and documents and back-up therefor as maybe reasonably requested), including by (A) requesting that the appropriatemembers of the governing bodies and the appropriate officers of Blocker Corp andeach Group Company be available to the Purchasers and their counsel to signresolutions, certificates, and documents (in each case to be held in escrowpending the Closing) in connection with the authorization of the Financing andthe related documentation and the execution and delivery thereof in anticipationof the Closing (provided that all such authorization, execution, and deliveryshall be deemed to become effective only if and when the Closing occurs andshall be based on authorizations (including appointment of directors andauthorized officers) provided by, and derived exclusively from the authority of,the Purchasers as the controlling equityholder of Blocker Corp and the GroupCompanies as constituted after giving effect to the Closing), and (B)cooperating with the Purchasers to appoint the Purchasers' designees to thegoverning body of Blocker Corp and each Group Company immediately upon theClosing (provided that all such appointments shall be deemed to become effectiveonly if and when Closing occurs and shall be based on authorizations (includingappointment of directors and authorized officers) provided by, and derivedexclusively from the authority of, the Purchasers as the controllingequityholder of Blocker Corp and the Group Companies as constituted after givingeffect to the Closing); and

(ix) supplement the information regarding Blocker Corp and the GroupCompanies provided pursuant to the foregoing provisions of this Section 6.19(a)from time to time on a reasonably current basis to the extent that any suchinformation, to the knowledge of Blocker Corp or any Group Company, when takenas a whole and in light of the circumstances under which such information wasfurnished, contains any material misstatement of fact or omits to state anymaterial fact necessary to make such information not materially misleading.

Notwithstanding anything to the contrary herein, (1) except as otherwise setforth in this Agreement, prior to the Closing, neither the Company, nor BlockerCorp, nor any Group Company, nor any of their respective Affiliates, nor any oftheir respective directors, officers, employees or agents, shall be required topay any commitment or other similar fee, incur or become subject to any otherexpense, liability or obligation (other than reasonable out-of-pocket costs,subject to reimbursement by the Purchaser Parties in accordance with thisAgreement), or provide or agree to provide any indemnity in connection with anyFinancing; (2) neither the Company, Blocker Corp nor any Group Company nor anyof their respective officers, directors, or employees shall be required to (A)authorize, execute or enter into or perform any agreement with respect to anyFinancing that is not contingent upon the Closing occurring or that would beeffective prior to the Closing (other than any customary authorization lettersand any representation letters required by Blocker Corp's or any Group Company'sauditors in connection with the delivery of "comfort letters" in each case ascontemplated above), (B) enter into any resolution, consent, approval or similarcorporate action, including any relating to approving the Financing or anyguarantee or pledge of assets in connection therewith that is not contingent onthe Closing or (C) make any representation, warranty or certification as towhich the Company, Blocker Corp or any Group Company has determined reasonablyand in good faith that such representation, warranty or certification is nottrue; (3) nothing shall obligate the Company, Blocker Corp or any Group Companyto provide, or cause to be provided, any legal opinion by its counsel, or toprovide any information or take any action to the extent it would result in aviolation of Applicable Law (and the Company or Blocker Corp shall provideprompt written notice to the Purchaser of any such failure to act or to provideinformation, describing in reasonable detail the basis therefor); (4) nothingherein shall require cooperation or other actions or efforts on the part ofBlocker Corp, any Group Company or any of their Affiliates, or any of theirrespective directors, officers, employees or agents, in connection with theFinancing to the extent it would interfere unreasonably or materially with thebusiness or operations of the Group Companies or any of their respectiveAffiliates; (5) nothing herein shall require the board of directors or similargoverning body of Blocker Corp or any Group Company, prior to the Closing, toadopt resolutions approving the agreements, documents or instruments pursuant towhich the Financing is made (with such approval only by authorizations(including appointment of directors and authorized officers) provided by, andderived exclusively from the authority of, the Purchaser as the controllingequityholder of Blocker Corp and the Group Companies as constituted after givingeffect to the Closing); (6) nothing herein shall require cooperation that wouldcause any director, manager, officer, employee, stockholder, or equityholder ofany Group Company or Blocker Corp to incur any personal liability; (7) nothingherein shall require cooperation that would require providing access to ordisclosing information that any Group Company or Blocker Corp determinesreasonably and in good faith would be reasonably likely to waive any legalprivilege of the Group Company or Blocker Corp or any of their Affiliates (andBlocker Corp shall provide prompt written notice to the Purchaser of any suchdetermination); (8) nothing herein shall require cooperation that would violate,or result in the waiver of any benefit under, any material agreement (notentered into in contemplation hereof), this Agreement, or any Applicable Law towhich any Group Company or Blocker Corp is a party or to which any Group Companyor Blocker Corp is subject (and Blocker Corp shall provide prompt written noticeto the Purchaser of any such violation or waiver), provided, that the GroupCompanies and Blocker Corp, as applicable, shall take commercially reasonablesteps to obtain any necessary consent to permit such cooperation to the extentsuch a violation or waiver would otherwise occur as a result of suchcooperation; (9) no Group Company or Blocker Corp shall be required to provide,and the Purchaser Parties shall be solely responsible for, (x) any descriptionof all or any component of the Financing or (y) risk factors or otherforward-looking statements relating to all or any component of the Financing;and (10) any documentation, agreement, instrument or certificate required to bedelivered by any Group Company or Blocker Corp or its directors, officers oremployees on or after the Closing in connection with the Financing shall becomeeffective immediately after giving effect to the Closing (with such executionand delivery only by Persons who will be acting in such capacity for suchapplicable Persons following the Closing (and no certificate shall in any eventrequire any Person to make a certification that, in such Person's reasonablegood faith determination, is not true)). All information provided or madeavailable by or on behalf of any Group Company or Blocker Corp pursuant to thisSection 6.19(a) shall be kept confidential in accordance with theConfidentiality Agreement. The Purchaser Parties acknowledge and agree that theconsummation of the transactions contemplated by this Agreement is not subjectto, or otherwise conditioned on, the receipt by the Purchaser Parties of theproceeds of the Financing or any other financing (debt or equity).

(b) The Purchasers (i) shall, promptly upon request by the Company orBlocker Corp accompanied by a reasonably detailed invoice, reimburse the Companyor Blocker Corp for all reasonable and documented out-of-pocket costs andexpenses (including (A) reasonable attorneys' fees of one counsel and (B) feesand expenses of accounting firms engaged to assist in connection with anyFinancing, including performing additional requested procedures (includingincremental fees and expenses for any expedited or other reviews by independentauditors of Blocker Corp and the Group Companies as provided in AU 722),reviewing any offering documents, participating in any meetings and providingany comfort letters) incurred by Blocker Corp and/or the Group Companies ortheir respective directors, officers, employees, accountants, consultants, legalcounsel, agents, investment bankers and other representatives in connection withcooperation of the Company, Blocker Corp and the Group Companies in satisfyingtheir obligations under Section 6.19(a), and (ii) shall indemnify and holdharmless the Company, Blocker Corp and the Group Companies and their respectiverepresentatives from and against any and all losses suffered or incurred by themin connection with the arrangement of the Financing and the performance of theirrespective obligations under Section 6.19(a) and any information utilized inconnection therewith (other than historical information relating to the Companyor other information furnished in writing by or on behalf of the Company for usein connection with the Financing) except to the extent that such loss arisesfrom the Company's, Blocker Corp's or any of the Group Companies' or any oftheir respective representative's fraud or willful misconduct as determined by acourt of competent jurisdiction pursuant to a final non-appealable judicialdetermination.

(c) The Purchaser Parties will use commercially reasonable efforts toconsummate the Financing to the extent necessary to consummate the transactionscontemplated by this Agreement. Such actions shall include, but not be limitedto, using commercially reasonable efforts to do the following (in each case,subject to mandatory reductions (if any) in the amount of the Financingcontemplated under the Financing Commitment Letters, in each case in accordancewith the terms of the Financing Commitment Letters, and in each case to theextent necessary to consummate the Financing and to the extent necessary toconsummate the transactions contemplated by this Agreement): (i) maintain ineffect the Financing Commitment Letters (unless as a result of definitivedocuments having been entered into with respect to all or any of them; providedthat the amount that expired or terminated at any time under the FinancingCommitment Letters shall not exceed the amount committed under such definitivedocuments except to the extent the difference is not necessary to consummate thetransactions contemplated by this Agreement); (ii) satisfy on a timely basis allconditions to the Financing under the Financing Commitment Letters that arewithin its control; (iii) negotiate, execute and deliver the definitiveagreements, documents and certificates contemplated by the Financing thatreflect the terms contained in the Financing Commitment Letters; and (iv) obtainthe full amount of the Financing under the Financing Commitment Letters to theextent necessary to consummate the transactions contemplated by this Agreement.Further, the Purchaser Parties shall use commercially reasonable efforts toenforce their rights under the Financing Commitment Letters and cause thelenders thereunder to fund the full amount of the Financing under the FinancingCommitment Letters to the extent necessary to consummate the transactionscontemplated by this Agreement. The Purchaser Parties shall not permit or agreeto permit, without the prior written consent of Blocker Corp and the Company,any material amendment or modification to be made to, or any material waiver ofany provision or remedy under, the Financing Commitment Letters (it beingunderstood that the exercise of any "market flex" provisions contained in theapplicable fee letter shall be deemed not to be an amendment, modification orwaiver) to the extent the Financing Commitment Letters are necessary toconsummate the Financing and the transactions contemplated by this Agreement, inany such case if such amendment, modification or waiver would reasonably beexpected to (w) impose material new or additional conditions, or otherwisemodify or expand in any material respect any of the conditions, to the receiptof the Financing thereunder, (x) reduce the aggregate amount of the Financingthereunder (including by changing the amount of fees to be paid or originalissue discount) thereunder, other than to the extent in accordance with Section6.19(e), (y) other than to the extent in accordance with Section 6.19(e), makeit less likely that the Financing thereunder would be funded (including bymaking the conditions to obtaining such Financing less likely to occur) orotherwise prevent or delay or impair in any material respect the ability orlikelihood of Purchaser to timely consummate the Financing thereunder and (z)other than to the extent in accordance with Section 6.19(e), adversely impactthe ability of Purchaser to enforce their rights against the other parties tothe Financing Commitment Letters; provided, that the Purchaser may amend,supplement or modify the Financing Commitment Letters to add lead arrangers,bookrunners, syndication agents or similar entities (which additional leadarrangers, bookrunners, syndication agents or similar entities may also becomeFinancing Sources). The Purchaser Parties shall give Blocker Corp and theCompany prompt notice of any material breach by any party to the FinancingCommitment Letters of which any of the Purchaser Parties becomes aware. Withoutlimiting the Purchaser Parties' other obligations under this Agreement, butsubject to Section 6.19(e), if a Financing Failure Event occurs, the PurchaserParties shall notify Blocker Corp and the Company of such Financing FailureEvent, use commercially reasonable efforts to obtain alternative financing fromalternative financing sources on terms (including structure, covenants andpricing) not materially less beneficial to the Purchaser Parties (as reasonablydetermined by the Purchaser Parties), with financing sources reasonablysatisfactory to the Purchaser Parties, in an amount sufficient, and to theextent necessary, to consummate the transactions set forth in this Agreement tooccur on the Closing Date, as promptly as practicable following the occurrenceof such event, and use commercially reasonable efforts to obtain, and whenobtained, provide Blocker Corp and the Company with a copy of, one or more newfinancing commitments that provide for such alternative financing. Uponreasonable request therefor, the Purchaser Parties shall (x) keep the Companyreasonably informed on a reasonably current basis and in reasonable detail ofthe status of its efforts to arrange and consummate the Financing and (y)deliver to the Company copies of any such material amendment, restatement,amendment and restatement, supplement, modification, replacement, or waiverdescribed in this section (any fee letter relating to which may be redacted inthe same manner as the initial Financing Commitment Letters).

(d) Purchasers affirm that it is not a condition to Closing or to any ofits obligations under this Agreement that Purchasers obtain the Financing underthe Financing Commitment Letters or any other financing (debt or equity) for, orrelated to, the Merger or any of the other transactions contemplated hereby.

(e) Notwithstanding anything to the contrary in this Agreement, thePurchaser may terminate the commitments under one or more of the FinancingCommitment Letters (including any extensions or replacements thereof) and/orpermit the same to be reduced or expire in accordance with the terms of theFinancing Commitment Letters in full or in part (x) if, prior to suchtermination, reduction or expiration, the Purchaser provides Blocker Corp andthe Company with commercially reasonable evidence that the Purchaser has (andwill continue to have until at least the date that is five Business Days afterthe Outside Date as extended pursuant to Section 8.1(d) solely with respect toSection 7.1(a) and not in respect of Section 11.15(c)) other sources ofavailable funds (including, for purposes of this paragraph, cash on hand,availability under revolving credit agreements, term loans, proceeds from theissuance and sale of notes, or other similar sources of funds) in an aggregateamount sufficient to timely consummate the transactions contemplated by thisAgreement; provided that such sources of available funds would not prevent ordelay or impair in any material respect the ability or likelihood of Purchaserto timely consummate the transactions contemplated by this Agreement; (y) if thePurchaser replaces one or more of the Financing Commitment Letters as in effectat the time of such replacement, in full or in part, in accordance with Section6.19(c); providedthat the amount terminated shall not exceed the amount of suchreplacement except to the extent the difference is not necessary to consummatethe transactions contemplated by this Agreement; and/or (z) at any time afterthe date that is five Business Days after the Outside Date as extended pursuantto Section 8.1(d) (solely with respect to Section 7.1(a) and not in respect ofSection 11.15(c)).

Section 6.20 Special Environmental Indemnity.

(a) Subject to the terms, conditions and limitations of this Section6.20, from and after the Closing, Purchaser, Blocker Purchaser, SurvivingCompany, Surviving Blocker Corp and each of their Affiliates (including, fromand after the Closing, the Group Companies) and each of the officers, directorsand equityholders of the foregoing (each, an "Indemnified Party") shall beentitled to be indemnified and held harmless from and against reasonable,out-of-pocket costs, expenses, damages, liabilities or losses (excludingpunitive, special or exemplary damages or losses, unless the Indemnified Partyis liable to a third party for such damages or losses) ("Damages") arising outof, resulting from, or incurred in connection with any investigation, removal,remedial, cleanup, corrective, or compliance actions ("Remedial Actions")relating to any of the indemnifiable environmental conditions set forth onSchedule 6.20(a) hereof (each, an "Indemnifiable Environmental Condition" andcollectively, the "Indemnifiable Environmental Conditions"), in each case,solely from the Environmental Escrow Funds. The Indemnified Parties'indemnification rights under this Section 6.20 with respect to the IndemnifiableEnvironmental Conditions shall not apply to the portion of Damages that theIndemnified Parties or anyone acting on behalf of any of the Indemnified Parties(or, after the Closing Date, any Person other than the Sellers) has caused,contributed to or exacerbated any Indemnifiable Environmental Condition relatedto such Damages after the Closing Date. For avoidance of doubt, none of theIndemnified Parties shall be deemed to have caused or contributed to facts orconditions underlying an Indemnifiable Environmental Condition, to the extentsuch facts and conditions (including any exacerbation of facts or conditionexisting as of or prior to Closing) are the result of operation on or use of theapplicable property which are the same or substantially similar to operationsconducted on or use of the applicable property by a Group Company prior to theClosing, except to the extent that any Indemnified Party becomes actually awareof such underlying facts or conditions occurring after the Closing, thePurchaser fails to promptly notify the Representative in writing of suchunderlying facts or conditions, and any of the Sellers or their Affiliatessuffer actual material prejudice thereby.

(b) Notwithstanding anything to the contrary contained herein, noIndemnified Party shall be entitled to recovery of any funds from theEnvironmental Escrow Account for Damages relating to the IndemnifiableEnvironmental Conditions pursuant to this Section 6.20, (i) unless and until theIndemnified Parties, to the extent applicable, have sought recovery for any andall Damages indemnifiable hereunder from the other sources of indemnity, andpursued other remedies available to the Indemnified Parties, pursuant toagreements or escrow accounts existing prior to the date of this Agreement andset forth on Schedule 6.20(b) (collectively, the "Primary Recovery Sources"),and have used commercially reasonable efforts to seek to recover the maximumamount of such Damages pursuant to such applicable Primary Recovery Sourcesprior to being able to recover from the Environmental Escrow Account; provided,however, that (A) the Indemnified Parties shall be permitted to provide anIndemnification Claim Notice to the Representative and the Escrow Agent withrespect to such Damages prior to the determination of whether any PrimaryRecovery Source will cover such Damages, and (B) in no event shall theIndemnified Parties be required to litigate against the Primary Recovery Sourcesto recover such Damages, (ii) to the extent Remedial Actions exceed the minimumapplicable requirements under Environmental Laws, as long as such minimumapplicable requirements are approved by the relevant Governmental Authorities,including the use of lesser cleanup standards resulting from any site-specificrisk assessments, risk-based remedies, engineering controls, deed and land userestrictions and institutional controls, taking into account the continuedoperation of the property for industrial or commercial purposes, as used on theClosing Date; or (iii) on the basis of a breach of or inaccuracy in anyrepresentation or warranty of the Company contained in this Agreement that doesnot constitute an Indemnifiable Environmental Condition.

(c) The amount of any Damages for which indemnification is providedunder this Section 6.20 shall be net of (i) any amounts actually recovered bythe Indemnified Parties under any insurance policies in effect and applicable tosuch Damages and (ii) any amounts actually recovered by the Indemnified Party orany Group Company pursuant to any indemnification or contribution payment by anythird party in respect of any such claim (including all amounts actuallyrecovered by the Indemnified Parties from the Primary Recovery Sources). If theIndemnified Party receives an amount under any such insurance policy orindemnification or contribution payment from a third party (including thePrimary Recovery Sources) subsequent to any indemnification payment made to theIndemnified Party pursuant to this Section 6.20, the Indemnified Party shallpromptly pay any such amount to the extent previously recovered by anIndemnified Party in connection with this Section 6.20 to, if (x) prior to thethird (3rd) anniversary of the Closing Date, the Escrow Agent for deposit in theEnvironmental Escrow Account and (y) on or after the third (3rd) anniversary ofthe Closing Date, Paying Agent for further distribution by the Paying Agent toeach Seller of his, her or its portion of such amounts (as determined pursuantto Section 3.4and as set forth on the applicable Allocation Schedule). TheIndemnified Party shall use commercially reasonable efforts to mitigate allDamages; provided, that no Indemnified Party shall be required to make anymaterial monetary expenditure in regard to such mitigation.

(d) An Indemnified Party shall give prompt written notice (a"Indemnification Claim Notice") to the Representative and the Escrow Agent afterthe Indemnified Party first becomes aware of any event or other fact,circumstance or condition that has resulted or that is reasonably expected toresult in any Damages for which the Indemnified Party is entitled toindemnification under this Agreement, and such notice shall contain (i) adescription and, if known, calculable or reasonably capable of being estimatedthe estimated amount of any Damages incurred or reasonably expected to beincurred by the Indemnified Party and (ii) to the extent known, identificationof any insurance policy or policies or indemnification agreements (includingPrimary Recovery Sources) for which the Indemnified Party believes it and/or anyGroup Company may have coverage available in respect of such IndemnifiableEnvironmental Condition; provided, that failure to timely deliver such noticeshall not affect the indemnification provided hereunder except and only to theextent the Representative and/or Sellers are actually and materially prejudicedas a result of such failure. Any dispute regarding the Indemnified Party'sentitlement to indemnification in connection with an Indemnification ClaimNotice shall be resolved by any legally available means consistent with theprovisions of Section 11.14 and Section 11.15.

(e) The Indemnified Parties' sole and exclusive remedy with respect toany Damages indemnifiable pursuant to this Section 6.20(e) shall be theEnvironmental Escrow Funds paid out of the Environmental Escrow Account; anysuch payment of Damages to any Indemnified Party from the Environmental EscrowAccount shall reduce the Environmental Escrow Funds then outstanding by anamount equal to such Damages. Within three (3) Business Days following the third(3rd) anniversary of the Closing Date, the Representative and Purchaser shalldeliver joint written instructions to the Escrow Agent to cause the Escrow Agentto release all funds remaining in the Environmental Escrow Account to the PayingAgent, for further distribution by the Paying Agent to each Seller of his, heror its portion of such amounts (as determined pursuant to Section 3.4 and as setforth on the applicable Allocation Schedule); provided, that, in the event thatan Indemnification Claim Notice has been delivered to the Representative and theEscrow Agent setting forth a good faith bona fide claim for indemnity withrespect to an Indemnifiable Environmental Condition prior to the third (3rd)anniversary of the Closing Date, and such claim has not been fully resolved bythe third (3rd) anniversary of the Closing Date (including because a claim hasbeen made to a Primary Recovery Source for Damages that have not yet beenrecovered from the Environmental Escrow Account but such claim remains pending),an amount equal to the indemnifiable Damages reasonably expected to be incurredby the Indemnified Parties in connection with such claim shall be retained inthe Environmental Escrow Account (but, for the avoidance of doubt, not in excessof the Environmental Escrow Funds remaining as of such date) until such claim isfinally resolved and such indemnifiable Damages have been finally determinedwith respect thereto, and upon such final determination, all remainingEnvironmental Escrow Funds shall be released to the Paying Agent, for furtherdistribution by the Paying Agent to each Seller of his, her or its portion ofsuch amounts (as determined pursuant to Section 3.4 and as set forth on theapplicable Allocation Schedule), after giving effect to the release of anyamounts from the Environmental Escrow Account to the Indemnified Parties thatsuch Persons are entitled to, if any, pursuant to this Section 6.20(e) inrespect of such claim. The Indemnified Parties' rights pursuant to this Section6.20(e) shall terminate upon the release of all remaining Environmental EscrowFunds. The aggregate amount that may be recovered by the Indemnified Partieswith respect to all Indemnifiable Environmental Conditions shall be an amountequal to the Environmental Escrow Amount. Notwithstanding anything to thecontrary contained in this Agreement, in no event shall (i) the Representative,any Seller or any Affiliate thereof or any other Person have any direct orindirect liability or obligation in respect of any indemnification claim underthis Section 6.20(e) or (ii) the Indemnified Parties be entitled to recover anyDamages in respect of any indemnification claim made pursuant to this Section6.20 from any source other than the Environmental Escrow Account.

(f) From and after the Closing until the release of the EnvironmentalEscrow Funds pursuant to Section 6.20(e), the Indemnified Parties shall keep theRepresentative reasonably informed of all material developments and eventsrelating to Remedial Actions taken with respect to any IndemnifiableEnvironmental Conditions.

(g) Any indemnification payments made (or deemed to have been made) tothe Indemnified Parties pursuant to this Agreement shall be treated as anadjustment to the consideration paid by Purchaser hereunder, unless otherwiserequired by Applicable Law (including Code Section 483 (and any corresponding orsimilar provisions) that may impute interest).

 Article 7 CONDITIONS TO CLOSING

Section 7.1 Conditions to the Obligations of the Company, Blocker Corpand the Purchaser Parties. The obligations of the Company, Blocker Corp and thePurchaser Parties to consummate the transactions contemplated by this Agreementare subject to the satisfaction (or, if permitted by Applicable Law, waiver bythe party for whose benefit such condition exists) of the following conditionson or prior to the Closing:

(a) any applicable waiting period under the HSR Act (and any extensionthereof) relating to the transactions contemplated by this Agreement shall haveexpired or been terminated;

(b) no statute, rule, regulation, executive order, decree, temporaryrestraining order, preliminary or permanent injunction or other Order issued byany court of competent jurisdiction or other Governmental Entity or other legalrestraint or prohibition preventing the consummation of the transactionscontemplated by this Agreement shall be in effect; and

Section 7.2 Other Conditions to the Obligations of the Purchaser Parties.The obligations of the Purchaser Parties, as applicable, to consummate thetransactions contemplated by this Agreement are subject to the satisfaction or,if permitted by Applicable Law, waiver by such Persons of the following furtherconditions on or prior to the Closing:

(a) (i) the representations and warranties of the Company and BlockerCorp set forth in Article 4 (other than the representations and warranties setforth in Sections 4.1(a) through (d) (Organization), Section 4.2(a) through(e)(Capitalization), Section 4.3 (Authority), Section 4.16 (Brokers) and Section4.19 (Blocker Corp and ECM Entities)) shall be true and correct in all respectsas of the Closing Date as though made on and as of the Closing Date, except (x)to the extent such representations and warranties are made on and as of aspecified date, in which case the same shall have been true and correct as ofthe specified date and (y) to the extent that the facts, events andcircumstances that cause the representations and warranties set forth in Article4 to not be true and correct as of such dates have not had and would notreasonably be expected to have a Company Material Adverse Effect (provided thatfor the purposes of this clause (i), qualifications as to materiality andCompany Material Adverse Effect contained in such representations and warrantiesshall not be given effect), (ii) the representations and warranties of theCompany and Blocker Corp set forth in Sections 4.1(a) through (d)(Organization), Section 4.2(a) through (e) (Capitalization), Section 4.3(Authority), Section 4.16 (Brokers) and Section 4.19 (Blocker Corp and ECMEntities) shall be true and correct in all material respects as of the ClosingDate as though made on and as of the Closing Date;

(b) the Company and Blocker Corp shall have performed and complied inall material respects (measured with respect to the transactions contemplated bythis Agreement, taken as a whole) with all covenants required to be performed orcomplied with by them under this Agreement on or prior to the Closing Date;

(d) prior to or at the Closing, the Company shall have delivered toPurchaser the following closing documents:

(i) (A) a certificate, in a form reasonably acceptable to Purchaser, ofan authorized officer of the Company, dated as of the Closing Date, to theeffect that the conditions specified in Section 7.2(a), Section 7.2(b) andSection 7.2(c), each as applicable to the Company, are satisfied and (B) acertificate, in a form reasonably acceptable to Purchaser, of an authorizedofficer of Blocker Corp, dated as of the Closing Date, to the effect that theconditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c), eachas applicable to Blocker Corp, are satisfied;

(ii) a copy of the resolutions of Blocker Corp's and Company's board ofdirectors, in each case, authorizing the execution and delivery of the Agreementand the consummation of the transactions contemplated hereby, in form andsubstance reasonably acceptable to the Purchaser;

(iii) a copy of the Written Consent and the Blocker Written Consent;

(iv) duly executed terminations of the Management Services Agreement,Securityholders Agreement and Registration Rights Agreement that, in the case ofthe Management Services Agreement, provide none of Blocker Corp and any GroupCompany shall have any liability under such agreements;

(v) (A) duly executed IRS Form W-8 or W-9s (as applicable) from eachSeller; (B) certifications, under penalties of perjury, and in a form andsubstance reasonably satisfactory to Purchaser from Blocker Corp complying withthe provisions of Treasury Regulations 1.897-2(h) and 1.1445-2(c)(3) and (C)a duly executed statement from the Company satisfying the requirements ofTreasury Regulation Section 1.1445-11T(d)(2); and

(vi) customary payoff letters in form commercially reasonablysatisfactory to the Purchaser executed by the holders of all Closing Date FundedIndebtedness of the type referred to in clauses (i) and (ii) of the definitionof Funded Indebtedness, that, in each case, (A) reflect the amounts required inorder to pay in full such Funded Indebtedness (other than contingent obligationsnot then due customarily surviving payment in full) (the "Required PayoffAmounts") and (B) provide that, upon payment of such Required Payoff Amounts,all Liens and guarantees securing such Funded Indebtedness will be dischargedand automatically released and that the holders of such indebtedness (or theirapplicable representative(s)) agree effective upon such payment to returnpromptly thereafter any possessory collateral held in respect of such FundedIndebtedness to the Group Companies or their designee(s) and to provide fromtime to time on request of the Group Companies such Lien release documentationnecessary or reasonably requested to evidence the discharge, release andtermination in full of all Liens related to such indebtedness, including anyUniform Commercial Code termination statements; and

(e) the Escrow Agreement shall have been duly executed by theRepresentative and the Escrow Agent;

(f) the Paying Agent Agreement shall have been duly executed by theRepresentative and the Paying Agent; and

(g) duly executed resignations or removals of the directors, officersand managers of each of Blocker Corp and the Group Companies, as requested byPurchaser at least ten (10) Business Days prior to the Closing.

Section 7.3 Other Conditions to the Obligations of the Company andBlocker Corp. The obligations of the Company and Blocker Corp to consummate thetransactions contemplated by this Agreement are subject to the satisfaction or,if permitted by Applicable Law, waiver by the Company and the Representative ofthe following further conditions on or prior to the Closing:

(a) the representations and warranties of the Purchaser Parties setforth in Article 5 shall be true and correct in all material respects as of theClosing Date as though made on and as of the Closing Date, except to the extentsuch representations and warranties are made on and as of a specified date, inwhich case the same shall have been true and correct in all material respects asof the specified date;

(b) the Purchaser Parties shall each have performed and complied in allmaterial respects with all covenants required to be performed or complied withby them under this Agreement on or prior to the Closing Date; and

(i) (A) a certificate, in a form reasonably acceptable to the Company,of an authorized officer of Purchaser, dated the Closing Date, to the effectthat the conditions specified in Section 7.3(a) and Section 7.3(b), each asapplicable to Purchaser, are satisfied and (B) a certificate, in form reasonablyacceptable to the Company, of an authorized officer of Blocker Purchaser, datedthe Closing Date, to the effect that the conditions specified in Section 7.3(a)and Section 7.3(b), each as applicable to Blocker Purchaser, are satisfied; and

(ii) a copy of the resolutions of Purchaser's board of directors (orother governing body) and Merger Sub's board of directors (or other governingbody), in each case, authorizing the execution and delivery of the Agreement andthe consummation of the transactions contemplated hereby, in form and substancereasonably acceptable to the Company;

(d) the Escrow Agreement shall have been duly executed by Purchaser andthe Escrow Agent; and

(e) the Paying Agent Agreement shall have been duly executed byPurchaser and the Paying Agent.

Section 7.4 Frustration of Closing Conditions. No party hereto may relyon the failure of any condition set forth in this Article 7 to be satisfied ifsuch failure was caused by such party's failure to use reasonable best effortsto cause the Closing to occur, as required by Section 6.4.

 Article 8 TERMINATION; AMENDMENT; WAIVER

Section 8.1 Termination. This Agreement may be terminated and thetransactions contemplated herein may be abandoned at any time prior to theClosing:

(a) by mutual written consent of Purchaser and the Company;

(b) by Purchaser, if (i) any of the representations or warranties of theCompany and Blocker Corp set forth in Article 4 shall not be true and correctsuch that the condition to Closing set forth in Section 7.2(a) would not besatisfied and the breach or breaches causing such representations or warrantiesnot to be true and correct is not curable or not cured within ten (10) daysafter written notice thereof is delivered to the Company, or (ii) a covenant ofthe Company or Blocker Corp set forth in this Agreement is breached such thatthe condition to Closing set forth in Section 7.2(b) would not be satisfied andsuch breach is not curable or not cured within ten (10) days after writtennotice thereof is delivered to the Company; provided that Purchaser shall nothave the right to terminate this Agreement pursuant to this Section 8.1(b) ifany Purchaser Party is then in material violation or breach of any of theirrepresentations, warranties, obligations or covenants set forth in thisAgreement such that either of the conditions to Closing set forth in Section7.3(a) or Section 7.3(b) would not be satisfied;

(c) by the Company, if (i) any of the representations or warranties ofany Purchaser Party set forth in Article 5 shall not be true and correct suchthat the condition to Closing set forth in Section 7.3(a) would not be satisfiedand the breach or breaches causing such representations or warranties not to betrue and correct is not curable or not cured within ten (10) days after writtennotice thereof is delivered to Purchaser, or (ii) a covenant of any PurchaserParty set forth in this Agreement is breached such that the condition to Closingset forth in Section 7.3(b) would not be satisfied and such breach is notcurable or not cured within ten (10) days after written notice thereof isdelivered to Purchaser; provided that the Company shall not have the right toterminate this Agreement pursuant to this Section 8.1(c) if the Company orBlocker Corp is then in material violation or breach of any of theirrepresentations, warranties, obligations or covenants set forth in thisAgreement such that either of the conditions to Closing set forth in Section7.2(a) or Section 7.2(b) would not be satisfied;

(d) subject to Section 11.15(c), by Purchaser, if the Closing shall nothave been consummated on or prior to September 28, 2023 (the "Outside Date",provided that if, on the Outside Date, (A) all of the conditions set forth inArticle 7 shall have been satisfied or waived other than the conditions setforth in Section 7.1(a) and those conditions that by their nature are to besatisfied at the Closing (if such conditions would be satisfied or validlywaived were the Closing to occur at such time), and (B) either Purchaser or theCompany provide notice in writing to the other to extend the Outside Date, thenthe original Outside Date shall be extended for all purposes hereunder to sixty(60) days after the Outside Date (and in such case, the Outside Date, as soextended, shall be the "Outside Date" for purposes of this Agreement)), providedthat Purchaser shall not have the right to terminate this Agreement pursuant tothis Section 8.1(d) if the failure to consummate the Closing on or prior to theOutside Date is the result of a breach by a Purchaser Party of itsrepresentations, warranties, obligations or covenants under this Agreement or ifa Purchaser Party is otherwise in material breach of any of its covenants,obligations, representations or warranties set forth in this Agreement such thateither of the conditions to Closing set forth in Section 7.3(a) or Section7.3(b) would not be satisfied;

(e) subject to Section 11.15(c), by the Company, if the Closing shallnot have been consummated on or prior to the Outside Date; provided that theCompany shall not have the right to terminate this Agreement pursuant to thisSection 8.1(e) if the failure to consummate the Closing on or prior to theOutside Date is the result of a breach by the Company or Blocker Corp of itsrepresentations, warranties, obligations or covenants under this Agreement or ifthe Company or Blocker Corp is otherwise in material breach of any of itscovenants, obligations, representations or warranties set forth in thisAgreement such that either of the conditions to Closing set forth in Section7.2(a) or Section 7.2(b) would not be satisfied;

(f) by either Purchaser or by the Company, if any Governmental Entityshall have issued an Order or taken any other action permanently enjoining,restraining or otherwise prohibiting the Closing and such Order or other actionshall have become final and nonappealable; provided that the party heretoseeking to terminate this Agreement pursuant to this Section 8.1(f) shall haveused reasonable best efforts to remove such Order, and such Order shall not havebeen principally caused by the breach by such party of its covenants oragreements under this Agreement; or

(g) by the Company, if (i) all of the conditions set forth in Section7.1 and Section 7.2 (other than any conditions (A) the failure of which to besatisfied is attributable to a breach by any Purchaser Party of anyrepresentation, warranty, agreement or covenant contained in this Agreement, or(B) that by their terms are to be satisfied at the Closing; provided that suchconditions described in this clause (B) shall have been capable of beingsatisfied as of the date of termination of this Agreement) have been satisfiedor validly waived by the applicable Purchaser Parties, (ii) the Company shallhave irrevocably confirmed to Purchaser in a written notice that if thePurchaser Parties perform their obligations hereunder to consummate the Closing,the Company and Blocker Corp are ready, willing and able to (and shall) performtheir obligations in connection with effectuating the Closing, and (iii) thePurchaser Parties fail to consummate the transactions contemplated by theClosing on the date the Closing should have occurred pursuant to Section 2.1or,if later, within one (1) Business Day after the delivery of such notice.

Section 8.2 Notice of Termination. Any party desiring to terminate thisAgreement pursuant to Section 8.1 shall give written notice of such terminationto the other parties to this Agreement.

Section 8.3 Effect of Termination.

(a) In the event of the termination of this Agreement pursuant toSection 8.1, this entire Agreement shall forthwith become void (and there shallbe no liability or obligation on the part of any Purchaser Party, the Company orBlocker Corp or their respective officers, directors or equityholders) with theexception of (a) the provisions of this Section 8.3, Article 10, Article 11 andthe last sentence of Section 6.3, and (b) any liability of any party hereto forany willful breach of this Agreement (which, for the avoidance of doubt, shallbe deemed to include any failure by any Purchaser Party to consummate thetransactions contemplated by this Agreement if it is obligated to do sohereunder) prior to such termination.

 Article 9 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS; RELEASE

Section 9.1 Survival of Representations and Covenants. Except as itrelates to a claim for Fraud, other than the representations set forth inSection 4.22 and Section 5.9, the representations and warranties of the Company,Blocker Corp, Guarantor and the Purchaser Parties contained in this Agreementshall terminate at the Closing (it being understood and agreed that the GroupCompanies and Blocker Corp are being acquired by the Purchasers on an "as iswhere is basis", subject in all respects to the effects of the Reorganization).In addition, the covenants and agreements of the Company, Blocker Corp,Guarantor and Purchaser Parties contained in this Agreement which by their termsare to be performed prior to the Closing shall terminate at the Closing and haveno further force or effect. As such, it is acknowledged and agreed thatfollowing the Closing, other than a claim against a party hereto for Fraudcommitted by such party, no Seller shall have any liability or responsibilityfor, and no Purchaser Party or any of its Affiliates, representatives, agents,officers, directors or employees shall have recourse under this Agreement orotherwise for, any breach of or inaccuracy in any such representation orwarranty or any breach or nonfulfillment of any covenant, condition or agreementrequired to be performed or fulfilled prior to the Closing. The covenants andagreements to be performed at the Closing (including agreements to make paymentshereunder) or that by their terms survive the Closing shall survive the Closing(in accordance with their respective terms, as applicable).

Section 9.2 Release. Effective as of the Closing, except in the case ofFraud or for any rights or obligations under this Agreement (including the rightto recover funds from the Environmental Escrow Funds as expressly providedunder, and subject to the limitations set forth in, Section 6.20) or the otherAncillary Documents, the Guarantor, on its own behalf, and the PurchaserParties, on their own behalf and on behalf of, after the Closing, the GroupCompanies and Blocker Corp and each of their respective Affiliates (each, a"Releasing Party"), hereby irrevocably releases and discharges the Sellers andtheir respective past, present and future directors, officers, managers,employees, members, partners, shareholders, agents, attorneys, advisors,representatives, successors, and assigns (collectively, the "Released Parties")from any and all debts, losses, costs, bonds, suits, actions, causes of action,liabilities, Taxes, contributions, attorneys' fees, interest, damages, punitivedamages, expenses, claims, potential claims, counterclaims, cross-claims ordemands, in law or in equity, asserted or unasserted, express or implied, knownor unknown, matured or unmatured, contingent or vested, liquidated orunliquidated, of any kind or nature or description whatsoever, that theReleasing Party had, presently has or may hereafter have or claim or assert tohave against any of the Released Parties arising on or prior to the Closing tothe extent relating to the Group Companies or Blocker Corp (collectively, the"Released Claims"). This release is intended to be a complete and generalrelease with respect to the Released Claims, and specifically includes claimsthat are known, unknown, fixed, contingent or conditional, including withoutlimitation, breach of fiduciary duty, claims arising under the ComprehensiveEnvironmental Response, Compensation and Liability Act, as amended, or any otherEnvironmental Laws (which, for the avoidance of doubt, does not include theright to recover funds from the Environmental Escrow Funds as expressly providedunder, and subject to the limitations set forth in, Section 6.20), or claimsarising under the Securities Act, or any other federal, state, blue sky or locallaw dealing with any securities.

 Article 10 REPRESENTATIVE OF SELLERS

Section 10.1 Authorization of Representative.

(a) Sentinel Capital Partners, L.L.C. is hereby appointed, authorizedand empowered to act as a representative (the "Representative"), for the benefitof the Sellers, as the exclusive agent and attorney-in-fact to act on behalf ofeach Seller, in connection with and to facilitate the consummation of thetransactions contemplated hereby, including pursuant to the Escrow Agreement andthe Paying Agent Agreement, which shall include the power and authority:

(i) to execute and deliver the Escrow Agreement, the Paying AgentAgreement and any other Ancillary Documents (with such modifications or changestherein as to which the Representative, in its sole discretion, shall haveconsented) and to agree to such amendments or modifications thereto as theRepresentative, in its sole discretion, determines to be desirable;

(ii) to execute and deliver such waivers and consents in connection withthis Agreement and the Ancillary Documents and the consummation of thetransactions contemplated hereby and thereby as the Representative, in its solediscretion, may deem necessary or desirable;

(iii) to use the Representative Expense Amount to satisfy costs, expensesand/or liabilities of the Representative or the Sellers in connection withmatters related to this Agreement and/or the Ancillary Documents, with anybalance of the Representative Expense Amount not used for such purposes to bedisbursed and paid to the Sellers (or to the Paying Agent for furtherdistribution to the Sellers) in accordance with Section 3.4 at such time as theRepresentative determines in its sole discretion that no additional such costs,expenses and/or liabilities shall become due and payable (provided that at thetime of such disbursement to the Sellers, the Representative may, at its optionand in lieu of making payments directly to Sellers who are then employees of theGroup Companies and/or their Affiliates, pay to the Group Companies, an amountequal to the portion of such balance of the Representative Expense Amount whichwould otherwise be paid to Sellers who are then employees of the Group Companiesand/or their Affiliates, and the Company shall be obligated to make, or cause tobe made, the applicable payments to such employees);

(iv) to collect and receive all moneys and other proceeds and propertypayable to the Representative from the Escrow Account, and, subject to anyapplicable withholding retention laws, and net of any out-of-pocket expensesincurred by the Representative (including any Seller Expenses paid by theRepresentative in excess of the Representative Expense Amount), theRepresentative shall disburse and pay the same to the Sellers in accordance withSection 3.4 at such time as the Representative determines in its reasonablediscretion (providedthat at the time of such disbursement to the Sellers, theRepresentative may, at its option and in lieu of making payments directly toSellers who are then employees of the Group Companies and/or their Affiliates,pay to the Group Companies, an amount equal to the portion of such balance ofthe Representative Expense Amount which would otherwise be paid to Sellers whoare then employees of the Group Companies and/or their Affiliates, and theCompany shall be obligated to make, or cause to be made, the applicable paymentsto such employees);

(v) to enforce and protect the rights and interests of the Sellers andto enforce and protect the rights and interests of the Representative arisingout of or under or in any manner relating to this Agreement, the EscrowAgreement, the Paying Agent Agreement and each other agreement, document,instrument or certificate referred to herein or therein or the transactionsprovided for herein or therein, and to take any and all actions which theRepresentative believes are necessary or appropriate under the Escrow Agreement,the Paying Agent Agreement and/or this Agreement for and on behalf of theSellers, including asserting or pursuing any claim, action, proceeding orinvestigation (a "Claim") against any Purchaser Party or their Affiliates(including the Company and Blocker Corp following the Closing), defending anyClaims or claims against the Sellers, consenting to, compromising or settlingany such Claims, conducting negotiations with the Purchaser Parties, theirAffiliates (including the Company and Blocker Corp following the Closing) ortheir respective representatives regarding such Claims, and, in connectiontherewith, to: (A) assert any claim or institute any action, proceeding orinvestigation; (B) investigate, defend, contest or litigate any claim, action,proceeding or investigation initiated by a Purchaser Party, their Affiliates(including the Company and Blocker Corp following the Closing) or any otherPerson, or by any federal, state or local Governmental Entity against theRepresentative and/or any of the Sellers or the Escrow Funds, and receiveprocess on behalf of any or all Sellers in any such claim, action, proceeding orinvestigation and compromise or settle on such terms as the Representative shalldetermine to be appropriate, and give receipts, releases and discharges withrespect to, any such claim, action, proceeding or investigation; (C) file anyproofs of debt, claims and petitions as the Representative may deem advisable ornecessary; (D) settle or compromise any claims asserted under the EscrowAgreement or the Paying Agent Agreement; and (E) file and prosecute appeals fromany decision, judgment or award rendered in any such action, proceeding orinvestigation, it being understood that the Representative shall not have anyobligation to take any such actions, and shall not have any liability for anyfailure to take any such actions;

(vi) to refrain from enforcing any right of any Seller and/or theRepresentative arising out of or under or in any manner relating to thisAgreement, the Escrow Agreement, the Paying Agent Agreement or any otheragreement, instrument or document in connection with the foregoing; provided,however, that no such failure to act on the part of the Representative, exceptas otherwise provided in this Agreement or in the Escrow Agreement or the PayingAgent Agreement, shall be deemed a waiver of any such right or interest by theRepresentative or by such Seller unless such waiver is made in accordance withSection 11.10 and in writing signed by the waiving party or by theRepresentative; and

(vii) to make, execute, acknowledge and deliver all such other agreements,guarantees, orders, receipts, endorsements, notices, requests, instructions,certificates, stock powers, letters and other writings, and, in general, to doany and all things and to take any and all action that the Representative, inits sole and absolute discretion, may consider necessary or proper or convenientin connection with or to carry out the transactions contemplated by thisAgreement, the Ancillary Documents, and all other agreements, documents orinstruments referred to herein or therein or executed in connection herewith andtherewith.

(b) The Representative shall not be entitled to any fee, commission orother compensation for the performance of its services hereunder, but shall beentitled to reimbursement from the Sellers of all its expenses incurred as theRepresentative. In connection with this Agreement, the Escrow Agreement, thePaying Agent Agreement and any instrument, agreement or document relating heretoor thereto, and in exercising or failing to exercise all or any of the powersconferred upon the Representative hereunder (i) the Representative shall incurno responsibility whatsoever to any Seller by reason of any error in judgment orother act or omission performed or omitted hereunder or in connection with theEscrow Agreement, the Paying Agent Agreement or any such other agreement,instrument or document, excepting only responsibility for any act or failure toact which represents willful misconduct and (ii) the Representative shall beentitled to rely on the advice of counsel, public accountants or otherindependent experts experienced in the matter at issue, and any error injudgment or other act or omission of the Representative pursuant to such adviceshall in no event subject the Representative to liability to any Seller. EachSeller shall indemnify, in accordance with the last sentence of this Section10.1(b), the Representative against all losses, damages, liabilities, claims,obligations, costs and expenses, including reasonable attorneys', accountants'and other experts' fees and the amount of any judgment against them, of anynature whatsoever (including, but not limited to, any and all expense whatsoeverreasonably incurred in investigating, preparing or defending against anylitigation, commenced or threatened or any claims whatsoever), arising out of orin connection with any claim, investigation, challenge, action or proceeding orin connection with any appeal thereof, relating to the acts or omissions of theRepresentative hereunder, or under the Escrow Agreement or the Paying AgentAgreement or otherwise in its capacity as the Representative. The foregoingindemnification shall not apply in the event of any action or proceeding whichfinally adjudicates the liability of the Representative hereunder for itswillful misconduct. In the event of any indemnification hereunder, upon writtennotice from the Representative to a Seller as to the existence of a deficiencytoward the payment of any such indemnification amount, such Seller shallpromptly deliver to the Representative full payment of his, her or its portionof the amount of such deficiency, in accordance with the last sentence of thisSection 10.1(b). The Sellers' indemnity obligations referred to in this Section10.1(b) shall be borne among the Sellers in a "reverse waterfall" manner whichpreserves the distribution preferences set forth in Section 7.2 of the LLCAgreement, as in effect immediately prior to the Closing, taking into accountall consideration provided to the Sellers hereunder, in each case as determinedin the good faith discretion of the Representative.

(c) The parties hereto acknowledge and agree that the Representative isa party to this Agreement solely to perform certain administrative functions inconnection with the consummation of the transactions contemplated hereby.Accordingly, the parties hereto acknowledge and agree that the Representativeshall have no liability to any party hereto in connection with any obligationsof the Representative under this Agreement, the Escrow Agreement or the PayingAgent Agreement or otherwise in respect of this Agreement or the transactionscontemplated hereby, except to the extent proven to be the direct result ofwillful misconduct by the Representative in connection with the performance ofits obligations hereunder or under the Escrow Agreement or the Paying AgentAgreement.

(d) All of the indemnities, immunities and powers granted to theRepresentative under this Agreement shall survive the Closing Date and/or anytermination of this Agreement and/or the Ancillary Documents.

(e) The Purchasers and the Group Companies shall (i) be entitled to dealexclusively with the Representative on all matters relating to this Agreement(with respect to matters regarding Sellers) and (ii) have the right to rely,without independent investigation or verification, upon all decisions,communications or writings made, given or executed by the Representative (withrespect to matters regarding Sellers) and actions taken or omitted to be takenby the Representative pursuant to this Agreement, the Escrow Agreement and thePaying Agent Agreement, all of which actions or omissions shall be legallybinding upon the Sellers.

(f) The grant of authority provided for herein (i) is coupled with aninterest and shall be irrevocable and survive the death, incompetency,bankruptcy or liquidation of any Seller, and (ii) shall survive the consummationof the transactions contemplated by this Agreement.

 Article 11 MISCELLANEOUS

Section 11.1 Entire Agreement; Assignment. This Agreement, the AncillaryDocuments and the Confidentiality Agreement constitute the entire agreementamong the parties hereto with respect to the subject matter hereof andsupersedes all other prior agreements and understandings, both written and oral,among the parties hereto with respect to the subject matter hereof. ThisAgreement may not be assigned by any party hereto (whether by operation of lawor otherwise), without the prior written consent of Purchaser and theRepresentative, except that (i) either Purchaser may assign this Agreementwithout consent to any of its Affiliates (provided that any such assignmentshall not relieve such Purchaser of its obligations hereunder), and (ii) eitherPurchaser may assign its rights (but not its obligations) hereunder ascollateral to any Financing Sources. Any attempted assignment of this Agreementnot in accordance with the terms of this Section 11.1 shall be void.

Section 11.2 Notices. Except as otherwise expressly and specificallyprovided herein, all notices, requests, claims, demands and other communicationshereunder shall be in writing and shall be given (a) when personally delivered,(b) when transmitted by E-mail (having obtained electronic delivery confirmationthereof, including a "read receipt" or, if the sender on the same day sends aconfirming copy of such notice by a recognized overnight delivery service), (c)the day following the day on which the same has been delivered prepaid to areputable national overnight air courier service, or (d) the third (3rd)Business Day following the day on which the same is sent by registered orcertified mail (postage prepaid, return receipt requested) to the other partieshereto as follows:

To any Purchaser Party, the Guarantor or, following the Closing, the SurvivingCompany or Surviving Blocker Corp:

c/o nVent Electric plc1665 Utica Avenue, Suite 700St. Louis Park, MN 55416Email:Attention: Shawna Fullerton; Alpha Khaldi

with a copy (which shall not constitute notice to a Purchaser Party or,following the Closing, the Surviving Company or Surviving Blocker Corp) to:

Foley & Lardner LLP

777 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: John K. Wilson; Jason Hille

Email:

To the Representative:

Sentinel Capital Partners L.L.C.c/o Sentinel Capital PartnersOne Vanderbilt Avenue, 53rd FloorNew York, NY 10017Attention: Eric Bommer; John Van Sickle; Vincent TaurassiE-mail:

with a copy (which shall not constitute notice to the Representative) to:

Kirkland & Ellis LLP601 Lexington AvenueNew York, NY 10022Attention: Drew N. Grabel, Esq.; Douglas DiMedioE-mail:

To the Sellers or, prior to the Closing, the Company or Blocker Corp:

Sentinel Capital Partners L.L.C.c/o Sentinel Capital PartnersOne Vanderbilt Avenue, 53rd FloorNew York, NY 10017Attention: Eric Bommer; John Van Sickle; Vincent TaurassiE-mail:

with a copy (which shall not constitute notice to the Sellers or, prior to theClosing, Company or Blocker Corp) to:

Kirkland & Ellis LLP601 Lexington AvenueNew York, NY 10022Attention: Drew N. Grabel, Esq.; Douglas DiMedioE-mail:

or to such other address as the Person to whom notice is given may havepreviously furnished to the other in writing in the manner set forth above.

Section 11.3 Fees and Expenses. Except as otherwise set forth in thisAgreement, whether or not the Closing occurs or the transactions contemplatedhereby are consummated, all fees and expenses incurred in connection with thisAgreement and the transactions contemplated by this Agreement, including thefees and disbursements of counsel, financial advisors, accountants and otherrepresentatives and advisors, shall be paid by the party hereto incurring suchfees or expenses; provided that upon the Closing, Unpaid Seller Expenses shallbe paid in accordance with Section 3.2(a)(vi).

Section 11.4 Construction; Interpretation. The term "this Agreement" meansthis Merger Agreement together with all Schedules and exhibits hereto, as thesame may from time to time be amended, modified, supplemented or restated inaccordance with the terms hereof. The headings contained in this Agreement areinserted for convenience only and shall not affect in any way the meaning orinterpretation of this Agreement. No party hereto, nor its respective counsel,shall be deemed the drafter of this Agreement for purposes of construing orenforcing the provisions hereof, and all provisions of this Agreement shall beconstrued according to their fair meaning and not strictly for or against anyparty and no presumption or burden of proof will arise favoring or disfavoringany Person by virtue of its authorship of any provision of this Agreement.Unless otherwise indicated to the contrary herein by the context or use thereof:(i) the words, "herein," "hereto," "hereof" and words of similar import refer tothis Agreement as a whole, including the Schedules and exhibits, and not to anyparticular section, subsection, paragraph, subparagraph or clause contained inthis Agreement; (ii) masculine gender shall also include the feminine andneutral genders, and vice versa; (iii) words importing the singular shall alsoinclude the plural, and vice versa; (iv) the words "include," "includes" or"including" shall be deemed to be followed by the words "without limitation";(v) except as otherwise set forth in this Agreement, any accounting terms shallbe given their definition under GAAP; (vi) references to a particular statute orregulation include all rules and regulations thereunder as in effect as of thetime to which such reference relates; (vii) the word "will" shall have the samemeaning as the word "shall"; (viii) the word "extent" in the phrase "to theextent" shall mean the degree to which a subject or other thing extends, andsuch phrase shall not mean simply "if"; (ix) references to "dollar", "dollars"or "$" shall be to the lawful currency of the United States; (x) references to"day" or "days" in the lower case means calendar days; (xi) references to "datehereof" are to the date of this Agreement; (xii) references to any ApplicableLaw or Contract are to that Applicable Law or Contract as amended, modified orsupplemented from time to time in accordance with the terms hereof and thereof,unless the context expressly contemplates otherwise; (xiii) the words "party" or"parties" shall refer to parties to this Agreement; (xiv) references to aparticular Person include such Person's successors and assigns to the extent notprohibited by this Agreement; and (xv) the word "or" shall be disjunctive butnot exclusive. Except as otherwise indicated, all references in this Agreementto sections, exhibits and schedules are intended to refer to the sections of,exhibits and schedules to this Agreement.

Section 11.5 Time of the Essence; Computation of Time. Time is of theessence for each and every provision of this Agreement. In the computation ofperiods of time from a specified date to a later specified date, the word "from"means "from and including" and the words "to" and "until" mean "to butexcluding" and the word "through" means "to and including." Whenever thisAgreement refers to a number of days, such number shall refer to calendar daysunless Business Days are specified. Whenever the last day for the exercise ofany privilege or the discharge of any duty hereunder shall fall upon a day thatis not a Business Day, the party having such privilege or duty may exercise suchprivilege or discharge such duty on the next succeeding day that is a BusinessDay.

Section 11.6 Exhibits and Schedules. All exhibits and Schedules or otherdocuments expressly incorporated into this Agreement, are hereby incorporatedinto this Agreement and are hereby made a part hereof as if set out in full inthis Agreement. Headings have been inserted in the Schedules for convenience ofreference only. Any item disclosed on any Schedule referenced by a particularsection in this Agreement shall be deemed to have been disclosed with respect toevery other section in this Agreement if the relevance of such disclosure tosuch other section is reasonably apparent. The specification of any dollaramount in the representations or warranties contained in this Agreement or theinclusion of any specific item in any Schedule is not intended to imply thatsuch amounts, or higher or lower amounts or the items so included or otheritems, are or are not material, and no party shall use the fact of the settingof such amounts or the inclusion of any such item in any dispute or controversyas to whether any obligation, items or matter not described herein or includedin a Schedule is or is not material for purposes of this Agreement. Inclusion ofany item in the Schedules shall not constitute, or be deemed to be, an admissionof liability or responsibility of any party to any third party in connectionwith any pending or threatened Claim. The disclosure with respect to anyContract or other document referred to in the Schedules shall be qualified inits entirety by reference to the terms thereof. The Schedules and theinformation and statements contained therein are not intended to constitute, andshall not be construed as constituting, representations, warranties, covenants,agreements or obligations of the Company, except as and to the extent expresslyprovided in this Agreement, nor shall they be taken as extending the scope ofany representation, warranty, covenant, agreement or obligation set out in thisAgreement. Any capitalized term used in any Exhibit or Schedule but nototherwise defined therein shall have the meaning given to such term in thisAgreement.

Section 11.7 Parties in Interest. This Agreement shall be binding upon andinure solely to the benefit of each party and its successors and permittedassigns and nothing in this Agreement, express or implied, is intended to orshall confer upon any other Person any rights, benefits or remedies of anynature whatsoever under or by reason of this Agreement. Notwithstanding theforegoing, (i) the Company Equityholders as of immediately prior to the Closingare third party beneficiaries of Article 9 and Article 10 of this Agreement,(ii) the Released Parties are third party beneficiaries of Section 9.2, (iii)the directors, officers, employees and agents of each Group Company prior to theClosing are third party beneficiaries of Section 6.5 of this Agreement, and (iv)the Financing Sources shall be express third party beneficiaries of this Section11.7, Section 11.9, Section 11.14, and, and each of such Sections shallexpressly inure to the benefit of the Financing Sources and the FinancingSources shall be entitled to rely on and enforce the provisions of suchSections.

Section 11.8 Severability. Whenever possible, each provision of thisAgreement will be interpreted in such a manner as to be effective and validunder Applicable Law, but if any term or other provision of this Agreement isheld to be invalid, illegal or unenforceable under Applicable Law, all otherprovisions of this Agreement shall remain in full force and effect so long asthe economic or legal substance of the transactions contemplated hereby is notaffected in any manner materially adverse to any party hereto. Upon suchdetermination that any term or other provision of this Agreement is invalid,illegal or unenforceable under Applicable Law, the parties hereto shallnegotiate in good faith to modify this Agreement so as to effect the originalintent of the parties as closely as possible in an acceptable manner in orderthat the transactions contemplated hereby are consummated as originallycontemplated to the greatest extent possible.

Section 11.9 Amendment. Prior to the Effective Time, subject to ApplicableLaw (including the DLLCA and DGCL) and Section 11.10, this Agreement may beamended or modified only by a written agreement executed and delivered by dulyauthorized officers of Purchaser, the Company and the Representative. After theEffective Time, subject to Applicable Law (including the DLLCA and DGCL), thisAgreement may be amended or modified only by written agreement executed anddelivered by duly authorized officers of Purchaser and the Representative.Notwithstanding the foregoing, this Section 11.9, Section 11.7, Section 11.14,and Section 11.18 (and any related definitions insofar as they affect suchSections) may not be amended, supplemented, waived, or otherwise modified, ineach case, without the prior written consent of the Financing Sources. ThisAgreement may not be modified or amended except as provided in the immediatelypreceding three sentences and any purported amendment by any party or partieshereto effected in a manner which does not comply with this Section 11.9 shallbe void.

Section 11.10 Extension; Waiver. The Company (at any time prior to theClosing), and the Representative, on behalf of the Sellers, may (a) extend thetime for the performance of any of the obligations or other acts of anyPurchaser Party, and following the Closing, the Surviving Company or BlockerCorp contained herein, (b) waive any inaccuracies in the representations andwarranties of the Purchaser Parties contained herein or in any document,certificate or writing delivered by a Purchaser Party pursuant hereto or(c) waive compliance by a Purchaser Party, and following the Closing, theSurviving Company or Blocker Corp, with any of the agreements or conditionscontained herein. Purchaser may, at any time, (i) extend the time for theperformance of any of the obligations or other acts of the Sellers, and prior tothe Closing, the Company or Blocker Corp, contained herein, (ii) waive anyinaccuracies in the representations and warranties of the Company or BlockerCorp contained herein or in any document, certificate or writing delivered bythe Company, Blocker Corp or the Representative pursuant hereto or (iii) waivecompliance by the Representative, and prior to the Closing, the Company orBlocker Corp, with any of the agreements or conditions contained herein. Anyagreement on the part of any party hereto to any such extension or waiver shallbe valid only if set forth in a written instrument signed on behalf of suchparty. Any waiver of any term or condition shall not be construed as a waiver ofany subsequent breach or a subsequent waiver of the same term or condition, or awaiver of any other term or condition of this Agreement. The failure of anyparty hereto to assert any of its rights hereunder shall not constitute a waiverof such rights.

Section 11.11 Counterparts; Electronic Signatures. This Agreement may beexecuted in multiple counterparts, each of which shall be deemed to be anoriginal, but all of which shall constitute one and the same agreement. Deliveryof an executed counterpart of a signature page to this Agreement by scannedpages, .pdf or by any other electronic means shall be effective as delivery of amanually executed counterpart to this Agreement.

Section 11.12 Obligations of Purchaser and Merger Sub. The obligations of thePurchaser Parties hereunder are jointly and severally guaranteed by each other.

Section 11.13 Knowledge of the Company. For all purposes of this Agreement,the phrase "to the Company's knowledge", "to the knowledge of the Company" and"known by the Company" and any derivations thereof shall mean as of theapplicable date, the actual knowledge without independent investigation (andshall in no event encompass constructive, imputed or similar concepts ofknowledge) of James Darby, Michael Masino, Matthew Walter, Brad Kosler, DeniseCostanzo, Jim Mauck and Tim George.

Section 11.14 Governing Law; Jurisdiction and Venue; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed in accordance withthe laws of the State of Delaware, without giving effect to any choice of law orconflict of law provision or rule (whether of the State of Delaware or any otherjurisdiction) that would cause the application of the law of any jurisdictionother than the State of Delaware; provided, however, that notwithstandinganything herein to the contrary, each party hereto (on behalf of itself, itsSubsidiaries, and the equityholders, directors, officers, employees,consultants, financial advisors, accountants, legal counsel, investment bankers,and other agents, advisors, and representatives of each of them) agrees that anyclaim, controversy, or dispute of any kind or nature (whether based uponcontract, tort, or otherwise) against a Financing Source that is in any wayrelated to this Agreement, the Mergers, the Ancillary Documents, or any of theother transactions contemplated by this Agreement, including any dispute arisingout of or relating in any way to any Financing, shall be governed by, andconstrued in accordance with, the laws of the State of New York without regardto conflict of law principles (other than Sections 5-1401 and 5-1402 of the NewYork General Obligations Law); provided, further, that (i) the interpretation ofthe definition of Company Material Adverse Effect and whether or not a CompanyMaterial Adverse Effect has occurred, (ii) the determination of the accuracy ofany representations made in this Agreement and whether as a result of anyinaccuracy thereof any party to this Agreement or any of its respectiveAffiliates has the right to terminate its obligations under this Agreement, orto decline to consummate the transactions pursuant to this Agreement, and (iii)the determination of whether the Mergers and the other transactions contemplatedby this Agreement have been consummated in accordance with the terms of thisAgreement, in each case, shall be governed by, and construed and interpretedsolely in accordance with, the laws of the State of Delaware without givingeffect to any choice of law or conflict of law provision or rule (whether of theState of Delaware or any other jurisdiction) that would cause the application ofthe law of any jurisdiction other than the State of Delaware.

(b) Each of the parties hereto submits to the exclusive jurisdiction ofthe Chancery Court of the State of Delaware (or, if the Chancery Court of theState of Delaware declines to accept jurisdiction over a particular matter, anystate or federal court sitting in the State of Delaware), in any action orproceeding arising out of or relating to this Agreement, agrees that all claimsin respect of the action or proceeding may be heard and determined in any suchcourt and agrees not to bring any action or proceeding arising out of orrelating to this Agreement in any other court. Each of the parties hereto waivesany defense of inconvenient forum to the maintenance of any action or proceedingso brought and waives any bond, surety or other security that might be requiredof any other party with respect thereto. Each party hereto agrees that serviceof summons and complaint or any other process that might be served in any actionor proceeding may be made on such party by sending or delivering a copy of theprocess to the party to be served at the address of the party and in the mannerprovided for the giving of notices in Section 11.2. Nothing in this Section11.14, however, shall affect the right of any party to serve legal process inany other manner permitted by law. Each party hereto agrees that a final,non-appealable judgment in any action or proceeding so brought shall beconclusive and may be enforced by suit on the judgment or in any other mannerprovided by law. Notwithstanding anything herein to the contrary, each of theparties hereto (i) agrees (on behalf of itself, its Subsidiaries, and theequityholders, directors, officers, employees, consultants, financial advisors,accountants, legal counsel, investment bankers, and other agents, advisors, andrepresentatives of each of them) that it will not bring or support any action,cause of action, claim, cross-claim, or third-party claim of any kind ordescription, whether in law or in equity, whether in contract or in tort orotherwise, against the Financing Sources in any way relating to this Agreement,the Mergers, the Ancillary Documents, or any of the other transactionscontemplated by this Agreement, including any dispute arising out of or relatingin any way to any Financing or the performance thereof or the transactionscontemplated thereby, in any forum other than exclusively in the Supreme Courtof the State of New York, County of New York, or, if under Applicable Lawexclusive jurisdiction is vested in the federal courts, the United StatesDistrict Court for the Southern District of New York (and appellate courtsthereof), (ii) submits for itself and its property with respect to any suchaction described in clause (i) to the exclusive jurisdiction of such courts,(iii) agrees that service of process, summons, notice or document by registeredmail addressed to it at its address provided in Section 11.2 shall be effectiveservice of process against it for any such action brought in any such court,(iv) waives and hereby irrevocably waives, to the fullest extent permitted byApplicable Law, any objection which it may now or hereafter have to the layingof venue of, and the defense of an inconvenient forum to the maintenance of, anysuch action in any such court and (v) agrees that a final judgment in any suchaction shall be conclusive and may be enforced in other jurisdictions by suit onthe judgment or in any other manner provided by Applicable Law.

(c) The parties to this Agreement each hereby waives, to the fullestextent permitted by law, any right to trial by jury of any claim, demand,action, or cause of action (i) arising under this Agreement or any Financing or(ii) in any way connected with or related or incidental to the dealings of theparties hereto in respect of this Agreement, any Financing, or any of thetransactions related hereto and thereto, or the actions of any Financing Sourcein connection with any Financing (including any claim, demand, action, or causeof action against any Financing Source), in each case whether now existing orhereafter arising, and whether in contract, tort, equity or otherwise. Theparties to this Agreement each hereby agrees and consents that any such claim,demand, action or cause of action shall be decided by court trial without a juryand that the parties to this Agreement or any Financing Source may file anoriginal counterpart of a copy of this Agreement with any court as writtenevidence of the consent of the parties hereto to the waiver of their right totrial by jury.

Section 11.15 Remedies.

(a) The parties hereto agree that irreparable damage for which monetarydamages, even if available, would not be an adequate remedy, would occur in theevent that the parties hereto do not perform the provisions of this Agreement(including failing to take such actions as are required of it hereunder toconsummate this Agreement) in accordance with its specified terms or otherwisebreach such provisions. The parties hereto acknowledge and agree that, prior tothe valid termination of this Agreement pursuant to Article 8, the Company,Blocker Corp, the Representative (on behalf of itself or the Sellers) and thePurchaser Parties shall be entitled to seek an injunction, specific performanceand other equitable relief to prevent breaches of this Agreement and to enforcespecifically the terms and provisions hereof, this being in addition to anyother remedy to which the Company, Blocker Corp, the Representative (on behalfof itself or the Sellers) or the Purchaser Parties are entitled at law or inequity.

(b) Each of the parties hereto agrees that it will not oppose thegranting of an injunction, specific performance and other equitable relief whenexpressly available pursuant to the terms of this Agreement on the basis that(i) there is adequate remedy at law or (ii) an award of specific performance isnot an appropriate remedy for any reason at law or equity. Any party heretoseeking an injunction or injunctions to prevent breaches of this Agreement whenexpressly available pursuant to the terms of this Agreement and to enforcespecifically the terms and provisions of this Agreement when expressly availablepursuant to the terms of this Agreement shall not be required to provide anybond or other security in connection with any such order or injunction.

(c) To the extent any party hereto brings a claim, action or othersimilar process to enforce specifically the performance of the terms andprovisions of this Agreement (other than an action to enforce specifically anyprovision that expressly survives termination of this Agreement) when expresslyavailable to such party pursuant to the terms of this Agreement, the OutsideDate shall automatically be extended to (i) the tenth (10th) Business Dayfollowing the resolution of such claim, action or other similar process or (ii)such other time period established by the court presiding over such claim,action or other similar process, as applicable.

(d) For the avoidance of doubt, the parties agree that damages inrespect of a breach of this Agreement shall not be limited to reimbursement ofcosts and expenses, and, in the case of any breach by a Purchaser Party, wouldinclude the benefits of the transactions contemplated by this Agreement lost bythe Company Equityholders, and, notwithstanding the terms of Section 11.17, theCompany shall be entitled to claim any such damages on behalf of its direct andindirect equityholders based on a breach by any Purchaser Party.

Section 11.16 Waivers; Terminations.

(a) Recognizing that Kirkland & Ellis LLP has acted as legal counsel tothe Representative and its Affiliates and the Group Companies and Blocker Corpprior to the Closing, and that Kirkland & Ellis LLP intends to act as legalcounsel to the Representative and its Affiliates (which will no longer includethe Group Companies) after the Closing, each of Blocker Corp, the PurchaserParties and the Group Companies hereby waives, on its own behalf and agrees tocause its Affiliates to waive, any conflicts that may arise in connection withKirkland & Ellis LLP representing the Representative and/or its Affiliates (orany of the Sellers or their Affiliates) after the Closing as such representationmay relate to Blocker Corp, any Purchaser Party or any Group Company or thetransactions contemplated herein (including in respect of litigation adverse toBlocker Corp, any Purchaser Party or any Group Company), and hereby consents toany such representation. In addition, all communications involvingattorney-client confidences between the Representative, its Affiliates, BlockerCorp or any Group Company and Kirkland & Ellis LLP relating to any Group Companyor otherwise in the course of, or otherwise relating to, the negotiation,documentation and consummation of the transactions contemplated hereby and thesale process related hereto (collectively, the "Engagement", and suchcommunications, the "Privileged Communications") shall be deemed to beattorney-client confidences that belong solely to the Representative and itsAffiliates (and not any of the Group Companies or Blocker Corp), and none of thePurchaser Parties, the Group Companies, Blocker Corp or their Affiliates may useor rely on any such Privileged Communications. Accordingly, Purchaser agreesthat following the Closing, neither it nor the Group Companies, Blocker Corp ortheir Affiliates shall have access to any such Privileged Communications, or tothe files of Kirkland & Ellis LLP relating to the Engagement, whether or not theClosing shall have occurred. Without limiting the generality of the foregoing,upon and after the Closing, (i) the Representative and its Affiliates (and notthe Group Companies) shall be the sole holders of the Privileged Communications,and none of the Group Companies or Blocker Corp shall be a holder thereof, (ii)to the extent that files of Kirkland & Ellis LLP in respect of the Engagementconstitute property of the client, only the Representative and its Affiliates(and not any of the Group Companies or Blocker Corp) shall hold such propertyrights and (iii) Kirkland & Ellis LLP shall have no duty whatsoever to reveal ordisclose any such Privileged Communications or files to any of the GroupCompanies or Blocker Corp by reason of any attorney-client relationship betweenKirkland & Ellis LLP and any of the Group Companies or Blocker Corp orotherwise. Purchaser hereby consents, on its own behalf and on behalf of itsAffiliates including the Group Companies and Blocker Corp, to the disclosure byKirkland & Ellis LLP to the Sellers, the Representative or their respectiveAffiliates of any information learned by Kirkland & Ellis LLP prior to theClosing in the course of its representation of the Sellers, the Representative,Blocker Corp, the Group Companies or their respective Affiliates, whether or notsuch information is subject to attorney-client privilege, attorney work productprotection, or Kirkland & Ellis LLP's duty of confidentiality.

(b) Purchaser, on behalf of itself and its Affiliates (including, afterthe Closing, the Group Companies and Blocker Corp) further covenants and agreesthat each shall not assert any claim that the Group Companies or Blocker Corpmay have in their capacities as clients against Kirkland & Ellis LLP in respectof legal services provided to the Group Companies, Blocker Corp or theirrespective Affiliates prior to the Closing by Kirkland & Ellis LLP in respect ofthe Engagement, it being agreed that any such claims belong solely to theRepresentative and its Affiliates, as applicable, and not the Group Companies orBlocker Corp.

(c) From and after the Closing, the Group Companies and Blocker Corpshall cease to have any attorney-client relationship with Kirkland & Ellis LLPin respect of the Engagement or otherwise, unless and to the extentKirkland & Ellis LLP is expressly engaged in writing by one or more of the GroupCompanies or Blocker Corp after the Closing.

Section 11.17 Non-Recourse. All Claims or causes of action (whether inContract or in tort, in law or in equity) that may be based upon, arise out ofor relate to this Agreement or the Ancillary Documents, or the negotiation,execution or performance of this Agreement or the Ancillary Documents (includingany representation or warranty made in or in connection with this Agreement orthe Ancillary Documents or as an inducement to enter into this Agreement or theAncillary Documents), may be made only against the entities that are expresslyidentified as parties hereto and thereto. Except in the case of Fraud committedby a party, no Person who is not a named party to this Agreement or theAncillary Documents, including any past, present or future incorporator, member,partner, stockholder, equityholder, agent, or Representative of any named partyto this Agreement or the Ancillary Documents ("Non-Party Affiliates"), shallhave any liability (whether in Contract or in tort, in law or in equity, orbased upon any theory that seeks to impose liability of an entity party againstits owners or Affiliates) for any obligations or liabilities arising under, inconnection with or related to this Agreement or such Ancillary Documents (as thecase may be) or for any claim based on, in respect of, or by reason of thisAgreement or such Ancillary Documents (as the case may be) or the negotiation orexecution hereof or thereof, and each party hereto waives and releases all suchliabilities against any such Non-Party Affiliates. Non-Party Affiliates areexpressly intended as third-party beneficiaries of this provision of thisAgreement. Notwithstanding anything to the contrary in this Section 11.17,nothing in this Section 11.17shall be deemed to limit any liabilities of theGuarantor under Article 12 (or limit any remedies available to the Company orBlocker Corp thereunder or with respect thereto) or serve as a waiver of anyright on the part of the Company or Blocker Corp to initiate any Claimspermitted pursuant to, and in accordance with Article 12.

Section 11.18 No Recourse to Financing Sources. Notwithstanding anythingherein to the contrary, each of the Sellers, Blocker Corp, and each GroupCompany (on behalf of itself, its Subsidiaries, and the equityholders,directors, officers, employees, consultants, financial advisors, accountants,legal counsel, investment bankers, and other agents, advisors, andrepresentatives of each of them) acknowledges and agrees that it (and such otherPersons) shall have no recourse against the Financing Sources, and the FinancingSources shall be subject to no liability or claims by such Persons (or suchother Persons) in connection with the Financing or in any way relating to thisAgreement or the Ancillary Documents or any of the transactions contemplatedhereby or thereby, whether at law, in equity, in contract, in tort, orotherwise.

 Article 12 GUARANTY

Section 12.1 Guaranty. Guarantor hereby absolutely, unconditionally andirrevocably guarantees to the Company and the Representative (on behalf of theSellers), the full and punctual payment of all payment obligations of eachPurchaser Party under or pursuant to this Agreement, including all paymentscontemplated to be made at the Closing pursuant to Section 3.2, and all fees andexpenses of each of the Purchaser Parties payable in connection with theconsummation of the transactions contemplated by this Agreement (collectively,"Guaranteed Obligations"). The Guaranteed Obligations of Guarantor constitute acontinuing guarantee of payment or performance, as applicable, and are and shallcontinue to be absolute, irrevocable and unconditional under any and allcircumstances, including circumstances which might otherwise constitute a legalor equitable discharge of a guarantor and including any amendment, extension,modification or waiver of any of the Guaranteed Obligations, any insolvency orbankruptcy of any Group Company, any Seller, any payee or any other Person orany assignment thereby, the existence of any claim, set off or other right thatGuarantor may have at any time against any other Person, whether in connectionwith the Guaranteed Obligations or otherwise, or the adequacy of any other meansany such Person may have of obtaining payment of the Guaranteed Obligations.This guaranty is one of payment, not collection, and a separate Claim or Claimsmay be brought and prosecuted against Guarantor to enforce this guaranty,irrespective of whether any Claim is brought against any other Person andwhether any other Person is joined in any such Claim(s). Without limiting thegenerality of the foregoing, if any Purchaser Party does not pay any portion ofthe Guaranteed Obligations or otherwise is unable for any reason to pay anyGuaranteed Obligation as and when due, Guarantor shall make the payment requiredhereunder or otherwise cause such payment to be made within two (2) BusinessDays after the receipt by Guarantor of written notice from the Company (or, ifsuch payment is to be made following the Closing, from the Representative) ofsuch default, which shall include a demand for payment. Without limiting thegenerality of the foregoing, neither the Company nor the Representative needattempt to collect or cause the performance of any obligation guaranteedhereunder from any other Person prior to enforcing its rights against Guarantor.Guarantor hereby waives (to the fullest extent permitted by Applicable Law)notice of acceptance of this guaranty and notice of any liability to which itmay apply, and waives promptness, diligence, presentment, demand or payment,protest, notice of dishonor or nonpayment, suit or taking of other Claim by theCompany or the Representative against, or any other notice to, any Person liabletherefor. The guaranty set forth in this Article 12 will remain in full forceand effect, and will be binding upon Guarantor, until all of the GuaranteedObligations have been satisfied in full, or the earlier valid termination ofthis Agreement in accordance with Section 8.1.

 * * * * *

IN WITNESS WHEREOF, each of the parties has caused this Merger Agreement to beduly executed on its behalf as of the day and year first above written.

ECM INVESTORS, LLC

 By: /s/ Michael Masino Name: Michael Masino Title: Chief Executive Officer

SENTINEL ECM BLOCKER, INC.

 By: /s/ Patrick Knise Name: Patrick Knise Title: Assistant Secretary

 [Signature Page to Merger Agreement]

IN WITNESS WHEREOF, each of the parties has caused this Merger Agreement to beduly executed on its behalf as of the day and year first above written.

LIONEL ACQUISITION CO.

 By: /s/ Randolph A. Wacker Name: Randolph A. Wacker Title: President & Treasurer

EVEREST BLOCKER HOLDING, INC.

 By: /s/ Randolph A. Wacker Name: Randolph A. Wacker Title: President & Treasurer

EVEREST ACQUISITION MERGER SUB, LLC

 By: /s/ Randolph A. Wacker Name: Randolph A. Wacker Title: President & Treasurer

EVEREST BLOCKER MERGER SUB, INC.

 By: /s/ Randolph A. Wacker Name: Randolph A. Wacker Title: President & Treasurer

 [Signature Page to Merger Agreement]

IN WITNESS WHEREOF, each of the parties has caused this Merger Agreement to beduly executed on its behalf as of the day and year first above written.

Solely as the Guarantor as described herein:

NVENT ELECTRIC PLC

 By: /s/ Sara E. Zawoyski Name: Sara E. Zawoyski Title: Executive Vice President and Chief Financial Officer

 [Signature Page to Merger Agreement]

IN WITNESS WHEREOF, each of the parties has caused this Merger Agreement to beduly executed on its behalf as of the day and year first above written.

Solely as the Representative as described herein:

SENTINEL CAPITAL PARTNERS, L.L.C.

 By: /s/ Vincent Taurassi Name: Vincent Taurassi Title: General Counsel

 [Signature Page to Merger Agreement]

Apr 01, 2023

COMTEX_428365857/2254/2023-04-04T19:45:30

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8-K: nVent Electric plc (2023)

References