EXECUTION VERSION AGREEMENT AND PLAN OF - Squarespace

EXECUTION VERSION AGREEMENT AND PLAN OF - Squarespace

EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among CRH plc AMAT VENTURE, INC., ASH GROVE CEMENT COMPANY and VENTURE STOCKHOLDER REPRESENTATIVE, LLC (solely with respect to Article IX) Dated as of September 20, 2017

2 TABLE OF CONTENTS Article I DEFINITIONS Section 1.1 Definitions . . 2 Article II THE MERGER Section 2.1 The Merger . . 2 Section 2.2 The Closing . . 2 Section 2.3 Effective Time . . 2 Section 2.4 Articles of Incorporation and Bylaws . . 3 Section 2.5 Board of Directors . . 3 Section 2.6 Officers . . 3 Article III EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES Section 3.1 Effect on Securities .

. 3 Section 3.2 Exchange of Certificates . . 7 Section 3.3 Lost Certificates . . 9 Section 3.4 Dissenting Shares . . 9 Section 3.5 Transfers; No Further Ownership Rights . . 10 Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 4.1 Organization and Qualification; Subsidiaries . . 10 Section 4.2 Capitalization . . 11 Section 4.3 Authority Relative to Agreement . . 11 Section 4.4 No Conflict; Required Filings and Consents . . 12 Section 4.5 Permits; Compliance With Laws . . 13 Section 4.6 Financial Statements . . 14 Section 4.7 Internal Controls . . 14 Section 4.8 Absence of Certain Changes or Events .

. 14 Section 4.9 No Undisclosed Liabilities . . 14 Section 4.10 Litigation . . 15 Section 4.11 Employee Benefit Plans . . 15 Section 4.12 Labor and Employment Matters . . 17 Section 4.13 Intellectual Property . . 18 Section 4.14 Taxes . . 19

3 Section 4.15 Material Contracts . . 20 Section 4.16 Real Property . . 22 Section 4.17 Environmental . . 23 Section 4.18 Brokers . . 23 Section 4.19 Opinion of Financial Advisor . . 23 Section 4.20 Insurance . . 24 Section 4.21 Transactions with Affiliates . . 24 Section 4.22 Certain Payments . . 24 Section 4.23 Products . . 24 Section 4.24 Personal Property . . 25 Section 4.25 No Other Representations or Warranties . . 25 Article V REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB Section 5.1 Organization and Qualification . . 26 Section 5.2 Authority Relative to Agreement . .

26 Section 5.3 No Conflict; Required Filings and Consents . . 27 Section 5.4 Litigation . . 27 Section 5.5 Information Supplied . . 27 Section 5.6 Sufficient Funds . . 27 Section 5.7 Capitalization of Acquisition Sub . . 28 Section 5.8 Investment Intention . . 28 Section 5.9 Brokers . . 28 Section 5.10 Share Ownership . . 28 Section 5.11 WARN Act . . 28 Section 5.12 Acknowledgment of Disclaimer of Other Representations and Warranties . . 29 Article VI COVENANTS AND AGREEMENTS Section 6.1 Conduct of Business by the Company Pending the Merger . . 29 Section 6.2 Written Consent; Information Statement; Proxy Statement .

. 32 Section 6.3 Appropriate Action; Consents; Filings . . 34 Section 6.4 Access to Information; Confidentiality . . 35 Section 6.5 No Solicitation by the Company; Competing Proposals . . 36 Section 6.6 Directors’ and Officers’ Indemnification and Insurance . . 40 Section 6.7 Notification of Certain Matters . . 42 Section 6.8 Public Announcements . . 43 Section 6.9 Employee Benefits . . 43 Section 6.10 Conduct of Business by Parent Pending the Merger . . 46 Section 6.11 Acquisition Sub . . 47 Section 6.12 No Control of the Company’s Business . . 47 Section 6.13 Withdrawal Liability Information .

. 47 Section 6.14 Title Policy Cooperation . . 47

4 Section 6.15 Data Room . . 47 Section 6.16 Cooperation Regarding Non-U.S. Patents and Canadian Assets . . 48 Section 6.17 Certain Remedial Work . . 48 Article VII CONDITIONS TO THE MERGER Section 7.1 Conditions to the Obligations of Each Party . . 49 Section 7.2 Conditions to Obligations of Parent and Acquisition Sub to Effect the Merger . . 49 Section 7.3 Conditions to Obligation of the Company to Effect the Merger . . 50 Section 7.4 Frustration of Closing Conditions . . 50 Article VIII TERMINATION, AMENDMENT AND WAIVER Section 8.1 Termination . . 50 Section 8.2 Effect of Termination . .

52 Section 8.3 Termination Fees . . 53 Section 8.4 Amendment . . 54 Section 8.5 Extension; Waiver . . 54 Section 8.6 Expenses; Transfer Taxes . . 55 Article IX GENERAL PROVISIONS Section 9.1 Non-Survival of Representations, Warranties and Agreements . . 55 Section 9.2 Notices . . 55 Section 9.3 Interpretation; Certain Definitions . . 58 Section 9.4 Severability . . 59 Section 9.5 Assignment . . 59 Section 9.6 Entire Agreement . . 60 Section 9.7 No Third-Party Beneficiaries . . 60 Section 9.8 Governing Law . . 60 Section 9.9 Specific Performance . . 60 Section 9.10 Consent to Jurisdiction .

. 61 Section 9.11 Counterparts . . 61 Section 9.12 WAIVER OF JURY TRIAL . . 61 Section 9.13 Stockholder Representative . . 62

5 Appendix A Defined Terms Appendix B Form of Estimated Closing Statement Appendix C Debt-Like Items Appendix D Form of Escrow Agreement Appendix E Investment Portfolio

6 Index of Defined Terms Acceptable Confidentiality Agreement . A-1 Accounting Principles . A-1 Acquisition Sub . 1, A-1 Action . A-1 Adverse Recommendation Change . 37, A-1 Affiliate . A-1 Agreement . 1, A-1 Air Quality Consent Decree . A-1 Anti-Bribery Act . A-1 Antitrust Laws . 13, A-1 Blue Sky Laws . A-1 Book-Entry Shares . 4, A-1 Business Day . A-1 Certificate of Merger . 2, A-1 Certificates .

4, A-1 Chosen Firm . 5, A-1 Class B Common Stock . 3, A-2 Class C Common Stock . 3, A-2 Class D Common Stock . 3, A-2 Clean Team Confidentiality Agreement . A-2 Closing . 2, A-2 Closing 280G Calculations . 46, A-2 Closing Date . 2, A-2 Closing Net Cash . A-2 Closing Statement . 4, A-2 Code . A-2 Company . 1, A-2 Company Benefit Plan . A-2 Company Bylaws . 10, A-2 Company Cash . A-2 Company Charter . 10, A-3 Company Common Stock . 3, A-3 Company Disclosure Letter . A-3 Company Financial Statements . A-3 Company Intellectual Property . 18, A-3 Company Material Adverse Effect . A-3 Company Material Contract .

20, A-4 Company Recommendation . A-4 Company Related Parties . . 54, A-4 Competing Proposal . 39, A-4 Confidentiality Agreement . A-4 Consent . 13, A-4 Continuation Period . 44, A-4 Continuing Employee . 44, A-4 Contract . A-4

7 control . A-4 Cost Recovery Deduction . 49, A-4 D&O Indemnified Parties . 40, A-4 Debt-Like Items . A-5 DGCL . 1, A-5 Dissenting Shares . 9, A-5 Distribution Network . A-5 Effective Time . 2, A-5 Enterprise Value . A-5 Environmental Laws . A-5 Equity Value . A-5 ERISA . A-5 ERISA Affiliate . A-6 Escrow Agent . A-6 Escrow Agreement . A-6 ESOP . 44, A-6 Estimated 280G Lost Deduction . 46, A-6 Estimated Closing Statement . . 4, A-6 Estimated Debt-Like Items . A-6 Estimated Equity Value . A-6 Estimated Net Cash . A-6 Estimated NWC Adjustment . A-6 Exchange Act . A-6 Exchange Fund . A-6 Expenses .

A-6 FCPA . A-7 GAAP . A-7 Governmental Authority . A-7 Hazardous Materials . A-7 HSR Act . A-7 Indebtedness . A-7 Intellectual Property . 18, A-7 Investment Portfolio . A-7 IRS . A-8 J.P. Morgan . 23, A-8 JV Documentation . A-8 Knowledge . A-8 Law . A-8 Leased Real Property . 22, A-8 Lien . A-8 LTIP . A-8 Match Right Period . 38, A-8 Material Company Permits . 13, A-8 Merger . 1, A-8 Merger Consideration . 4, A-8 Multiemployer Plan . A-8

8 Net Working Capital . A-8 Non-Controlling Interest Adjustment . A-9 Notice of Superior Proposal . 38, A-9 NWC Adjustment . A-9 Objection Notice . 5, A-9 Order . A-9 Owned Real Property . 22, A-9 Parent . 1, A-9 Parent Disclosure Letter . A-9 Parent Material Adverse Effect . A-9 Parent Organizational Documents . A-9 Participating Share . A-9 Participation Percentage . A-9 Paying Agent . 7, A-9 Per Share Initial Merger Consideration . A-10 Permitted Lien . A-10 Person . A-10 Post-Closing Plans . 44, A-10 Post-Closing Welfare Plans . 44, A-10 Preferred Stock . 3, A-10 Price Adjustment Escrow .

A-10 Price Adjustment Payment . A-10 Pro Rata Share . A-11 Proxy Statement . 32, A-11 Real Property . 22, A-11 Release . A-11 Remedial Work Estimate . 49, A-11 Representative Fund Distribution . 9 Representatives . 35, A-11 Requisite Stockholder Approval . A-11 Restricted Cash . A-11 SEC . A-11 Securities Act . A-11 Stockholder Representative . A-11 Stockholder Representative Fund . 9, A-11 Stockholder Representative Losses . 63, A-11 Stockholders’ Meeting . 33, A-11 Subsidiary . A-11 Subsidiary Financial Statements . A-12 Superior Proposal . 40, A-12 Surviving Corporation . 2, A-12 Target Net Working Capital .

A-12 Tax . A-12 Tax Returns . A-12 Taxes . A-12 Termination Date . 51, A-12

9 Termination Fee . A-12 Third Party . A-12 Treasury Regulations . A-12 Unaudited Company Financial Statements . A-12 Voting Stock . A-12 WARN Act . 29, A-12 Window Shop Period . A-12 Written Conditional Consent . 32, A-13 Written Consent . 32, A-13 Written Consent Effective Date . 32, A-13 Written Unconditional Consent . 32, A-13

THIS AGREEMENT AND PLAN OF MERGER, dated as of September 20, 2017, (this “Agreement”), is made by and among CRH plc, an Irish public limited company (“Parent”), AMAT Venture, Inc., a Delaware corporation and an indirect, wholly-owned Subsidiary of Parent (“Acquisition Sub”), Ash Grove Cement Company, a Delaware corporation (the “Company”), and, solely with respect to Article IX, Venture Stockholder Representative, LLC as the Stockholder Representative pursuant to Section 9.13.

W I T N E S S E T H: WHEREAS, the respective boards of directors of the Company and Acquisition Sub each have determined that it is advisable, fair to and in the best interests of its stockholders to effect a merger (the “Merger”) of Acquisition Sub with and into the Company pursuant to the Delaware General Corporation Law (the “DGCL”) upon the terms and subject to the conditions set forth in this Agreement; WHEREAS, the board of directors of the Company has (a) determined that the terms of this Agreement and the Merger are fair to, and in the best interests of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement with Parent, Acquisition Sub and the Stockholder Representative, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Merger and (d) resolved, in accordance with the terms and subject to the conditions set forth in this Agreement, to recommend adoption of this Agreement by the Company’s stockholders; WHEREAS, the board of directors of each of Parent and Acquisition Sub have (a) determined that the terms of this Agreement and the Merger are fair to, and in the best interests of, Acquisition Sub and its sole stockholder, (b) declared it advisable to enter into this Agreement with the Company and the Stockholder Representative, (c) approved the execution, delivery and performance by Parent and Acquisition Sub of this Agreement and the consummation of the transactions contemplated hereby, including the Merger and (d) resolved, in accordance with the terms and subject to the conditions set forth in this Agreement, to recommend adoption of this Agreement by the Acquisition Sub’s sole stockholder; WHEREAS, in connection with the execution and delivery of this Agreement, stockholders of the Company holding approximately sixty-three point four percent (63.4%) of the votes corresponding to the Voting Stock have entered into voting agreements and proxies in favor of Parent agreeing to vote such Voting Stock to approve this Agreement and the Merger, provided that the voting agreements and proxies with respect to approximately thirty-one point nine percent (31.9%) of the votes corresponding to such Voting Stock are conditioned on the expiration of the Window Shop Period as hereafter defined; and WHEREAS, each of Parent, Acquisition Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.

2 NOW, THEREFORE, in consideration of the foregoing and the representations, warranties and covenants and subject to the conditions herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. Defined terms used in this Agreement have the respective meanings ascribed to them by definition in this Agreement or in Appendix A. ARTICLE II THE MERGER Section 2.1 The Merger. Upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at the Effective Time, Acquisition Sub shall be merged with and into the Company, whereupon the separate existence of Acquisition Sub shall cease, and the Company shall continue under the name “Ash Grove Cement Company” as the surviving corporation (the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware.

Section 2.2 The Closing. Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) shall take place at 10:00 a.m. (New York City time) on a date to be specified by the parties hereto, but no later than the fifth (5th ) Business Day after the satisfaction or, to the extent not prohibited by Law, waiver of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). The Closing shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036, unless another time, date or place is agreed to in writing by the Company and Parent (such date being the “Closing Date”).

Section 2.3 Effective Time. (a) As soon as practicable following the Closing, the Company shall cause a certificate of merger (the “Certificate of Merger”) with respect to the Merger to be executed, acknowledged and delivered to the Office of the Secretary of State of the State of Delaware as provided under the DGCL. The Certificate of Merger shall provide that the Merger shall become effective as of the end of business on the date at which the Certificate of Merger has been received for filing by the Office of Secretary of State of the State of Delaware (such date and time of filing or such later time as may be agreed to by Parent, Acquisition Sub and the Company and as set forth in the Certificate of Merger, being hereinafter referred to as the “Effective Time”).

(b) The Merger shall have the effects set forth in the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing, from and after the Effective Time, the Surviving Corporation shall possess all properties, rights, privileges, powers and franchises of the Company and Acquisition

3 Sub, and all of the claims, obligations, liabilities, debts and duties of the Company and Acquisition Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving Corporation. Section 2.4 Articles of Incorporation and Bylaws.

At the Effective Time, the Company Charter and the Company Bylaws shall be amended to the same form as the certificate of incorporation and bylaws of Acquisition Sub, as in effect immediately prior to the Effective Time, respectively, except that (a) the name of the Surviving Corporation shall be Ash Grove Cement Company and (b) the Company Charter and Company Bylaws will be amended if and to the extent necessary to effect compliance with Section 6.6, and as so amended shall be the certificate of incorporation and bylaws, respectively, of the Surviving Corporation until thereafter changed or amended as provided therein or in accordance with applicable Law.

Section 2.5 Board of Directors. The board of directors of the Surviving Corporation effective as of, and immediately following, the Effective Time shall consist of the members of the board of directors of Acquisition Sub immediately prior to the Effective Time, each to hold office in accordance with the articles of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the articles of incorporation and bylaws of the Surviving Corporation.

Section 2.6 Officers. From and after the Effective Time, the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified in accordance with applicable Law. ARTICLE III EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES Section 3.1 Effect on Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Acquisition Sub or the holders of any securities of the Company or Acquisition Sub or any other Person: (a) Cancellation of Company Securities.

Each share of (i) common stock, par value $0.01 per share, of the Company (“Company Common Stock”), (ii) preferred stock, par value $10.00 per share (the “Preferred Stock”), (iii) Class B common stock, par value $0.01 per share (the “Class B Common Stock”), (iv) Class C common stock, par value $0.01 per share (the “Class C Common Stock”) and (v) Class D common stock, par value $0.01 per share (the “Class D Common Stock”), held by the Company or any Subsidiary (including shares held as treasury stock) or held, directly or indirectly, by Parent or Acquisition Sub or any of their wholly owned Subsidiaries immediately prior to the Effective Time automatically shall be canceled and retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof.

(b) Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock, Class B Common Stock, Class C

4 Common Stock (if any) and Class D Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares canceled pursuant to Section 3.1(a) and any Dissenting Shares) shall be converted into the right to receive, in cash, without interest the sum of (i) Per Share Initial Merger Consideration and (ii) a Pro Rata Share of (A) any Price Adjustment Payment and (B) any Representative Fund Distribution, in the case of each of clause (A) and clause (B), if, as and when payable hereunder (collectively, the “Merger Consideration”).

Each share of Company Common Stock, Class B Common Stock, Class C Common Stock (if any) or Class D Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) shall no longer be outstanding and automatically shall be canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock, Class B Common Stock, Class C Common Stock (if any) or Class D Common Stock shall cease to have any rights with respect to such Company Common Stock, Class B Common Stock, Class C Common Stock (if any) or Class D Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.2, the Per Share Initial Merger Consideration, without interest thereon, and any other payment on account of the Merger Consideration as and when provided herein.

(c) Conversion of Acquisition Sub Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, $1.00 par value per share, of Acquisition Sub issued and outstanding immediately prior to the Effective Time automatically shall be converted into and become one fully paid non-assessable share of common stock, $1.00 par value per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

(d) Determination of Per Share Initial Merger Consideration. Not later than five (5) Business Days prior to the anticipated Closing Date, the Company shall prepare and deliver, or cause to be prepared and delivered, to Parent a statement setting forth in reasonable detail consistent with Appendix B and in accordance with the requirements of Appendix B, the Company’s good faith (i) estimate of Debt-Like Items, Net Working Capital, the corresponding NWC Adjustment, Company Cash, Indebtedness and Closing Net Cash, in each case as of the Closing Date and based on the books and records of the Company as of the end of the fiscal month preceding the month in which the Closing occurs, and (ii) calculation of the Estimated Equity Value and Per Share Initial Merger Consideration based thereon (the “Estimated Closing Statement”).

The Company will promptly provide to Parent such supporting documentation regarding the Estimated Closing Statement as Parent may reasonably request and will consider in good faith any reasonable comments from Parent pertaining to the Estimated Closing Statement. The amounts reflected in the Estimated Closing Statement shall be determined in accordance with the Accounting Principles and Appendix B. An illustrative Estimated Closing Statement based on the Company’s June 30, 2017 financial information is included in Appendix B. (e) Calculation of Price Adjustment Payment. As promptly as reasonably practicable following the Closing Date and in any event not later than ninety (90) days after the Closing Date, Parent will cause to be prepared and delivered to the Stockholder Representative a statement (the “Closing Statement”) setting forth Parent’s good faith calculation of (i) the Debt-Like Items, Net Working Capital, NWC Adjustment, Company Cash,

5 Indebtedness and Closing Net Cash, in each case as of the Effective Time, and (ii) the Equity Value based thereon. The Closing Statement shall be prepared in accordance with the Accounting Principles and shall be in the same form as the Estimated Closing Statement. During the forty-five (45)-day period following delivery of the Closing Statement to the Stockholder Representative, Parent will provide the Stockholder Representative and its representatives with reasonable access during normal business hours to the books and records and personnel of Parent and the Surviving Corporation to enable the Stockholder Representative to evaluate the accuracy of the Closing Statement.

If the Stockholder Representative disagrees with the determination of any component of the Closing Statement calculations, then the Stockholder Representative will notify Parent in writing (an “Objection Notice”) of such disagreement(s) within forty-five (45) days after delivery of the Closing Statement, which Objection Notice will describe the nature and extent of any such disagreement(s) in reasonable detail. If the Stockholder Representative does not deliver an Objection Notice to Parent within such forty-five (45)-day period, then the Closing Statement and the calculations of the Debt-Like Items, Net Working Capital, NWC Adjustment, Closing Net Cash and Equity Value set forth therein will be conclusive and binding for all purposes hereof.

If Parent and the Stockholder Representative resolve any such disagreement(s) within thirty (30) days after Parent’s receipt of the Objection Notice, such agreement and the resulting calculation of the Equity Value shall be conclusive and binding for all purposes hereof. If Parent and the Stockholder Representative are unable to resolve any disagreement set forth in the Objection Notice within thirty (30) days after Parent’s receipt of the Objection Notice, Parent or the Stockholder Representative may refer the accounting matters remaining in dispute for final determination to KPMG LLP (the “Chosen Firm”); provided that, if KPMG LLP is not willing to serve as the Chosen Firm, to such other reputable, national independent accounting firm as Parent and the Stockholder Representative may designate by mutual agreement, or failing such agreement, an impartial national independent accounting firm designated by a court of competent jurisdiction upon application of Parent or the Stockholder Representative.

The Chosen Firm shall only have authority to resolve those unresolved accounting matters raised in the Objection Notice that are specifically referred to it for resolution and corresponding changes to other items necessitated by changes made in a disputed item; provided that the Chosen Firm may not assign a value to any item greater than the greater value, or less than the smaller value, for such item claimed by either Parent or the Stockholder Representative. The Chosen Firm shall apply the provisions of this Section 3.1 in resolving any dispute pursuant hereto. The parties shall use their commercially reasonable efforts to cause the Chosen Firm to resolve any such disputed accounting matters within thirty (30) days after such referral and, in any case, as promptly as practicable after such referral.

The decision of the Chosen Firm as to any accounting matters referred to it shall be in writing and, absent manifest error, shall be final and binding for all purposes of this Agreement. Any disagreements between Parent and the Stockholder Representative with respect to any matters of law or the interpretation of this Agreement (not including any disagreement related to the application of the Accounting Principles, which disagreement shall be decided by the Chosen Firm) remain subject to Section 9.10, and the Chosen Firm shall have no authority to decide such matters unless specifically agreed by Parent and the Stockholder Representative at the time, and any dispute as to whether a matter is an accounting matter or a matter of law or interpretation of this Agreement will, unless otherwise agreed in writing by Parent and the Stockholder Representative at the time, be resolved by a court of competent jurisdiction.

The fees and disbursements of the Chosen Firm shall be paid

6 one-half by Parent, on the one hand, and one-half from the Price Adjustment Escrow, on the other. (f) Price Adjustment Escrow; Price Adjustment Payment. On the Closing Date, Parent shall cause Acquisition Sub to deposit the Price Adjustment Escrow with the Escrow Agent, to be held and disbursed in accordance with the Escrow Agreement and this Section 3.1(f). If the Equity Value, as finally determined pursuant to Section 3.1(e) is less than the Estimated Equity Value used to determine the Per Share Initial Merger Consideration, then within two (2) Business Days after such final determination, Parent and the Stockholder Representative shall jointly instruct the Escrow Agent in writing to disburse the amount of such shortfall, multiplied by the Participation Percentage, plus any interest or earnings attributable thereto, to the Surviving Corporation from the Price Adjustment Escrow, and to disburse any remainder of the Price Adjustment Escrow, together with any interest or earnings attributable thereto, to the Paying Agent, for the benefit of the former holders of Participating Shares as additional Merger Consideration.

If the Equity Value, as finally determined pursuant to Section 3.1(e) is greater than the Estimated Equity Value used to determine the Per Share Initial Merger Consideration, then within two (2) Business Days after such final determination, (i) Parent and the Stockholder Representative shall jointly instruct the Escrow Agent in writing to disburse the Price Adjustment Escrow, together with any interest or earnings attributable thereto, to the Paying Agent, for the benefit of the former holders of Participating Shares as additional Merger Consideration, and (ii) Parent shall deposit, or cause to be deposited with the Paying Agent, for the benefit of the former holders of Participating Shares as additional Merger Consideration (on a pro rata basis with respect to each former Participating Share), cash constituting an amount equal to the amount of such excess, multiplied by the Participation Percentage, plus interest on such amount accruing at an annual rate equal to the “prime rate” as published in the Money Rates column of The Wall Street Journal (Eastern Edition) as published on the Closing Date, calculated based on the number of days from the Closing Date to the date of such payment.

Notwithstanding anything to the contrary in this Agreement, in no event shall any amounts to be disbursed or paid by or to Parent under this Section 3.1(f) be offset against any other amounts due to or from Parent hereunder.

(g) Divestiture of Investment Portfolio. Promptly following the date hereof, and in all events no later than thirty (30) days after the date of this Agreement, the Company shall, in consultation with Deloitte, cause to be prepared and delivered to Parent a reasonably detailed schedule setting forth the computation of the Company’s or it’s relevant Subsidiary’s adjusted tax basis in each of the assets included in the Investment Portfolio. The Company will promptly provide to Parent such supporting documentation regarding the calculation of such adjusted tax basis as Parent may reasonably request and will consult with Parent, and upon request the Company will use its reasonable commercial efforts to cause Deloitte (on a “hold harmless” basis) to consult with Parent, regarding such basis calculations.

From the date of this Agreement through the Closing, the Company shall keep Parent reasonably informed, on at least a monthly basis, as to the status of the divestiture of the assets included in the Investment Portfolio. Together with the delivery of the Estimated Closing Statement, the Company shall cause to be prepared and delivered to Parent a reasonably detailed schedule of all pre-Closing liquidations of the Investment Portfolio and subsequent distributions along with an estimate of all associated tax assets and liabilities and the accounting for those assets and liabilities. The Company will promptly provide to Parent such supporting documentation

7 regarding such estimate as Parent may reasonably request and will consult with Parent regarding the preparation and review of such schedule and supporting documentation. Section 3.2 Exchange of Certificates. (a) Designation of Paying Agent; Deposit of Exchange Fund. Prior to the Closing, Parent and the Company shall jointly designate a bank, trust or similar company (the “Paying Agent”), for the payment of the Per Share Initial Merger Consideration as provided in Section 3.1(b) and subsequent Price Adjustment Payments as provided in Section 3.1(f), Parent shall deposit, or cause to be deposited with the Paying Agent, immediately prior to the Effective Time, cash in an amount equal to the Exchange Fund.

In the event the Exchange Fund shall be insufficient to make the payments contemplated by Section 3.1(b), Parent promptly shall deposit, or cause to be deposited, additional funds with the Paying Agent in an amount equal to the deficiency in the amount required to make such payments. Parent shall cause the Exchange Fund and any amounts deposited with the Paying Agent pursuant to Section 3.1(f) to be (A) held for the benefit of the holders of Company Common Stock, Class B Common Stock, Class C Common Stock (if any) and Class D Common Stock and (B) applied promptly to making the payments pursuant to Section 3.1(b) and Section 3.1(f).

The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to Section 3.1, except as expressly provided for in this Agreement.

(b) Letter of Transmittal. As promptly as reasonably practicable following the Effective Time and in any event not later than the second (2nd ) Business Day thereafter, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Certificate or Book-Entry Share that immediately prior to the Effective Time represented outstanding shares of Company Common Stock, Class B Common Stock, Class C Common Stock (if any) or Class D Common Stock (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and which shall be in the form and have such other provisions as Parent and the Company may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration into which the number of shares of Company Common Stock, Class B Common Stock, Class C Common Stock (if any) or Class D Common Stock previously represented by such Certificate or Book-Entry Shares shall have been converted pursuant to this Agreement (which letter of transmittal and instructions shall be in the form and have such other provisions as Parent and the Company may reasonably specify).

(c) Timing of Exchange. Upon surrender of a Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration as and when provided herein for each share of Company Common Stock, Class B Common Stock, Class C Common Stock (if any) or Class D Common Stock formerly represented by such Certificate or Book-Entry Share upon the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or

8 Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith canceled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on any portion of the Merger Consideration payable following the surrender of the Certificates or Book-Entry Shares.

(d) Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Company Common Stock, Class B Common Stock, Class C Common Stock (if any) or Class D Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer or for any other reason, the holder of any such Certificates or Book-Entry Shares shall be given a copy of the letter of transmittal referred to in Section 3.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article III.

(e) Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time shall be delivered to the Surviving Corporation, upon written demand, and any such holders prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation as a general creditor thereof for payment of their claims for Merger Consideration in respect thereof.

(f) No Liability. None of Parent, Acquisition Sub, the Company, the Surviving Corporation, the Stockholder Representative or the Paying Agent shall be liable to any Person in respect of any cash held in the Exchange Fund (or held by the Surviving Corporation following termination of the Exchange Fund) delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

If any Certificates or Book-Entry Shares shall not have been surrendered immediately prior to the date on which any cash in respect of such Certificate or Book-Entry Share would otherwise escheat to or become the property of any Governmental Authority, any such cash in respect of such Certificate or Book-Entry Share shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. (g) Investment of Exchange Fund. The Paying Agent may invest any cash included in the Exchange Fund or otherwise deposited with the Paying Agent pursuant hereto as directed by Parent or, after the Effective Time, the Surviving Corporation; provided that (i) no such investment shall relieve Parent or the Paying Agent from making the payments required by this Article III, and following any losses Parent promptly shall provide additional funds to the Paying Agent for the benefit of the holders of Company Common Stock, Class B Common Stock, Class C Common Stock (if any) and Class D Common Stock in the amount of such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States of America with maturities of no more than thirty (30) days or guaranteed by

9 the United States of America and backed by the full faith and credit of the United States of America. Any interest or income produced by such investments will be payable to the Surviving Corporation or Parent, as directed by Parent. (h) Withholding. Each of Parent, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from any payment on account of the Merger Consideration and from any amounts otherwise payable pursuant to this Agreement to any Person such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code and the Treasury Regulations or any provision of applicable state, local or foreign Tax Law.

To the extent that amounts are so deducted and withheld and paid over to the appropriate Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

(i) Stockholder Representative Fund. At the Effective Time, Parent shall cause to be delivered to such bank, trust or similar company as the Stockholder Representative may designate not less than two (2) Business Days prior to the Closing Date, the sum of $2,000,000 multiplied by the Participation Percentage, by wire transfer of immediately available funds (the “Stockholder Representative Fund”), for use by the Stockholder Representative to cover all reasonable costs and expenses incurred in the performance of its duties in respect of this Agreement and in accordance with Section 9.13. Upon the completion of the Stockholder Representative’s duties hereunder, any funds remaining in the Stockholder Representative Fund shall be deposited with the Paying Agent, for the benefit of the former holders of Participating Shares as additional Merger Consideration (a “Representative Fund Distribution”).

Section 3.3 Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable and customary amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to which the holder thereof is from time to time entitled pursuant to this Article III.

Section 3.4 Dissenting Shares. Notwithstanding Section 3.1(b), to the extent that holders thereof are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Common Stock, Class B Common Stock, Class C Common Stock (if any) and Class D Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly exercised and perfected his, her or its demand for appraisal rights under Section 262 of the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration, but the holders of such Dissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, however, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL (whether occurring before, at or after the Effective Time), such holder’s shares of Company Common Stock, Class B Common Stock, Class C Common Stock (if any) or Class D Common Stock shall

10 thereupon be deemed to have been converted as of the Effective Time into the right to receive the Per Share Initial Merger Consideration, plus an amount equal (on a per share basis) to any Price Adjustment Payment or Representative Fund Distribution, in each case made from time to time, in each case, without any interest thereon, and such shares shall not be deemed to be Dissenting Shares. Any payments required to be made with respect to the Dissenting Shares (or any shares that cease to be Dissenting Shares pursuant to this Section 3.4) shall be made by Parent (and not the Paying Agent, Company or Acquisition Sub).

Section 3.5 Transfers; No Further Ownership Rights. After the Effective Time, there shall be no registration of transfers on the stock transfer books of the Company of shares of Company Common Stock, Class B Common Stock, Class C Common Stock (if any) or Class D Common Stock that were outstanding immediately prior to the Effective Time. If Certificates or Book-Entry Shares are presented to the Surviving Corporation for transfer following the Effective Time, they shall be canceled against delivery of the Merger Consideration, as provided for in Section 3.1(b), for each share of Company Common Stock, Class B Common Stock, Class C Common Stock (if any) or Class D Common Stock formerly represented by such Certificates or Book-Entry Shares.

Payment of the Merger Consideration in accordance with the terms of this Article III, and, if applicable, any unclaimed dividends upon the surrender of Certificates, shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock, Class B Common Stock, Class C Common Stock (if any) or Class D Common Stock formerly represented by such Certificates or Book- Entry Shares.

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY Subject to Section 9.3(b), except as disclosed in the corresponding section of the Company Disclosure Letter, the Company hereby represents and warrants to Parent and Acquisition Sub as of the date hereof and, for purposes of Section 7.2(a), again as of the Effective Time, provided that the failure of any representation and warranty to be true and correct as of the Effective Time shall not result in any liability of any kind hereunder, as follows: Section 4.1 Organization and Qualification; Subsidiaries. Each of the Company and its Subsidiaries is a corporation, partnership or other entity duly organized, validly existing and (to the extent applicable) in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite entity power and authority to conduct its business as it is now being conducted, except where the failure to be in good standing or to have such power and authority would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

Each of the Company and its Subsidiaries is duly qualified or licensed to do business and (to the extent applicable) is in good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and (to the extent applicable) in good standing would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company is not in violation of any provision of its amended and restated certificate of incorporation (the “Company Charter”) or its amended and restated bylaws (the “Company Bylaws”).

The Company has made available to Parent correct and complete copies of

11 the Company Charter, the Company Bylaws and the organizational or governing documents of each material Subsidiary, each as currently in effect. Section 4.2 Capitalization. (a) Subject only to conversions occurring under the terms of the Company Charter after the date of this Agreement, and to matters described in Section 4.2(a) of the Company Disclosure Letter or as expressly permitted pursuant to this Agreement, the authorized capital stock of the Company consists of (i) 10,000,000 shares of Company Common Stock, 1,092,607 shares of which are issued and outstanding, (ii) 100,000 shares of Preferred Stock, no shares of which are outstanding, (iii) 5,000,000 shares of Class B Common Stock, 3,542,164 shares of which are issued and outstanding, (iv) 3,000,000 shares of Class C Common Stock, no shares of which are outstanding and (v) 3,000,000 shares of Class D Common Stock, 2,726,112 shares of which are issued and outstanding, such issued and outstanding shares being duly authorized, fully paid and non-assessable and validly issued in compliance with all requirements in applicable Company Contracts.

Other than as set forth in Section 4.2(a) of the Company Disclosure Letter, no shares of Company Common Stock, Preferred Stock, Class B Common Stock, Class C Common Stock or Class D Common Stock are held in the treasury of the Company. Other than as set forth above in this Section 4.2(a) or in Section 4.2(a) of the Company Disclosure Letter or as expressly permitted pursuant to this Agreement, there are no existing and outstanding (A) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or any phantom stock, phantom equity, stock appreciation rights or other arrangements of any type intended to track or reflect the value or performance of any equity interest in the Company, (B) contractual obligations of the Company or any of its Subsidiaries to issue, exchange, repurchase, redeem or otherwise acquire any capital stock or other equity interest of the Company or any of its Subsidiaries or (C) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock of the Company.

(b) Except as set forth in Section 4.2(b) of the Company Disclosure Letter, all of the outstanding shares of capital stock or equivalent equity interests of each of the Company’s Subsidiaries are owned of record and beneficially, directly or indirectly, by the Company or the relevant wholly-owned Subsidiary, free and clear of all Liens except for restrictions imposed by applicable securities laws and Permitted Liens. (c) Except as set forth in Section 4.2(c) of the Company Disclosure Letter or the Company Financial Statements and except for the Investment Portfolio, neither the Company nor any of its Subsidiaries owns any interest or investment (whether equity or debt), or any option, warrant or right to purchase or acquire, or right convertible into or exchangeable for any interest or investment, in any corporation, partnership, joint venture, trust or other entity, other than a Subsidiary of the Company, or has any right or obligation to acquire any such interest or investment in each case where the amount thereof exceeds $1,000,000.

Section 4.3 Authority Relative to Agreement.

12 (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby, including the Merger. The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and except for the Requisite Stockholder Approval, no other corporate action or proceeding on the part of the Company or any Subsidiary is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement.

This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

(b) The board of directors of the Company has, by resolutions duly adopted by the requisite vote of the directors, (i) adopted this Agreement and the transactions contemplated hereby, (ii) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the Company and Company’s stockholders and (iii) resolved to make the Company Recommendation (provided that any change or modification or rescission of such recommendation by the board of directors of the Company in accordance with Section 6.5 shall not be a breach of the representation in clause (iii) of this Section 4.3(b)).

(c) Assuming the accuracy of the representation contained in Section 5.10, the Requisite Stockholder Approval is the only approval of holders of securities of the Company that is required in connection with the consummation of any of the transactions contemplated hereby.

Section 4.4 No Conflict; Required Filings and Consents. (a) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (i) violate any provision of the Company Charter or the Company Bylaws, (ii) assuming that the Consents, registrations, declarations, filings and notices referred to in Section 4.4(b) have been obtained or made, any applicable waiting periods referred to therein have expired and any condition precedent to any such Consent has been satisfied, conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, (iii) result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, acceleration or cancellation of, any Company Material Contract, or result in the creation of a Lien, other than any Permitted Lien or any Lien created as a result of any action taken by Parent or Acquisition Sub, upon any of the property or assets of the Company or any of its Subsidiaries, or (iv) give rise to any repurchase, redemption, put, call or similar right pursuant

13 to any JV Documentation, other than, in the case of clauses (ii) and (iii) any such conflict, violation, breach, default, termination, acceleration, cancellation or Lien that would not be material to the Company and its Subsidiaries, taken as a whole. (b) No material consent, approval, license, permit, Order or authorization (a “Consent”) of, or registration, declaration or filing with, or notice to, any Governmental Authority is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (i) the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (ii) applicable requirements under corporation or Blue Sky Laws of various states, (iii) such filings as may be required in connection with the Taxes described in Section 8.6, (iv) such other items required solely by reason of the participation of Parent or Acquisition Sub in the transactions contemplated hereby, (v) such Consents, registrations, declarations, filings or notices set forth in Section 4.4 of the Company Disclosure Letter, (vi) compliance with and filings or notifications under the HSR Act and any other applicable U.S.

or foreign competition, antitrust, merger control or investment Laws (together with the HSR Act, “Antitrust Laws”) and (vii) such other Consents, registrations, declarations, filings or notices the failure of which to be obtained or made would not be material to the Company and its Subsidiaries, taken as a whole.

Section 4.5 Permits; Compliance With Laws. (a) The Company and its Subsidiaries hold, and are in compliance in all material respects with, all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders necessary for the Company and its Subsidiaries, taken as a whole, to carry on their business as it is now being conducted, except as would not be material to the Company and its Subsidiaries, taken as a whole, or to the operation of any of the Company’s cement plants, the Houston cement terminals and the Portland cement import facility in all material respects in substantially the same manner as presently operated (the “Material Company Permits”).

All such Material Company Permits are in full force and effect and no suspension or cancellation of any of the Material Company Permits is pending or, to the Knowledge of the Company, threatened in writing, other than any failure to hold, be in compliance or be in full force and effect, suspension or cancellation that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority regarding a violation of, conflict with, or failure to comply with, any terms or requirement of any Material Company Permit, which if ultimately determined to result in a violation of, conflict with, or failure to comply with any such terms or requirement, would be material to the Company and its Subsidiaries, taken as a whole.

(b) None of the Company or any of its Subsidiaries is or has, since January 1, 2014, been in default or violation (i) of any Law applicable to the Company or any of its Subsidiaries or (ii) of any Material Company Permit, in each case except for any such defaults or violations under clause (i) or clause (ii) that would not be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

14 (c) This Section 4.5 shall not apply to Section 4.11 (Employee Benefit Plans), Section 4.12 (Labor and Employment Matters), Section 4.14 (Taxes), Section 4.16 (Real Property), Section 4.17 (Environmental) and Section 4.22 (Certain Payments).

Section 4.6 Financial Statements. The Company has made available to Parent or the Acquisition Sub true and complete copies of the Company Financial Statements (including all related notes). The Company Financial Statements fairly present in all material respects the consolidated financial position as at the respective dates thereof and the consolidated operations and consolidated cash flows for the respective periods then ended, in each case of the Company and its consolidated Subsidiaries, in conformity with GAAP, applied on a consistent basis for the periods involved (except as may be indicated therein or in the notes thereto, and except for the absence of notes and other disclosure items and year-end audit adjustments consistent with past practices in the Unaudited Company Financial Statements).

The Subsidiary Financial Statements fairly present in all material respects the consolidated financial position as at the respective dates thereof and the consolidated operations and consolidated cash flows for the respective periods then ended, in each case of the relevant Subsidiary and its consolidated Subsidiaries, and were prepared in conformity with GAAP, applied on a consistent basis for the periods involved (except as may be indicated therein or in the notes thereto).

Section 4.7 Internal Controls. The books of account and other financial records of the Company and its Subsidiaries with respect to the business are complete and correct in all material respects. The Company has established and maintained a system of internal accounting controls sufficient to ensure the reliability of financial reporting and preparation of the Company Financial Statements, in accordance with GAAP, and to ensure that: (i) transactions are executed in all material respects in accordance with management’s general or specific authorizations, (ii) maintain accountability for assets, (iii) access to assets is permitted only in accordance in all material respects with management’s general or specific authorization, and (iv) the recorded assets are compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

The Company has made available to Parent copies of all material reports concerning internal controls delivered to the Company or any Subsidiary in conjunction with the Company Financial Statements or the Subsidiary Financial Statements (as applicable) by its external auditors since January 1, 2014. Section 4.8 Absence of Certain Changes or Events. Since January 1, 2017, (a) the businesses of the Company and its Subsidiaries have been conducted in the ordinary course of business consistent with past practice and (b) there has not been any adverse change, event, development or state of circumstances that has had a Company Material Adverse Effect.

Section 4.9 No Undisclosed Liabilities. Except (a) as reflected, disclosed or reserved against in the Company Financial Statements or the notes thereto, (b) for liabilities or obligations incurred in the ordinary course of business since and including January 1, 2017, (c) for liabilities or obligations incurred in connection with the transactions contemplated hereby, (d) for liabilities or obligations that would not be material to the Company and its Subsidiaries, taken as a whole, or (e) as set forth in Section 4.9 of the Company Disclosure Letter, the Company and its Subsidiaries do not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by Accounting Principles to be reflected on a consolidated balance sheet (or the notes thereto) of the Company.

15 Section 4.10 Litigation. There is no Action pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, that would reasonably be expected to result in losses or damages in excess of $10,000,000, or that would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. There is no Order outstanding against the Company or any of its Subsidiaries in an amount in excess of $10,000,000 or that would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. To the Knowledge of the Company, there is no investigation by any Governmental Authority involving the Company or any of its Subsidiaries that would reasonably be expected to result in losses or damages in excess of $10,000,000, or would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

There is no suit, action, or proceeding pending or, to the Knowledge of the Company, threatened seeking to prevent, enjoin, modify, materially delay or challenge the Merger of any of the other transactions contemplated by this Agreement. The Company has made available to Parent all auditor response letters issued by the Company’s attorneys to the independent auditors of the Company in connection with the preparation of the audited Company Financial Statements. The Company has made available to Parent a list of any litigation-related reserves carried on the books of the Company or any of its Subsidiaries.

Section 4.11 Employee Benefit Plans. (a) Section 4.11(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of each material Company Benefit Plan and each Multiemployer Plan. The Company has made available to Parent a true and complete copy of the following items with respect to each material Company Benefit Plan (in each case, only if applicable): (i) the plan document and all amendments thereto, (ii) each trust or other funding arrangement, (iii) each summary plan description, (iv) the financial statements (if any) for the two (2) most recent years for which such financial statements are available (in audited form if required by ERISA) and, where applicable, Annual Report/Returns (Forms 5500) with disclosure schedules, if any, and attachments for the two (2) most recent years for which such Annual Report/Return (Form 5500) is available, (v) the most recently prepared actuarial valuation report (including reports prepared for funding, deduction and financial accounting purposes), if applicable, (vi) all material insurance contracts, service agreements and related material contracts and documents, (vii) collective bargaining agreements (including memorandums of understanding and other side letter agreements), if any, relating to the establishment, maintenance, funding and operation of any Company Benefit Plan, and (viii) the most recently received IRS determination or opinion letter.

(b) Since January 1, 2014, each Company Benefit Plan has, in all material respects, been operated and administered in accordance with its terms and all applicable Laws, including ERISA and the Code, and there are no claims pending, or to the Knowledge of the Company, threatened actions, suits, disputes or claims by or on behalf of any Company Benefit Plan, by any employee or beneficiary covered under any such Company Benefit Plan, as applicable, or otherwise involving any such Company Benefit Plan (other than routine claims for benefits). To the Knowledge of the Company, no Company Benefit Plan is currently under examination or audit by any Governmental Authority, including the Department of Labor or the IRS.

16 (c) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter as to its qualification and no event has occurred or circumstance exists that would reasonably be expected to give rise to disqualification of any such Company Benefit Plan or loss of tax exempt status of a related trust. (d) No Company Benefit Plan is subject to the provisions of Section 302 or Title IV of ERISA or Section 412 of the Code. No liability under Section 302 or Title IV of ERISA or Section 412 of the Code has been incurred by the Company, any of its Subsidiaries or any of their ERISA Affiliates that has not been satisfied in full, and no condition exists that presents a material risk to the Company, any of its Subsidiaries or any of their ERISA Affiliates of incurring any such material liability.

None of the Company, any of its Subsidiaries or any of their ERISA Affiliates has, within the preceding six (6) years, withdrawn in a complete or partial withdrawal from any Multiemployer Plan or incurred any liability under Section 4204 of ERISA that has not been satisfied in full. No Company Benefit Plan is a multiple employer welfare arrangement (as defined in Section 3(40)(A) of ERISA) or a multiple employer plan within the meaning of Section 413(c) of the Code.

(e) With respect to each Multiemployer Plan, none of the Company, any of its Subsidiaries or any of their ERISA Affiliates has experienced a reduction in contribution base units in three (3) years prior to the date of this Agreement that would, if continued, reasonably be expected to result in a partial withdrawal assessment that could result in any liability to the Company, any of its Subsidiaries or any of their ERISA Affiliates, whether such liability is contingent or otherwise. No Multiemployer Plan has notified the Company, any of its Subsidiaries or any of their ERISA Affiliates of any failure to satisfy minimum funding standards or of its status as a critical or endangered plan.

(f) Except as set forth in Section 4.11(f) of the Company Disclosure Letter or as expressly provided in this Agreement, neither the execution or delivery of this Agreement nor the consummation of the Merger (either alone or in combination with another event) will (i) entitle any current or former director, employee, officer, consultant or independent contractor of the Company or any of its Subsidiaries to any material payment or benefit, (ii) materially increase the amount or value of any compensation, benefit or other obligation payable or required to be provided to any such director, employee, officer, consultant or independent contractor, or any Company Benefit Plan, (iii) accelerate the time of payment or vesting of amounts due any such director, employee, officer, consultant or independent contractor or accelerate the time of any funding (whether to a trust or otherwise) of compensation or benefits in respect of any of the Company Benefit Plans, or (iv) result in the payment of any amounts that would not be deductible for federal income tax purposes by reason of Section 280G of the Code.

(g) Except as set forth in Section 4.11(g) of the Company Disclosure Letter or as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, none of the Company or its Subsidiaries has any material obligations for post-termination health or life insurance benefits under any Company Benefit Plan (other than for continuation coverage required to be provided pursuant to Section 4980B of the Code).

17 (h) Since January 1, 2014, all contributions, premium payments and other payments required to be made in connection with the Company Benefit Plans have been made in all material respects. (i) Each Company Benefit Plan has at all times while subject to Section 409A of the Code complied in all material respects with Section 409A of the Code. No person is entitled to receive any additional payment (including any tax gross-up or other payment) from the Company or any of its Subsidiaries as a result of the imposition of the excise taxes required by Section 4999 of the Code or any taxes required by Section 409A of the Code.

Section 4.12 Labor and Employment Matters.

(a) Except as set forth in Section 4.12(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or bound by any works council or collective bargaining agreement. There are no labor related strikes, walkouts or other material work stoppages pending or, to the Knowledge of the Company, threatened in writing, and, since January 1, 2014, neither the Company nor any of its Subsidiaries has experienced any such labor related strike, walkout or other material work stoppage. To the Knowledge of the Company, there is no pending organizing campaign and no labor union or works council has made a pending written demand for recognition or certification, in each case, with respect to any employees of the Company or any of its Subsidiaries in relation to their employment with the Company or any such Subsidiary.

(b) There are no employment agreements to which the Company or any Subsidiary is a party. Except as set forth in Section 4.12(b) of the Company Disclosure Letter, there are no agreements that entitle any employee to compensation or other consideration as a result of the acquisition by any Person of control of the Company or its Subsidiaries (including where contingent on any other event or occurrence). (c) The Company and its Subsidiaries are, and have been at all times since January 1, 2014, in compliance in all material respects with Laws regarding employment and employment practices, and with all agreements relating to the employment of any Person, including applicable wage and hour laws, workers’ compensation laws, occupational safety laws, anti-discrimination laws, leave laws, worker eligibility laws, unemployment laws and social security laws, and there are no failures to comply with or outstanding Actions or Orders under any such Laws that would be material to the Company and its Subsidiaries, taken as a whole.

(d) Since January 1, 2016, neither the Company nor any Subsidiary has effectuated: (i) a “plant closing” (as defined in the WARN Act) or any similar state or local Law or (ii) a “mass layoff” (as defined in the WARN Act, or any similar state or local Law).

18 Section 4.13 Intellectual Property. (a) The Company and its Subsidiaries own, or have the right to use in the manner currently used, all patents, trademarks, trade names, copyrights, Internet domain names, social media handles and accounts, service marks, trade secrets and other intellectual property rights (the “Intellectual Property”) that are material to the business of the Company and its Subsidiaries, taken as a whole, as currently conducted (the “Company Intellectual Property”). Neither the Company nor any of its Subsidiaries has received, in the twelve (12) months preceding the date hereof (or earlier if still unresolved), any allegation, charge, complaint, claim, demand or notice challenging the validity or exploitation of any of the Company Intellectual Property owned by the Company or any of its Subsidiaries, which would reasonably be expected to result in an alteration of the business of Company and its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

(b) To the Knowledge of the Company, the conduct of the business of the Company and its Subsidiaries as currently conducted does not infringe upon or misappropriate any Intellectual Property of any other Person, except for any infringements or misappropriations as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company or any of its Subsidiaries has received, in the past three (3) years, any allegation, charge, complaint, claim, demand or notice alleging any such infringement or misappropriation by the Company or any of its Subsidiaries that has not been settled or otherwise fully resolved, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

To the Knowledge of the Company, as of the date hereof, no other Person is infringing or misappropriating any Company Intellectual Property in any material respect. Neither the Company nor any Subsidiary has any liability for past infringement, misappropriation, violation or unauthorized use of the Intellectual Property of a third party, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. This Section 4.13 constitutes the only representation and warranty of the Company with respect to any actual or alleged infringement, misappropriation or other violation of any Intellectual Property of any other Person.

(c) Section 4.13(c) of the Company Disclosure Letter sets forth a correct and complete list (in all material respects) as of the date hereof of all (i) patents and patent applications, (ii) trademark registrations and applications, (iii) copyright registrations and applications, (iv) Internet domain name registrations and (v) social media handles and accounts, in each case owned or registered by the Company or any of its Subsidiaries. There is no Action pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries relating to Intellectual Property, and no Company Intellectual Property owned by the Company or its Subsidiaries is subject to any proceeding or outstanding decree, order, judgment, settlement, agreement or stipulation (i) restricting the use, transfer, sale or licensing thereof by the Company or its Subsidiaries or (ii) affecting the validity, registrability, ownership use or enforceability of such Company Intellectual Property, in each case expect for any such proceedings or outstanding decrees, orders, judgments, settlements, agreements or stipulations as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.

19 (d) No current or former employee or contractor of the Company or its Subsidiaries has any right in, or right to payment with respect to, the Company Intellectual Property. (e) The Company and its Subsidiaries have taken commercially reasonable measures to protect the confidentiality of any Company Intellectual Property and other proprietary information, the value of which is contingent upon maintaining the confidentiality thereof, and of third party confidential information provided to the Company or its Subsidiaries under an obligation of confidentiality.

(f) The Company and its Subsidiaries have complied in all material respects with applicable data protection and privacy laws in force from time to time in the parts of the world where the Company and its Subsidiaries operate and/or process personal data, except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole.

No Action alleging (i) a material violation of any Person’s privacy, personal or confidentiality rights under any such rules, policies or procedures or (ii) any breach, misappropriation or unauthorized disclosure, access, use or dissemination of any personal data is pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries by any Person. The Company and its Subsidiaries have taken reasonable steps (including implementing and monitoring compliance with adequate measures with respect to technical and physical security) to reasonably ensure that any personal data collected by the Company or its Subsidiaries is protected against loss and against unauthorized access, use, modification, disclosure or misuse.

Section 4.14 Taxes. (a) (i) The Company and each of its Subsidiaries has duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by any of them, (ii) each of such filed Tax Returns (taking into account all amendments thereto) is complete and accurate in all material respects, and (iii) all material Taxes, whether or not shown to be due on such Tax Returns, have been timely paid or accrued for on the books of Company or the relevant Subsidiary, if not yet due. (b) The Company and each of its Subsidiaries has complied in all material respects with all applicable Laws related to withholding of Taxes and the payment thereof in connection with any amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party.

(c) (i) Neither the Company nor any of its Subsidiaries has received written notice of any audit, examination, investigation or other proceeding from any taxing authority in respect of liabilities for a material amount of Taxes of the Company or any of its Subsidiaries, which have not been fully paid or settled or accrued for on the books of Company or the relevant Subsidiary, if not yet due; (ii) there are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than Permitted Liens; and (iii) neither the Company nor any of its Subsidiaries has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax that is still outstanding, nor is any request for any such waiver or extension pending.

20 (d) Neither the Company nor any of its Subsidiaries has engaged in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2), in any tax year for which the statute of limitations has not expired. (e) There are no pending, threatened in writing or ongoing audits, examinations, investigations or other proceedings by any Governmental Authority in respect of material Taxes of or with respect to the Company or any of its Subsidiaries. (f) No written claim has been made by any Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries do not currently file a Tax Return that asserts the Company or any of its Subsidiaries are or may be subject to taxation by that jurisdiction in respect of Taxes that would be covered by or the subject of such Tax Return, nor has any such assertion been threatened or proposed in writing and received by the Company or any of its Subsidiaries.

(g) Within the last two (2) years, none of the Company or any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in any transaction intended to qualify under Section 355 of the Code. (h) Neither the Company nor any of its Subsidiaries has any liability under any Tax sharing, Tax indemnification, or similar agreement with any Person other than the Company or any of its Subsidiaries, other than any commercial agreement entered into in the ordinary course of business, the principal purpose of which does not relate to Tax. (i) No material closing agreements, private letter rulings or similar agreements or rulings have been entered into or issued by any Governmental Authority with respect to the Company or any Subsidiary which would be binding following the Effective Time, and no such agreements or rulings have been applied for by the Company or any Subsidiary and are currently pending.

Except for Section 4.6 (Financial Statements), and except insofar as Section 4.11 (Employee Benefits Plans) relates to Taxes, Section 4.11, this Section 4.14 contains the sole and exclusive representations and warranties of the Company and its Subsidiaries relating to Taxes. Section 4.15 Material Contracts. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a list, as of the date hereof, of each Company Material Contract. Except as set forth in Section 4.15(a) of the Company Disclosure Letter, the Company has made available to Parent a correct and complete copy of each Company Material Contract.

For purposes of this Agreement, “Company Material Contract” shall mean any Contract to which the Company or any of its Subsidiaries is a party or their respective properties or assets are bound, except for this Agreement, that: (i) is a joint venture, alliance or partnership agreement that is material to the operation of the Company and its Subsidiaries, taken as a whole, including the JV Documentation relating to Concrete Company of Springfield, Houston Cement Company, L.P. and Ash Grove Resources, LLC;

21 (ii) is a loan, guarantee of indebtedness or credit agreement, note, mortgage, indenture or other binding commitment (other than those between the Company and its Subsidiaries), in each case relating to indebtedness for borrowed money in an amount in excess of $1,000,000 individually; (iii) is a license agreement pursuant to which the Company or a Subsidiary thereof has acquired the right to use any material Intellectual Property, other than (A) those in which grants of Intellectual Property rights are incidental to such Contract or (B) those with respect to Intellectual Property that is generally commercially available; (iv) is an acquisition agreement, asset purchase agreement, stock purchase agreement or other similar agreement (other than agreements to purchase or acquire inventory in the ordinary course of business) entered into after December 31, 2015 and which has not yet been consummated, pursuant to which (A) the Company or any Subsidiary thereof reasonably expects that it is required to pay total consideration (including assumption of debt) after the date hereof in excess of $10,000,000 or (B) any other Person has the right to acquire any assets of the Company or any of its Subsidiaries (or any interests therein) after the date of this Agreement with a purchase price of more than $10,000,000; (v) except as would not be material to the Company and its Subsidiaries, taken as a whole, prohibits by its express terms the Company or any of its Subsidiaries from engaging or competing in any material line of business, in any geographical location or with any Person or requires or commits by its express terms the Company or any of its Subsidiaries to exclusive dealing; (vi) any material Contract between or among the Company or its Subsidiaries, on the one hand, and any officer or director of the Company or any of the Company’s Subsidiaries, on the other hand; (vii) any lease or similar agreement under which: (A) the Company or any of its Subsidiaries is the lessee of, or holds or uses, any machinery, equipment, vehicles or other tangible personal property owned by any third party for an annual rent in excess of $10,000,000 or (B) the Company or any of its Subsidiaries is the lessor of, or makes available for use by any Third Party, any tangible personal property owned by it having a value in excess of $10,000,000; or (viii) any other Contract that has (A) an annual value of greater than $10,000,000, (B) a value over the remaining term thereof of more than $50,000,000 or (C) a term longer than 24 months, in each case other than any such Contract that is cancellable without payment or penalty on not more than ninety (90) days.

(b) Neither the Company nor any Subsidiary of the Company is in breach of or default under the terms of any Company Material Contract, except such as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. To the Knowledge of the Company, no other party to any Company Material Contract is

22 in breach of or default under the terms of any Company Material Contract, except such as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. Each Company Material Contract is a valid and binding obligation of the Company or its Subsidiary and, to the Knowledge of the Company, the other parties thereto, except such as would not be material to the Company and its Subsidiaries, taken as a whole; provided that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights and remedies generally and (ii) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Section 4.16 Real Property. (a) All real property owned by the Company or any of its Subsidiaries that is (A) part of a cement plant or (B) otherwise material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as currently conducted (collectively, including the improvements thereon, the “Owned Real Property”) is disclosed in Section 4.16(a) of the Company Disclosure Letter. The Company or one of its Subsidiaries holds fee simple title to all Owned Real Property (including applicable mineral rights), except for Permitted Liens and for Liens that, individually or in the aggregate, are not material to the Company and its Subsidiaries, taken as a whole.

(b) All real property leased, subleased, licensed or otherwise occupied (whether as a tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any of its Subsidiaries that is material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as currently conducted (collectively, including the improvements thereon, the “Leased Real Property”, and together with the Owned Real Property, the “Real Property”) is disclosed in Section 4.16(b) of the Company Disclosure Letter and the Company has made available to Parent or the Acquisition Sub a correct and complete copy of each written lease in respect thereof (including all amendments and modifications thereto).

The Company or its relevant Subsidiary has valid leasehold, subleasehold or license interest in all Leased Real Property free and clear of all Liens, except for Permitted Liens. Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any Subsidiary (i) is in breach of or default under the terms of any lease, sublease or license in respect of any Real Property, or (ii) has received any written communication from, or given any written communication to, any other party to a lease, sublicense or license in respect of any Leased Real Property or any lender, alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such lease, sublease or license.

(c) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed Action or agreement for taking in lieu of condemnation (nor to the Knowledge of the Company, is any such proceeding, Action or agreement pending or threatened) with respect to the Real Property or any portion thereof. (d) The improvements to the Real Property currently used in the operation of the businesses of the Company and its Subsidiaries are in good working order

23 (reasonable wear and tear excepted), except for any failure to be in good working order as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole.

Section 4.17 Environmental. Except as set forth in Section 4.17 of the Company Disclosure Letter: (a) the Company and its Subsidiaries are and, since January 1, 2014, have been in compliance with all applicable Environmental Laws, including possessing and maintaining compliance with all Material Company Permits required for their operations under applicable Environmental Laws, except for any failure to comply with any such applicable Environmental Laws as would not be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole; (b) there is no pending or, to the Knowledge of the Company, threatened, Action pursuant to any Environmental Law against the Company or any of its Subsidiaries, which if determined adversely would be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Neither the Company nor any of its Subsidiaries has received, in the past twelve (12) months (or earlier if unresolved), written notice from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in material violation of any applicable Environmental Law or otherwise has a material liability under any applicable Environmental Law. Except for the Air Quality Consent Decree, neither the Company nor any of its Subsidiaries is a party or subject to any Order pursuant to any Environmental Law; (c) with respect to the Real Property, except as would not be material to the Company and its Subsidiaries, taken as a whole, there has been no Release, spill or discharge of Hazardous Materials on or underneath any of such real properties that has caused environmental contamination at such real properties that is reasonably likely to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or in a liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; and (d) the representations and warranties set forth herein are the Company’s sole and exclusive representations with respect to compliance with or Actions under Environmental Laws (including any Material Company Permits under applicable Environmental Laws).

Section 4.18 Brokers. No broker, finder, investment banker, consultant or intermediary other than J.P. Morgan Securities LLC (“J.P. Morgan”), the fees and Expenses of which will be paid by the Company at or prior to the Effective Time, is entitled to any investment banking, brokerage, finder’s or similar fee or commission in connection with the Merger or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of its Subsidiaries. Section 4.19 Opinion of Financial Advisor. The board of directors of the Company has received the opinion of J.P.

Morgan to the effect that, as of the date of such

24 opinion and subject to the assumptions, limitations, qualifications and other matters considered in the preparation thereof as set forth in such opinion, the Merger Consideration to be paid to the holders (other than Parent and its Affiliates) of shares of Company Common Stock, Class B Common Stock, Class C Common Stock (if any) and Class D Common Stock pursuant to this Agreement is fair, from a financial point of view, to such holders. Section 4.20 Insurance. The Company and its Subsidiaries have paid, or have caused to be paid, all premiums due under any material insurance policies and have not received written notice that they are in default with respect to any obligations under such policies.

Section 4.20 of the Company Disclosure Letter sets forth a list of all material insurance policies covering the Company or its Subsidiaries or their respective assets, properties, employees, operations, officers and directors, including for each such policy the corresponding carrier, policy type, policy term, policy limits, self-insured retention or deductible and premium. Neither the Company nor any of its Subsidiaries has received any written notice of cancellation or termination with respect to any existing material insurance policy that is held by, or for the benefit of, any of the Company or any of its Subsidiaries, other than as would not have a Company Material Adverse Effect.

The Company has made available to Parent true and complete copies of any insurance “loss runs” with respect to Company and its Subsidiaries for the past three (3) years.

Section 4.21 Transactions with Affiliates. Except for compensation arrangements or other employment arrangements in the ordinary course, no executive officer or director of the Company or any of its Subsidiaries (nor any immediate family members of any executive officer or director) is a party to any Contract with or binding upon the Company or any of its Subsidiaries or any of their respective assets, rights or properties, or has any interest in any material property owned or used by the Company or any of its Subsidiaries. Section 4.22 Certain Payments. Neither the Company, any Subsidiary nor any of their respective managers, members, directors, officers, agents, employees or any other Person acting for or on behalf of any of them has directly or indirectly, in the past five (5) years: (a) made, promised or offered any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any Person, private or public, regardless of form, whether in money, property or services, in violation of any Law; (b) established or maintained any fund or asset or caused a payment that has not been accurately and fairly recorded in the books and records of the Company and the Subsidiaries; or (c) been the subject of a past or pending litigation or to the Knowledge of the Company, government investigation involving bribery, corruption or any payments as described above.

In the past five (5) years, neither the Company nor any Subsidiaries has commenced an internal investigation involving bribery, corruption or any payments or other matters described above.

Section 4.23 Products. Except as set forth on Section 4.23 of the Company Disclosure Letter or as would not be material to the Company and its Subsidiaries, taken as a whole, the products manufactured, sold, leased, delivered, designed or produced, and all services rendered, in each case during the past three (3) years, by the Company and its Subsidiaries have been in conformity in all material respects with all applicable contractual commitments and all express and implied warranties, subject only to any warranty reserve reflected in the Company Financial Statements. Except as set forth in Section 4.23 of the Company Disclosure Letter, and

25 except for claims or demands of the types and amounts that are typically the subject of credit memoranda issued by the Company or a Subsidiary in the normal and ordinary course of business or as reserved against in the most recent balance sheet in the Company Financial Statements, there is no pending or, to the Knowledge of the Company, threatened claim or demand against the Company or its Subsidiaries, arising out of any injury to any individuals or property as a result of the ownership, possession, or use of any product, component, other item or service furnished by the Company or its Subsidiaries, in each case that is material to the Company and its Subsidiaries, taken as a whole.

Section 4.23 of the Company Disclosure Letter sets forth a schedule of all warranty claims of the Company and its Subsidiaries experienced during the three (3)-year period prior to the date hereof involving settlement or anticipated liabilities individually in excess of $2,000,000.

Section 4.24 Personal Property. The Company and its Subsidiaries hold all right, title and interest to all of the personal properties and assets they purport to own, tangible or intangible, free and clear of all Liens (except Permitted Liens), except where the failure to hold all such right, title and interest would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The tangible personal property currently used in the operation of the businesses of the Company and its Subsidiaries is in good working order (reasonable wear and tear excepted), except for such failures to be in good working order as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

Section 4.25 No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV and any certificate delivered hereunder, neither the Company nor any other Person on behalf of the Company makes any express or implied representation or warranty with respect to the Company or with respect to any other information provided to Parent or Acquisition Sub in connection with the transactions contemplated hereby, including the accuracy, completeness or currency thereof. Neither the Company nor any other Person will have or be subject to any liability to Parent, Acquisition Sub or any other Person resulting from the distribution or failure to distribute to Parent or Acquisition Sub, or Parent’s or Acquisition Sub’s use of, any such information, including any information, documents, projections, estimates forecasts of other material made available or delivered to Parent or Acquisition Sub in any physical data room or any electronic data room and maintained by the Company for purposes of the Merger and the other transactions contemplated by this Agreement or management presentations in expectation of the transactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV or any certificate delivered hereunder.

ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB Except as disclosed in the Parent Disclosure Letter, Parent and Acquisition Sub hereby jointly and severally represent and warrant to the Company as of the date hereof and again as of the Effective Time as follows:

26 Section 5.1 Organization and Qualification. Each of Parent and Acquisition Sub is a corporation, partnership or other entity duly organized, validly existing and (to the extent applicable) in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite company power and authority to conduct its business as it is now being conducted. Each of Parent and Acquisition Sub is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not have a Parent Material Adverse Effect.

Parent has, prior to the date hereof, made available to the Company a copy of the Parent Organizational Documents, as currently in effect, and neither Parent nor Acquisition Sub is in violation of any provision of such documents. Section 5.2 Authority Relative to Agreement.

(a) Parent and Acquisition Sub have all necessary company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, including the Merger. The execution, delivery and performance of this Agreement by Parent and Acquisition Sub, and the consummation by Parent and Acquisition Sub of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary company action by Parent and Acquisition Sub, and no other action or proceeding on the part of Parent and Acquisition Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Acquisition Sub and the consummation by Parent and Acquisition Sub of the transactions contemplated by this Agreement.

This Agreement has been duly executed and delivered by Parent and Acquisition Sub and, assuming due authorization, execution and delivery of this Agreement by the other party hereto, constitutes a legal, valid and binding obligation of Parent and Acquisition Sub, enforceable against Parent and Acquisition Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

(b) The board of directors or similar governing body of each of Parent and Acquisition Sub has, by resolutions duly adopted by the requisite vote of the directors or similar governing members, (i) adopted this Agreement and the transactions contemplated hereby and (ii) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Parent, Acquisition Sub and their respective stockholders or other equity holders, as applicable. Parent, acting in its capacity as the sole stockholder of Acquisition Sub, has adopted this Agreement and the transactions contemplated hereby.

(c) Neither the execution and delivery of this Agreement by Parent and Acquisition Sub nor the consummation by Parent and Acquisition Sub of the transactions contemplated hereby will (i) violate any provision of Parent’s or Acquisition Sub’s certificate of incorporation or bylaws (or equivalent organizational documents), (ii) assuming that the Consents, registrations, declarations, filings and notices referred to in Section 5.3 have been obtained or made, any applicable waiting periods referred to therein have expired and any

27 condition precedent to any such Consent has been satisfied, conflict with or violate any Law applicable to Parent or Acquisition Sub or by which any property or asset of Parent or Acquisition Sub is bound or affected or (iii) result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, acceleration or cancellation of any Contract to which Parent or Acquisition Sub is a party, or by which any of their respective properties or assets is bound, or result in the creation of a Lien, upon any of the material property or assets of Parent or Acquisition Sub, other than, in the case of clauses (ii) and (iii), any such conflict, violation, breach, default, termination, acceleration, cancellation or Lien that would not have a Parent Material Adverse Effect.

(d) No vote of, or consent by, the holders of any class or series of capital stock of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby or otherwise required by the certificate of incorporation or bylaws of Parent, applicable Law (including any stockholder approval provisions under the rules of any applicable securities exchange) or any Governmental Authority.

Section 5.3 No Conflict; Required Filings and Consents. No Consent of, or registration, declaration or filing with, or notice to, any Governmental Authority is required to be obtained or made by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (a) the filing of the Certificate of Merger in accordance with the DGCL, (b) such other items required solely by reason of the participation of the Company in the transactions contemplated hereby, (c) compliance with and filings or notifications under the HSR Act or other Antitrust Laws and (d) such other Consents, registrations, declarations, filings or notices the failure of which to be obtained or made would not have a Parent Material Adverse Effect.

Section 5.4 Litigation. As of the date hereof, there is no Action pending or, to the Knowledge of Parent, threatened against Parent or any of its Subsidiaries that would have a Parent Material Adverse Effect, nor is there any Order of any Governmental Authority outstanding against, or, to the Knowledge of Parent, investigation by any Governmental Authority involving, Parent or any of its Subsidiaries that would have a Parent Material Adverse Effect. As of the date hereof, there is no is no suit, action, or proceeding pending or, to the Knowledge of Parent, threatened seeking to prevent, enjoin, modify, materially delay or challenge the Merger of any of the other transactions contemplated by this Agreement.

Section 5.5 Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or any of its Subsidiaries expressly for inclusion or incorporation by reference in the Proxy Statement or any notice and information sent pursuant to Section 6.2(e) will, at the date it is first mailed to the stockholders of the Company and at the time of the Stockholders’ Meeting (if applicable), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.

Section 5.6 Sufficient Funds. Parent has, as of the date of this Agreement, and at the Closing shall have, sufficient funds to enable Acquisition Sub to consummate the

28 transactions contemplated by this Agreement and to satisfy its obligations hereunder, including payment of the Merger Consideration in respect of each share of Company Common Stock, Class B Common Stock, Class C Common Stock (if any) and Class D Common Stock as and when due and the payment of all associated costs and Expenses of the Merger that are the responsibility of Parent, Acquisition Sub or the Surviving Corporation hereunder (including any repayment or refinancing of indebtedness of Parent, Acquisition Sub or the Company required in connection therewith).

Section 5.7 Capitalization of Acquisition Sub.

As of the date hereof, the authorized share capital of Acquisition Sub consists of 1,000 shares of common stock, $1.00 par value per share, all of which are validly issued and outstanding. All of the issued and outstanding share capital of Acquisition Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Acquisition Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, and it has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and other transactions contemplated by this Agreement.

Section 5.8 Investment Intention. Parent is acquiring through the Merger the shares of capital stock of the Surviving Corporation for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act) thereof. Parent understands that the shares of capital stock of the Surviving Corporation have not been registered under the Securities Act or any Blue Sky Laws and cannot be sold unless subsequently registered under the Securities Act, any applicable Blue Sky Laws or pursuant to an exemption from any such registration.

Section 5.9 Brokers. No broker, finder, investment banker, consultant or intermediary is entitled to any investment banking, brokerage, finder’s or similar fee or commission in connection with the Merger or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent, Acquisition Sub or any of their respective Subsidiaries. Section 5.10 Share Ownership. None of Parent, Acquisition Sub or any of their Affiliates has been, at any time during the three (3) years preceding the date hereof, an “interested stockholder” of the Company, as defined in Section 203 of the DGCL.

As of the date of this Agreement, none of Parent, Acquisition Sub or their respective controlled Affiliates owns (directly or indirectly, beneficially or of record) any Company Common Stock and none of Parent, Acquisition Sub or their respective controlled Affiliates holds any rights to acquire any Company Common Stock except pursuant to this Agreement.

Section 5.11 WARN Act. Except if required in connection in fulfillment of its obligations under Section 6.3(b), Parent and Acquisition Sub are neither planning nor contemplating, and Parent and Acquisition Sub have neither made nor taken, any decisions or actions concerning the employees of the Company or any of its Subsidiaries after the Effective Time that would require (a) the service of notice under the Worker Adjustment and Retraining Notification Act or any local, state or foreign Laws that would require advance notice of any such actions to employees, labor unions, works councils or Governmental Authorities

29 (collectively, the “WARN Act”) or (b) notice to or consultation to any labor union, works council or similar employee organization prior to the signing of this Agreement or, subject to any applicable effects bargaining required under applicable Law, the Effective Time, as may be applicable. Section 5.12 Acknowledgment of Disclaimer of Other Representations and Warranties. Each of Parent and Acquisition Sub acknowledges that, as of the date hereof, they and their Representatives (a) have received access to (i) books and records, facilities, properties, premises, equipment, Contracts and other assets of the Company and its Subsidiaries that they and their Representatives, as of the date hereof, have requested to review and (ii) the electronic data rooms established on behalf of the Company in connection with the transaction contemplated hereby and (b) have had opportunity to meet with the management of the Company and its Subsidiaries and to discuss the business and assets of the Company and its Subsidiaries.

Parent and Acquisition Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IV and any certificate delivered hereunder, (A) neither the Company nor any of its Subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Merger and Parent and Acquisition Sub are not relying on any representation or warranty except for those expressly set forth in Article IV, (B) no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Acquisition Sub as having been authorized by such entity and (C) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Acquisition Sub or any of their Representatives, including any materials or information made available in the electronic data rooms in connection with the transaction or delivered via confidential information memorandum, in connection with presentations by the Company’s management or otherwise, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IV.

Each of Parent and Acquisition Sub has conducted, to its satisfaction, its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company and its Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, including the Merger, each of Parent and Acquisition Sub has relied on the results of its own independent review and analysis and the covenants, representations and warranties of the Company contained in this Agreement. ARTICLE VI COVENANTS AND AGREEMENTS Section 6.1 Conduct of Business by the Company Pending the Merger.

The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (a) as may be required by Law, (b) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (c) as may be expressly required or permitted pursuant to this Agreement, or (d) as set forth in Section 6.1 of the Company Disclosure Letter, (x) the business of the Company and its Subsidiaries shall be

30 conducted in the ordinary course of business, and to the extent consistent therewith, the Company shall use its commercially reasonable efforts to preserve substantially intact the material components of their current business organization, taken as a whole, and to preserve in all material respects their present relationships with their employees, and the key customers and suppliers with which they have material business relations, taken as a whole (provided, however, that no action by the Company or any of its Subsidiaries, as applicable, with respect to matters specifically addressed by any provision of the immediately succeeding clause (y) shall be deemed a breach of the foregoing unless such action would constitute a breach of such provision of the immediately succeeding clause (y)); and (y) the Company shall not, and shall not permit any of its Subsidiaries to: (a) amend or otherwise change, in any material respect, the Company Charter or the Company Bylaws, the organizational or governing documents of any Subsidiary or any JV Documentation; (b) split, combine, reclassify, redeem, repurchase or otherwise acquire or amend the terms of any capital stock or other equity interests or rights; (c) issue, sell, pledge, dispose, encumber or grant any shares of its or its Subsidiaries’ capital stock, or any options, warrants, convertible or exchangeable securities or other rights of any kind to acquire any shares of its or its Subsidiaries’ capital stock or any phantom stock plan or stock appreciation rights except for transactions among the Company and its direct or indirect wholly owned Subsidiaries or among the Company’s direct or indirect wholly owned Subsidiaries; (d) declare, authorize, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to the Company’s or any of its Subsidiaries’ capital stock or other equity interests, other than (i) dividends paid by any Subsidiary of the Company to the Company or any wholly owned Subsidiary of the Company, and (ii) cash dividends with respect to the Company’s capital stock or other equity interests; provided that, after giving effect to any cash dividends, Company Cash is at least $20,000,000; (e) except in the ordinary course of business or as required under the existing terms of any Company Benefit Plan, (i) grant any material increase in the wages, salary, bonus or other compensation, remuneration or benefits of any current or former director, officer or employee of the Company or (ii) establish, adopt, enter into, materially amend or terminate any Company Benefit Plan (or any arrangement which if in existence as of the date hereof would constitute a Company Benefit Plan), except to the extent such action does not increase the annual costs of the Company and its Subsidiaries with respect to such Company Benefit Plans and arrangements by more than $1,000,000 in the aggregate; (f) acquire (including by merger, consolidation, or acquisition of stock or assets), except in respect of any merger, consolidation, business combination among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, any corporation or other business entity, business or division of any Third Party (i) having aggregate purchase prices (including liabilities assumed) in excess of $10,000,000 or (ii)

31 could reasonably be expected to result in an impediment to obtaining all Consents under any Antitrust Laws; (g) incur any or amend in any material respect the terms of, any indebtedness for borrowed money, or assume or guarantee any such indebtedness for any Person (other than a Subsidiary), except for indebtedness incurred (i) under the Company’s existing credit facilities or incurred to replace, renew, extend, refinance or refund any existing indebtedness on market terms and conditions, (ii) pursuant to agreements in effect prior to the execution of this Agreement, (iii) under letters of credit issued in the ordinary course of business or (iv) as otherwise required in the ordinary course of business consistent with past practice, provided that in all cases total indebtedness for borrowed money as of the Effective Time will not exceed $45,000,000; (h) enter into, modify or amend any Company Material Contract with a term longer than one (1) year and which cannot be terminated without material penalty upon notice of one-hundred and eighty (180) days or less, other than (i) in the ordinary course of business or (ii) in respect of matters or transactions permitted by Section 6.1(f), Section 6.1(g), Section 6.1(i) or Section 6.1(n); (i) make or commit to make any capital expenditures, other than (i) capital expenditures as set forth in Section 6.1(i) of the Company Disclosure Letter or (ii) any other capital expenditures not in excess of $20,000,000, provided that, no capital expenditures shall be made under this subclause (ii) in respect of any greenfield project or greenfield opportunity that is not already committed as of the date hereof; (j) make any material change to its methods of accounting in effect at December 31, 2016, except (i) as required by GAAP (or any interpretation thereof), a Governmental Authority or a quasi-Governmental Authority (including the Financial Accounting Standards Board or any similar organization), (ii) to permit the audit of the Company’s financial statements in compliance with GAAP or (iii) as required by a change in applicable Law; (k) except as contemplated by this Agreement, solely with respect to the Company or any non-wholly owned Subsidiary, adopt or enter into a plan of complete or partial liquidation or dissolution; (l) except with respect to Taxes (which are governed by Section 6.1(m)), settle or compromise any litigation other than (i) in the ordinary course of business consistent with past practice or (ii) settlements or compromises of litigation where the amount paid (less the amount reserved for such matters by the Company on the most recent balance sheet in the Company Financial Statements or otherwise covered by insurance) in settlement or compromise, in each case, that is not material to the Company and its Subsidiaries, taken as a whole; (m) other than consistent with past practice, make or change any material Tax election, change any material method of Tax accounting, settle or compromise any material Tax liability, enter into any closing agreement with any Governmental Authority with respect to any material Tax or surrender any right to claim a refund for a material amount of Tax;

32 (n) other than in the ordinary course of business or consistent with past practice (i) sell, transfer, license, mortgage, encumber or otherwise dispose of any of its or their material properties or assets to any Person, other than any sale or other disposition for cash of any of the assets set forth on Section 6.1(n) of the Company Disclosure Letter, the Investment Portfolio or Liens securing obligations under existing credit facilities, or (ii) cancel, release or assign any indebtedness of any Person owed to it or any claims held by it against any Person, in each case, except for transactions among the Company and its direct or indirect wholly owned Subsidiaries or among the Company’s direct or indirect wholly owned Subsidiaries; or (o) enter into any agreement to do any of the foregoing.

Section 6.2 Written Consent; Information Statement; Proxy Statement. (a) Promptly following the execution of this Agreement (but in any event within twenty-four (24) hours following the execution of this Agreement), the Company shall, if received, deliver to Parent one or more written consents in respect of at least a majority of the votes corresponding to the Voting Stock authorizing and approving this Agreement and the Merger (i) in substantially the form attached hereto as Exhibit A with respect to at least thirty-one percent (31%) of the votes corresponding to the Voting Stock (the “Written Unconditional Consent”) and (ii) in substantially the form attached hereto as Exhibit B with respect to any other votes corresponding to the Voting Stock (the “Written Conditional Consent”, and together with the Written Unconditional Consent, the “Written Consent”).

The Written Unconditional Consent shall be effective upon delivery to Parent. If and only if the board of directors of the Company shall not have issued an Adverse Recommendation Change and this Agreement shall not have been terminated pursuant to Section 8.1 prior to such time, then the Written Conditional Consent shall become effective as of the expiration of the Window Shop Period (including any applicable extensions thereof) (such date of effectiveness, if any, including any applicable extensions thereof, the “Written Consent Effective Date”). As of the Written Consent Effective Date, the Written Consent shall constitute the Requisite Stockholder Approval for all purposes under this Agreement, the Company Charter, the Company Bylaws and applicable Law.

(b) As promptly as reasonably practicable after the date hereof, (i) the Company shall, with the cooperation of Parent, prepare a proxy statement related to the Merger and this Agreement (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”) and (ii) Parent and Acquisition Sub shall furnish to the Company all information concerning themselves and their Affiliates which, if any class of Company stock were registered with the SEC, would be required to be included in the Proxy Statement and shall promptly provide such other assistance in the preparation of the Proxy Statement as may be reasonably requested by the Company from time to time.

Prior to mailing the Proxy Statement (or any amendment or supplement thereto), the Company shall provide Parent a reasonable opportunity to review and to propose comments thereto, except to the extent prohibited by Law, and shall, in good faith, consider the reasonable comments of Parent. The Proxy Statement shall also contain the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.

33 (c) Subject to the receipt from Parent and Acquisition Sub of the information described in clause (ii) of Section 6.2(b), the Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as of the record date established for the Stockholders’ Meeting (which record date shall be not later than the fifteenth (15th ) day after the date hereof) as promptly as practicable after such record date (and in all events no later than the three (3) Business Days thereafter). If, at any time prior to the Stockholders’ Meeting, any information relating to the Company, Parent, Acquisition Sub or any of their respective Affiliates, officers or directors is discovered by the Company, Parent or Acquisition Sub that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement (or any amendment or supplement thereto) shall not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties thereof (with such notification, if delivered orally, to be promptly confirmed in writing), and an appropriate amendment or supplement describing such information shall be disseminated to the Company’s stockholders.

(d) The Company shall use its reasonable best efforts to: (i) take all action necessary in accordance with the DGCL and the Company Charter to duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of voting upon the approval and adoption of this Agreement, including the merger (the “Stockholders’ Meeting”) on the second (2nd ) Business Day following the date that is twenty (20) days after the mailing of the Proxy Statement, and (ii) duly call, convene and hold the Stockholders’ Meeting; provided that the Company may postpone or adjourn the Stockholders’ Meeting (A) with the consent of Parent and Acquisition Sub, (B) for the absence of a quorum, (C) to allow reasonable additional time for any supplemental or amended disclosure (including with respect to a Superior Proposal), which the Company has determined in good faith, in its sole discretion, is necessary or desirable, and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Stockholders’ Meeting or (D) to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval.

The Company shall, through the board of directors of the Company, but subject to the right of the board of directors of the Company to make an Adverse Recommendation Change pursuant to Section 6.5(e), provide the Company Recommendation and shall include the Company Recommendation in the Proxy Statement, and, unless there has been an Adverse Recommendation Change pursuant to Section 6.5(e), the Company shall use its commercially reasonable efforts to solicit proxies in favor of the Requisite Stockholder Approval. Parent and Acquisition Sub shall vote any shares of Company Common Stock held by them in favor of the approval of this Agreement.

Subject to Section 6.2(e), unless this Agreement is validly terminated in accordance with Section 8.1 prior to the date of the Stockholders’ Meeting, the Company shall submit this Agreement to its stockholders at the Stockholders’ Meeting even if the board of directors of the Company shall have effected an Adverse Recommendation Change.

(e) If the Written Consent Effective Date shall occur, then the Company shall promptly: (i) take all appropriate steps to cancel the Stockholders’ Meeting if previously convened, and (ii) within ten (10) days of the Written Consent Effective Date, prepare and mail to the Company’s stockholders of record as of the effective date of the Written Consent a notice of such action by Written Consent together with all other information required by applicable

34 Law, including the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.

Section 6.3 Appropriate Action; Consents; Filings. (a) In accordance with the terms and subject to the conditions of this Agreement (including the limitations set forth in Section 6.5), the parties hereto will use their respective reasonable best efforts to consummate and make effective the transactions contemplated hereby and to cause the conditions to the Merger set forth in Article VII to be satisfied as promptly as practicable, including using reasonable best efforts to accomplish the following: (i) the obtaining of all necessary actions or non-actions, Consents and approvals from Governmental Authorities necessary in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Authority necessary in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, (ii) the obtaining of all other necessary consents, approvals or waivers from Third Parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including the Merger, performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay, temporary restraining order or permanent injunction, entered by any court or other Governmental Authority that would have the effect of delaying or precluding the consummation of the transaction contemplated hereby, vacated or reversed and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the Merger and any other transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement.

Without limitation of the foregoing sentence, each of the parties hereto (A) shall as soon as practicable make and not withdraw its respective filings under the HSR Act and thereafter, as soon as practicable make any other applications and filings as reasonably determined by Company and Parent under applicable Antitrust Laws with respect to the transactions contemplated hereby, (B) comply at the earliest practicable date with any request under the HSR Act for additional information, documents or other materials received by such party from the U.S. Federal Trade Commission, the Antitrust Division of the U.S.

Department of Justice or by any other Governmental Authority under any Antitrust Laws in respect of any such filings with respect to the transactions contemplated hereby, including the Merger, and (C) act in good faith and reasonably cooperate with the other party in connection with any such filings (including, if requested by the other party, to accept all reasonable additions, deletion or changes suggested by the other party in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under any Antitrust Laws.

In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as practicable. Notwithstanding the foregoing, obtaining any Third Party consents, approvals or waivers pursuant to clause (ii) above shall not be considered a condition to the obligations of Parent and Acquisition Sub to consummate the Merger. Notwithstanding anything to the contrary contained in this Agreement, but subject to Parent’s obligations set forth in this Section 6.3, Parent, following consultation with the Company and after giving due consideration to its views and acting reasonably and in good faith, shall have the

35 right to direct all matters with respect to any Governmental Authority in connection with obtaining any necessary Consents under Antitrust Laws (including the HSR Act) consistent with its obligations hereunder, and shall have the principal responsibility for devising and implementing the strategy for, obtaining any Consents under Antitrust Laws (including the HSR Act), and shall take the lead in all meetings and communications with any Governmental Authority in connection with obtaining any necessary Consents under Antitrust Laws (including the HSR Act).

(b) Parent and Acquisition Sub agree to take (and to cause their Affiliates to take) as promptly as practicable any and all steps necessary to avoid or eliminate each and every impediment and obtain all Consents under any Antitrust Laws (including the HSR Act) that may be required by any foreign or U.S.

federal, state or local Governmental Authority, in each case with competent jurisdiction, so as to enable the parties to consummate the transactions contemplated by this Agreement, including the Merger, as promptly as practicable, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of such assets or businesses as are required to be divested in order to avoid the entry of, or to effect the dissolution of or vacate or lift, any Order, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement as promptly as practicable.

Further, and for the avoidance of doubt, Parent will, and will cause its Affiliates to, take any and all actions necessary in order to ensure that (i) no requirement for any non-action by or Consent or approval of the any foreign or U.S. Governmental Authority with respect to any Antitrust Laws, (ii) no decree, judgment, injunction, temporary restraining order or any other Order in any suit or proceeding with respect to any Antitrust Laws, and (iii) no other matter relating to any Antitrust Laws would preclude consummation of the Merger by the Termination Date. (c) Each of the parties hereto will furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Authority, including (i) promptly informing the other party of such inquiry, (ii) consulting in advance before making any presentations or submissions to a Governmental Authority after giving due consideration to the views of the other party and acting reasonably and in good faith in respect thereof, (iii) giving the other party the opportunity to attend and participate in any substantive meetings or discussions with any Governmental Authority, to the extent not prohibited by such Governmental Authority, and (iv) supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Authority with respect to this Agreement, subject to the redaction of any information deemed by such party to be competitively sensitive.

Notwithstanding the foregoing, obtaining any Third Party consents pursuant to this Section 6.3(c) shall not be considered a condition to the obligations of the Parent and Acquisition Sub to consummate the Merger.

Section 6.4 Access to Information; Confidentiality. Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the representatives, officers, directors, employees, agents, attorneys, accountants and financial advisors (“Representatives”) of Parent reasonable access, in a manner not disruptive to the ordinary course operations of the Company and its Subsidiaries, during normal business hours and upon

36 reasonable advance notice throughout the period prior to the Effective Time, to the books, records and management personnel of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries (including financial information) as may reasonably be requested; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent or Acquisition Sub if such disclosure would, in the reasonable judgment of the Company, (a) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (b) violate applicable Law or (c) jeopardize any attorney-client or other legal privilege; provided further, that nothing herein shall authorize Parent or its Representatives to undertake any invasive environmental investigations or sampling at any of the properties owned, operated or leased by the Company or its Subsidiaries, without the prior consent of the Company.

No investigation or access permitted pursuant to this Section 6.4, or results therefrom, shall affect or be deemed to modify any representation or warranty made by the Company hereunder. The Confidentiality Agreement shall apply with respect to information furnished by the Company, its Subsidiaries and the Company’s Representatives hereunder. To the extent any documents listed in the Company Disclosure Schedule are indicated therein as not having been made available to Parent prior to the execution and delivery of this Agreement, the Company will use commercially reasonable efforts to deliver copies of such documents to Parent as soon as reasonably practicable (and in all events within ten (10) Business Days) after the date of this Agreement.

Section 6.5 No Solicitation by the Company; Competing Proposals. (a) Upon execution of this Agreement, (i) the Company and its Subsidiaries and its and their respective officers and directors shall, and the Company shall instruct and use its commercially reasonable efforts to cause its Representatives, to immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Third Party relating to any Competing Proposal or any inquiry, discussion, offer or request that could reasonably be expected to lead to a Competing Proposal and (ii) the Company shall require that each Third Party that has previously executed any confidentiality agreement with the Company or any of its Representatives in connection with any Competing Proposal or any inquiry, discussion, offer or request that could reasonably be expected to lead to a Competing Proposal promptly return to the Company or destroy any non-public information previously furnished or made available to such Third Party or any of its Representatives by or on behalf of the Company or any of its Representatives in accordance with the terms of the confidentiality agreement in place with such Third Party.

(b) From and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall not, and the Company shall instruct its Representatives not to, (i) directly or indirectly initiate, solicit or knowingly encourage the making of any Competing Proposal or (ii) engage in negotiations or substantive discussions with (it being understood that the Company may inform Persons of the provisions contained in this Section 6.5), or furnish any material non-public information to, any Person relating to a Competing Proposal or any inquiry that would be reasonably expected to lead to a Competing Proposal.

From the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall not

37 terminate, amend, modify or waive any provision of any confidentiality, “standstill” or similar agreement to which the Company or any of its Subsidiaries is a party; provided that, notwithstanding anything to the contrary contained in this Agreement, upon the request of a Third Party, the Company shall be permitted to grant a waiver of or terminate any “standstill” or similar obligation of such Third Party with respect to the Company or any of its Subsidiaries, but only to the extent necessary to allow such Third Party to submit a Competing Proposal. (c) Notwithstanding anything to the contrary in this Agreement, at any time after the date hereof and prior to the expiration of the Window Shop Period (including any applicable extensions thereof), in the event that the Company receives from any Person an unsolicited, written Competing Proposal that the Company reasonably determines to be bona fide, the Company and its Representatives may contact such Person to clarify the terms and conditions thereof and the Company, its board of directors and its Representatives may engage in negotiations or substantive discussions with, or furnish any information and other access to, any Person making such Competing Proposal and its Representatives or potential sources of financing if the Company’s board of directors determines in good faith, after consultation with the Company’s outside legal and financial advisors, that (i) such Competing Proposal either constitutes a Superior Proposal, or could reasonably be expected to result in a Superior Proposal, and (ii) such action is necessary in order for the directors to comply with their fiduciary duties under applicable Law; provided that, prior to furnishing any material non-public information concerning the Company or its Subsidiaries, the Company receives an Acceptable Confidentiality Agreement from such Person, to the extent such Person is not already subject to an Acceptable Confidentiality Agreement with the Company; and provided, further, that if the Person making such Competing Proposal is a competitor of the Company or any of its Subsidiaries, the Company shall not provide any information previously deemed “Highly Confidential Information”, as such term is defined in, and as previously provided to Parent in accordance with, the terms of the Clean Team Confidentiality Agreement, to such Person in connection with any actions permitted by this Section 6.5(c) other than in accordance with “clean team” or other similar procedures designed to limit any adverse effect on the Company or such Subsidiaries of the sharing of such information.

(d) Except as otherwise provided in this Agreement, the board of directors of the Company shall not (i) (A) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Parent or Acquisition Sub, the Company Recommendation or (B) approve or recommend, or propose publicly to approve or recommend, to the Company’s stockholders any Competing Proposal (any action described in this clause (i) being referred to as an “Adverse Recommendation Change”) or (ii) approve or recommend, or allow the Company or any of its Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding or definitive merger or similar agreement with respect to any Competing Proposal (other than an Acceptable Confidentiality Agreement as permitted hereunder).

(e) Notwithstanding anything in this Agreement to the contrary, at any time prior to receipt of the Requisite Stockholder Approval, the board of directors of the Company (A) may make an Adverse Recommendation Change (other than an Adverse Recommendation Change attributable to the Company’s receipt of a Competing Proposal, which may only be made pursuant to clause (B) of this Section 6.5(e)) if the board of directors of the Company shall have determined, in good faith, after consultation with its financial advisors and

38 outside legal counsel, that the failure to make an Adverse Recommendation Change would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, or (B) following receipt of a written Competing Proposal by the Company after the date of this Agreement that did not result from a material breach of this Section 6.5 and the board of directors of the Company determining in good faith, after consultation with its financial advisors and outside legal counsel, that such Competing Proposal constitutes a Superior Proposal, may make an Adverse Recommendation Change only if all of the following conditions are met: (1) the Company, unless waived by Parent in writing, shall have provided to Parent five (5) Business Days’ prior written notice, which shall state expressly (x) that it has received a written Competing Proposal that constitutes a Superior Proposal, (y) the material terms and conditions of the Competing Proposal (including the consideration offered therein and the identity of the Person or group making the Competing Proposal), and shall have contemporaneously provided an unredacted copy of the acquisition agreement and all other documents (other than immaterial documents) related to the Superior Proposal (the “Notice of Superior Proposal”) (it being understood and agreed that each and every amendment to the financial terms or any other material term or condition of such Superior Proposal shall require a new Notice of Superior Proposal and an additional three (3) Business Days (the initial five (5)-Business Day period and any such subsequent three (3)-Business Day period, a “Match Right Period”)) and (z) that, subject to clause (3) below, the board of directors of the Company has determined to effect an Adverse Recommendation Change; and (2) the Company shall have, prior to making such Adverse Recommendation Change (i) to the extent requested by Parent in good faith, engaged in good faith negotiations with Parent during such Match Right Period to amend this Agreement in such a manner that such acquisition agreement ceases to constitute a Superior Proposal, and (ii) in determining whether to make such an Adverse Recommendation Change, the board of directors of the Company shall take into account any changes to the terms of this Agreement proposed by Parent and any other information provided by Parent in response to such Notice of Superior Proposal; and (3) at the end of such Match Right Period, the board of directors of the Company shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that, in light of such Superior Proposal and taking into account any revised terms proposed by Parent, such Superior Proposal continues to constitute a Superior Proposal and that the failure to make such an Adverse Recommendation Change would be inconsistent with the directors’ fiduciary duties under applicable Law.

(f) The Company shall promptly, and in any event within one (1) Business Day of the Company obtaining Knowledge of the same, advise Parent orally or in writing (and if orally, subsequently affirm in writing) of (i) the receipt of any Competing Proposal or the granting of any access to non-public information of the Company or the Subsidiaries, (ii) the material terms and conditions of any such Competing Proposal and (iii) the identity of the Person making any such Competing Proposal or receiving such access, as applicable. Following the date hereof, Company shall keep Parent reasonably informed on a reasonably current basis of the status and material details (including any material change to the terms thereof) of any such Competing Proposal and any discussions and negotiations concerning the material terms and conditions thereof.

The Company shall provide Parent with prompt notice (and, in any event, not less than the greater of twenty-four (24) hours or the notice provided to the board of directors of the Company) of any meeting of the board of directors of the Company at which the board of directors is reasonably expected to take action in respect of any Competing

39 Proposal. The Company agrees that it shall not enter into any confidentiality agreement after the date of this Agreement that would prevent the Company from complying with this Section 6.5(f). (g) Nothing in this Agreement shall restrict the Company or the board of directors of the Company from taking or disclosing a position of the type contemplated by Rules 14d-9 or 14e-2(a) under the Exchange Act or otherwise making disclosure to comply with applicable Law (it being agreed that a “stop, look and listen” communication by the board of directors to the Company’s stockholders of the type contemplated pursuant to Rule 14d-9(f) under the Exchange Act or a factually accurate public statement by the Company that describes the Company’s receipt of a Competing Proposal and the operation of this Agreement with respect thereto shall not be deemed to be an Adverse Recommendation Change or give rise to a Parent termination right pursuant to Section 8.1(d)(ii)); provided, however, that any such disclosure (other than issuance by the Company of a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) that addresses or relates to a Competing Proposal shall be deemed to be an Adverse Recommendation Change unless the board of directors of the Company, in connection with such communication, publicly reaffirms the Company Recommendation in connection with such action or disclosure (h) Notwithstanding anything to the contrary in this Agreement, if prior to the expiration of the Window Shop Period (including any applicable extensions thereof), the board of directors of the Company has effected an Adverse Recommendation Change attributable to the Company’s receipt of a Competing Proposal in accordance with clause (B) of Section 6.5(e), then (i) the Company and its Representatives may continue to engage in negotiations or substantive discussions with, or furnish any information and other access to, the Person making such Competing Proposal and its Representatives or potential sources of financing unless and until any of the following occurs: (A) the Company’s board of directors determines in good faith, after consultation with its financial advisors and outside legal counsel, that either (x) such Competing Proposal no longer constitutes a Superior Proposal or (y) the making of such Adverse Recommendation Change is no longer necessary in order for the directors to comply with their fiduciary duties under applicable Law, or (B) the Requisite Stockholder Approval shall have been obtained; and (ii) unless one of the criteria in subclause (A) has been satisfied, the Company may enter into a definitive agreement with respect to a Superior Proposal so long as such definitive agreement (and all liability or obligations of the Company or any Subsidiary thereunder) is conditioned on the Requisite Stockholder Approval not having been obtained at the Stockholders’ Meeting and the termination of this Agreement, and such agreement terminates (without liability on the part of the Company or any Subsidiary) in the event the Requisite Stockholder Approval is obtained.

The Company shall promptly deliver to Parent an unredacted copy of the acquisition agreement and all other documents (other than immaterial documents) related to such definitive agreement.

(i) For purposes of this Agreement: (i) “Competing Proposal” shall mean any proposal or offer made by a Third Party to purchase or otherwise acquire, directly or indirectly, in one transaction or a series of transactions, (A) beneficial ownership (as defined under Section 13(d) of the Exchange Act) of twenty percent (20%) or more of any class of equity securities of the Company pursuant to a merger, consolidation or other business

40 combination, sale of shares of capital stock, tender offer, exchange offer or similar transaction or (B) any one or more assets or businesses of the Company and its Subsidiaries that constitute twenty percent (20%) or more of the revenues or assets of the Company and its Subsidiaries, taken as a whole.

(ii) “Superior Proposal” shall mean a Competing Proposal (with all percentages in the definition of Competing Proposal increased to fifty percent (50%)) made by a Third Party that the board of directors of the Company determines in good faith (after consultation with its legal counsel and financial advisors, and taking into consideration such factors as the board of directors of the Company may deem relevant, which may include any required stockholder approval requirements of the Person or group making the Competing Proposal, regulatory approvals (including antitrust or competition approvals of any country), breakup fee and expense reimbursement provisions, expected timing and risk and likelihood of consummation, the extent of any post-closing recourse and any changes to the terms of this Agreement committed to by Parent to the Company in writing in response to such Competing Proposal under the provisions of Section 6.5(e)) (A) if accepted, is reasonably likely to be consummated, (B) is more favorable to the Company’s stockholders than the transactions contemplated by this Agreement from a financial point of view and (C) for which financing, if a cash transaction (in whole or in part), of the cash portion thereof is fully financed, as evidenced by appropriate commitment letters issued by nationally recognized financial institutions, unless such Third Party demonstrates to the reasonable satisfaction of the Company’s board of directors that it has sufficient cash on hand and presently committed financing (without the need for any waiver or consent in respect thereof) to pay the cash purchase price and other amounts reflected therein.

Section 6.6 Directors’ and Officers’ Indemnification and Insurance. (a) Parent and Acquisition Sub agree that all rights to exculpation and indemnification for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the transactions contemplated hereby), now existing in favor of the current or former directors, officers, employees and representatives of the Company or its Subsidiaries (“D&O Indemnified Parties”) as provided in their respective organizational documents or in any Contract shall survive the Merger and shall continue in full force and effect.

Parent shall (and Parent shall cause the Surviving Corporation to) indemnify, defend and hold harmless, and advance expenses to D&O Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time (including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent that the Company or its Subsidiaries would be permitted by applicable Law and to the fullest extent required by the organizational documents of the Company or its Subsidiaries as in effect on the date of this Agreement.

Parent shall cause the articles of incorporation, bylaws or other organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, advancement of Expenses and limitation of director, officer and employee liability that are no less favorable to the D&O Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ organizational documents as of the date hereof, which provisions thereafter shall not, for a period of six (6) years from the Effective Time, be amended,

41 repealed or otherwise modified in any manner that would adversely affect the rights thereunder of the D&O Indemnified Parties. (b) Without limiting the provisions of Section 6.6(a), to the fullest extent that the Company would be permitted by applicable Law to do so, Parent shall or shall cause the Surviving Corporation to: (i) indemnify and hold harmless each D&O Indemnified Party against and from any costs or Expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any alleged action or omission in such D&O Indemnified Party’s capacity as a director, officer, employee or representative of the Company or any of its Subsidiaries prior to the Effective Time or (B) this Agreement or the transactions contemplated hereby and (ii) pay in advance of the final disposition of any such claim, action, suit, proceeding or investigation the expenses (including reasonable attorneys’ fees) of any D&O Indemnified Party upon receipt of an undertaking by or on behalf of such D&O Indemnified Party to repay such amount if it shall ultimately be determined that such D&O Indemnified Party is not entitled to be indemnified by applicable Law.

Any determination required to be made with respect to whether the conduct of any D&O Indemnified Party complies or complied with any applicable standard shall be made by independent legal counsel selected by the D&O Indemnified Party, which counsel shall be reasonably acceptable to the Surviving Corporation, and the fees of such counsel shall be paid by the Surviving Corporation. Notwithstanding anything to the contrary contained in this Section 6.6(b) or elsewhere in this Agreement, Parent shall not (and Parent shall cause the Surviving Corporation not to) settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation, unless such settlement, compromise, consent or termination includes an unconditional release of all of the D&O Indemnified Parties that may be covered by the claim, action, suit, proceeding or investigation from all liability arising out of such claim, action, suit, proceeding or investigation.

(c) Prior to the Effective Time, the Company shall use its commercially reasonable efforts to purchase a six (6) year “tail” prepaid policy, on terms and conditions no less advantageous to the D&O Indemnified Parties, or any other Person entitled to the benefit of this Section 6.6, as applicable, than the existing directors’ and officers’ liability insurance and fiduciary insurance maintained by the Company or any of its Subsidiaries, as applicable, as of the date hereof, covering claims arising from facts, events, acts or omissions that occurred at or prior to the Effective Time, including the transactions contemplated hereby (provided that the premium for such insurance shall not exceed six hundred percent (600%) of the aggregate annual premiums currently paid by the Company or any of its Subsidiaries, as applicable, on an annualized basis), and such premium shall treated as an Expense of Parent.

To the extent that such “tail” policy is not reasonably available on the foregoing terms, for at least six (6) years after the Effective Time, (i) Parent shall cause the Surviving Corporation and its Subsidiaries to maintain directors’ and officers’ liability insurance and fiduciary insurance in full force and effect, on terms and conditions no less advantageous to the D&O Indemnified Parties, or any other Person entitled to the benefit of this Section 6.6, as applicable, than the coverage described above (provided, further, that the Surviving Corporation, shall not be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premiums currently paid by the Company or any of its Subsidiaries, as applicable, on an

42 annualized basis, but in such case shall purchase as much of such coverage as possible for such amount) and (ii) Parent shall not, and shall not permit the Surviving Corporation or its other Subsidiaries to, take any action that would prejudice the rights of, or otherwise impede recovery by, the beneficiaries of any such insurance, whether in respect of claims arising before or after the Effective Time. (d) In the event that Parent, the Surviving Corporation, any of the Company’s Subsidiaries or any of their successors or permitted assigns of this Agreement shall (i) consolidate with or merge into any other Person and shall not be the continuing or surviving company or entity of such consolidation or merger or (ii) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall cause proper provision to be made so that the successor or assign of Parent, the Surviving Corporation or any such Subsidiary assumes the obligations as set forth in this Section 6.6.

(e) The D&O Indemnified Parties to whom this Section 6.6 applies shall be third-party beneficiaries of this Section 6.6. The provisions of this Section 6.6 are intended to be for the benefit of each D&O Indemnified Party and his, her or its successors, heirs or representatives. Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any D&O Indemnified Party in enforcing its indemnity and other rights under this Section 6.6. Notwithstanding any other provision of this Agreement, this Section 6.6 shall survive the consummation of the Merger for a period of six (6) years and six (6) months after the Effective Time and thereafter for any claim asserted during such period, and shall be binding, jointly and severally, on all successors and permitted assigns of this Agreement of Parent and the Surviving Corporation, and shall be enforceable by the D&O Indemnified Parties and their successors, heirs or representatives.

Section 6.7 Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions contemplated hereby, or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, and (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreement, the Merger or the transactions contemplated hereby.

(b) The Company shall, as promptly as reasonably practicable, notify Parent upon becoming aware that any representation or warranty made by the Company in this Agreement has become untrue or inaccurate in any material respect, specifying the affected representations and warranties and shall simultaneously therewith furnish Parent with such reasonably available material information or documents relating to such untruth or inaccuracy. Such notification shall be deemed to modify the specified representations or warranties of the Company as of the Effective Time for all purposes other than for purposes of determining whether the condition to the obligations of Parent to consummate the Merger pursuant to Section

43 7.2(a) is satisfied, provided, that failure to give any such notice shall not be treated as a breach of covenant for the purposes of Section 7.2(b) and shall not serve as the basis for any claim or Action by Parent, Acquisition Sub or any of their respective Affiliates. Section 6.8 Public Announcements. Except as otherwise contemplated by Section 6.5, the Company, Parent and Acquisition Sub shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement or the transactions contemplated hereby, and none of the parties or their Affiliates shall issue any such press release or make any public statement prior to obtaining the other parties’ consent (which consent shall not be unreasonably withheld, conditioned or delayed), except that no such consent shall be necessary to the extent disclosure may be required by Law, Order or applicable stock exchange rule or any listing agreement of any party hereto or is consistent with prior communications previously consented to by the other party.

In addition, and only following the initial announcement of the Merger by Parent and the Company in accordance with applicable stock exchange rules or any listing agreement of any party hereto, the Company may, without Parent or Acquisition Sub’s consent, communicate to its employees, customers, suppliers and consultants provided that such communication is consistent with any communications plan previously agreed to by Parent and the Company; provided, however, that, following the issuance of any press release or the making of any public statements with respect to this Agreement or the transactions contemplated hereby, nothing in this Section 6.8 shall prohibit the Company from (a) making a copy of the body of this Agreement (including any changes to the terms of this Agreement committed to by Parent to the Company in writing in response to such Competing Proposal under the provisions of Section 6.5(e)) or the related voting agreements publicly available or (b) making one or more public statements of fact in respect of any Competing Proposal (and making a copy of any such Competing Proposal, including any changes thereto, publicly available); provided, however, that an Adverse Recommendation Change may only be made in accordance with Section 6.5(e).

Section 6.9 Employee Benefits.

(a) For the period commencing at the Effective Time and ending on December 31 of the calendar year in which the Effective Time occurs, or, if the Effective Time occurs after June 30 of any year, ending on December 31 of the calendar year following the calendar year in which the Effective Time occurs (the applicable period, the “Continuation Period”), Parent shall, or shall cause the Surviving Corporation to (i) provide to each employee of the Company or its Subsidiaries as of immediately prior to the Effective Time who remains an employee of the Surviving Corporation or one of its Affiliates (each, a “Continuing Employee”) with an annual rate of base salary or wages, as applicable, and annual (or more frequent) incentive compensation targets that are no less favorable than the annual rate of base salary or wages, as applicable, and the annual (or more frequent) incentive compensation targets provided to each such employee by the Company and its Subsidiaries immediately prior to the Effective Time, and (ii) provide the Continuing Employees with employee benefits that are no less favorable, in the aggregate, than the employee benefits provided to such employees by the Company and its Subsidiaries immediately prior to the Effective Time, excluding, however, employee benefits provided under the Company’s Second Amended and Restated Executive Long-Term Incentive Plan, any Retention Award and Severance Protection Letter Agreement, the Company's Employee Stock Ownership Plan (the “ESOP”) and the Company’s Excess

44 Benefit Plan. Without limitation of the foregoing, Parent shall, during the Continuation Period, cause the Company Benefit Plan providing welfare benefits to eligible retirees of the Company or a Subsidiary to be continued in effect without adverse change. (b) Parent shall, or shall cause, the Surviving Corporation to cause the Surviving Corporation’s employee benefit plans established following the Closing Date and any other employee benefit plans covering the Continuing Employees following the Effective Time (collectively, the “Post-Closing Plans”), to give full credit for the service of each Continuing Employee (to the extent such service was recognized by the Company or any Subsidiary thereof) for purposes of eligibility, vesting and determination of the level of benefits (but not for benefit accrual purposes under a defined benefit pension plan and not for eligibility to participate under any plan that is frozen to new participants) under the Post-Closing Plans, except to the extent such recognition results in the duplication of any benefits.

(c) For the calendar year that includes the Effective Time, the Continuing Employees shall not be required to satisfy any deductible, co-payment or similar requirements under the Post-Closing Plans that provide medical, dental and other welfare benefits (collectively, the “Post-Closing Welfare Plans”) to the extent amounts were previously credited for such purposes under corresponding Company Benefit Plans that provide medical, dental and other welfare benefits. (d) As of the Effective Time, any waiting periods, pre-existing condition exclusions and requirements to show evidence of good health contained in such Post- Closing Welfare Plans shall be waived with respect to the Continuing Employees (except to the extent any such waiting period, pre-existing condition exclusion, or requirement of show evidence of good health was already in effect with respect to such employees and had not been satisfied under the applicable Company Benefit Plan in which the participant then participates or is otherwise eligible to participate as of immediately prior to the Effective Time).

(e) In respect of the calendar year in which the Closing Date occurs and in respect of the preceding year to the extent annual bonuses for such year have not been paid, Parent shall, or shall cause the Surviving Corporation to, pay each bonus-eligible Continuing Employee his or her annual bonus at the actual level of performance for such year, which bonus shall be paid at the time that such annual bonus is normally paid in accordance with past practice, provided that any bonus applicable to the period prior to the Closing Date shall have been accrued as a current liability prior to the Effective Time.

The actual level of performance shall be calculated in accordance with past practice; provided, however, that (i) any performance criteria used may be adjusted by the board of directors of the Company prior to the Closing to account for the transactions contemplated in this Agreement and (ii) the determination of actual performance shall exclude the impact of non-recurring items and expenses, including those associated with the transactions contemplated by this Agreement. (f) Prior to the Closing Date, the Company may take such actions as it deems necessary and appropriate to (i) determine (which determination may be made by the board of directors of the Company in its discretion) the performance levels attained with respect to each ongoing Plan Performance Period (as defined in the LTIP), (ii) pay (in cash) to the applicable LTIP participant the amount due to such participant in accordance with Section 10.1

45 of the LTIP and (iii) terminate the LTIP following payment of all such amounts. To the extent that amounts are determined to be payable as set forth in this Section 6.9(f) and have been accrued as a current liability, but have not been paid as of the Closing Date, Parent shall, or shall cause the Surviving Corporation to, pay such amounts as soon as practicable following the Closing Date. (g) Parent and the Company hereby agree that, prior to the Closing Date, the Company shall take, or cause its relevant Affiliates to take, the actions set forth Section 6.9(g) of the Company Disclosure Letter.

(h) Following the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms, all Company Benefit Plans set forth in Section 4.11(a) of the Company Disclosure Letter. (i) Notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor the terms of all works council, labor or collective bargaining agreements by which the Company or its Subsidiaries are bound that are in effect as of the Effective Time in accordance with the terms thereof.

(j) Notwithstanding anything in this Section 6.9 to the contrary, nothing in this Agreement, whether express or implied, shall (i) be treated as an amendment or other modification of any Company Benefit Plan, Post-Closing Plan, or any other employee benefit plans of the Company or Parent (or any Affiliate of either) or as a guarantee of employment for any employee of the Company or any of its Subsidiaries and (ii) confer upon any Person other than the parties hereto any rights or remedies hereunder.

Except as specifically provided in Section 6.9(a), nothing in this Section 6.9 shall be construed to restrict the right of Parent and its Affiliates (including the Surviving Corporation) to change or modify the terms or conditions of employment of any Continuing Employees and to change or modify any Company Benefit Plan in accordance with its terms.

(k) As soon as reasonably practicable after the date hereof and in no event more than sixty (60) days after the date hereof, the Company shall provide Parent with a copy of Section 280G estimated calculations for its disqualified individuals (within the meaning of Section 280G of the Code). Prior to the Closing, the Company shall cause such calculations to be updated to reflect the actual expected Closing Date, changes to the applicable disqualified individuals' base amount and other relevant data (such updated calculations, the “Closing 280G Calculations”). Any tax deduction which the Company will be denied pursuant to the operation of Section 280G of the Code (based upon the Closing 280G Calculations) shall be referred to herein as an “Estimated 280G Lost Deduction.”; provided that the Estimated 280G Lost Deduction shall not exceed $2,000,000 in the aggregate.

(l) Prior to the Effective Time, the Company shall adopt resolutions, subject to the review and approval of Parent, which approval shall not be unreasonably withheld, freezing participation in, and contributions to, the ESOP as of the Effective Time. Parent shall cause the Surviving Corporation to continue sponsorship of the ESOP as of the Effective Time and continue to maintain the qualified status of the ESOP under Section 401(a) of the Code until

46 the ESOP trustee has received, with respect to each of the ESOP's Participating Shares, full payment of the Merger Consideration, including without limitation, the Per Share Initial Merger Consideration, any Price Adjustment Payments and any Representative Fund Distributions payable with respect to such Participating Shares.

At any time after the ESOP trustee's receipt of the full Merger Consideration payable to the ESOP, as described in the previous sentence, the Parent may, in its discretion, cause the Surviving Corporation to terminate the ESOP; provided, however, that, if the ESOP is so terminated, Parent shall cause the Surviving Corporation to file with the IRS an application for a determination letter as to the qualified status of the ESOP under Code section 401(a) at its termination, and complete distributions of participants' ESOP account balances shall be made as soon as administratively practicable following the Surviving Corporation's receipt of such IRS determination letter, or as otherwise provided under the terms of the ESOP, if earlier.

The Parent shall designate one or more "eligible retirement plans", as defined in Section 402(c)(8)(B) of the Code, of the Parent or the Surviving Corporation to accept rollovers of "eligible rollovers distributions", as defined in Section 402(c)(4) of the Code, from the ESOP after the Effective Time.

Section 6.10 Conduct of Business by Parent Pending the Merger. Parent and Acquisition Sub covenant and agree with the Company that between the date hereof and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, Parent and Acquisition Sub: (a) subject to the other terms and conditions of this Agreement, shall take all action necessary to consummate the transactions contemplated by this Agreement; (b) shall not amend or otherwise change any of the Parent Organizational Documents, except as may be agreed in writing by the Company and except for any amendments or changes as could not (i) reasonably be expected to prevent, delay or impair the ability of Parent or Acquisition Sub to consummate the Merger and the other transactions contemplated by this Agreement or (ii) otherwise be adverse to the Company or its stockholders; (c) shall not, and shall not permit any of their Affiliates to, acquire or agree to acquire (by purchase, merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, exchange offer, recapitalization, reorganization, share exchange, business combination or similar transaction) any corporation or other business entity, business or division of any Third Party (or any business organization or division thereof) if such acquisition would reasonably be expected to (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any authorization, Consent, Order, declaration or approval of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period, (ii) increase the risk of any Governmental Authority entering an Order prohibiting the consummation of the transactions contemplated by this Agreement, (iii) increase the risk of not being able to remove any such Order on appeal or otherwise, (iv) delay, prevent or impair the ability of Parent or Acquisition Sub to consummate the transactions contemplated by this Agreement, including the Merger, in each such case in more than an immaterial manner;

47 (d) shall not, and shall not permit any of their Affiliates to, take or agree to take any action that could reasonably be expected to prevent or materially delay or materially impair the consummation of the transactions contemplated hereby; (e) shall not, and shall not permit any of their Affiliates to, prior to the Termination Date, enter or agree to enter into any definitive agreement for the acquisition of any business or Person or take or agree to take any other action which, in either case, would reasonably be expected to materially interfere with their ability to make available to the Paying Agent immediately prior to the Effective Time funds sufficient for the satisfaction of all of Parent’s and Acquisition Sub’s obligations under this Agreement, including the payment of the Exchange Fund, the Price Adjustment Escrow and any amounts described pursuant to Section 6.9(f), and the payment of all associated costs and Expenses incurred by Parent or Acquisition Sub or otherwise would be reasonably expected to result in a Parent Material Adverse Effect; and (f) agree or permit any of its Subsidiaries to agree, in writing or otherwise, to take any of the foregoing actions (b) through (e).

Section 6.11 Acquisition Sub. Parent shall take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

Section 6.12 No Control of the Company’s Business. Nothing contained in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ operations. Section 6.13 Withdrawal Liability Information. With respect to each Multiemployer Plan, the Company, any of its Subsidiaries or any of their ERISA Affiliates will, within ten (10) Business Days following Parent’s written request to the Company, request the most recent estimate of withdrawal liability available and will promptly provide each such estimate to Parent upon receipt.

Section 6.14 Title Policy Cooperation. Prior to the Effective Time, if requested by Parent, the Company and its Subsidiaries will reasonably cooperate in Parent’s obtaining one or more title policies to be effective only as of the Closing in respect of such of the Real Property as Parent may designate, provided that such cooperation shall be at Parent’s sole cost and expense and without liability to the Company or its Subsidiaries or any officer, director or stockholder of the Company or its Subsidiaries.

Section 6.15 Data Room. The Company shall deliver or cause to be delivered to Parent promptly following the date hereof five copies of one or more CDs, DVDs or USB flash drives containing copies of all documents (in a readable format) that were posted to the Intralinks

48 Project Venture or Project Venture – Clean Room data sites that were accessible by Parent or its Representatives as of (i) 12:00 p.m. (New York City time) on the date of this Agreement or (ii) 5:00 p.m. (New York City time) on the date that is one (1) Business Day prior to the Closing Date, as applicable, it being understood and agreed that all such documents shall, until the Effective Time, remain subject to the Confidentiality Agreement and, as applicable, the Clean Team Confidentiality Agreement.

Section 6.16 Cooperation Regarding Non-U.S. Patents and Canadian Assets. In order to facilitate certain tax planning of Parent, between the date of this Agreement and the Closing, the Company agrees to cooperate in good faith with Parent to enter into one or more amendments to this Agreement or other arrangements pursuant to which the non-U.S.

patents, Canadian assets, personnel and operations of the Company or any Subsidiary will be transferred to an affiliate of Parent on the Closing Date but immediately prior to (and subject to the occurrence of) the Effective Time, provided however, that notwithstanding any other provision hereof, such amendments or other arrangements shall require that any Expenses, Taxes, costs or liabilities incurred by the Company or any such Subsidiary as a result of such transfer (whether incurred prior to, at or following the Effective Time) shall in no way affect the Merger Consideration payable hereunder or the calculation of the Debt-Like Items, Net Working Capital, the corresponding NWC Adjustment, Company Cash, Indebtedness and Closing Net Cash (relative to the Merger Consideration that would have been payable or the Debt-Like Items, Net Working Capital, the corresponding NWC Adjustment, Company Cash, Indebtedness and Closing Net Cash that would have been calculated, as applicable, absent such transfer).

The parties agree that any such transfer shall be structured so as to minimize any adverse consequence to or interference with such non-U.S. patents and Canadian assets, personnel and operations, it being further acknowledged and agreed that Parent and the Surviving Corporation shall bear all commercial, legal, tax and other risks arising out of such transfer. Section 6.17 Certain Remedial Work. As promptly as practicable following the date hereof and at least fifteen (15) Business Days prior to the anticipated Closing Date, Parent may, acting in good faith and in light of the results of Parent’s environmental compliance due diligence, prepare and deliver to the Company a written statement setting forth in reasonable detail the expected reasonable out-of-pocket costs and expenses, net of any reasonably anticipated insurance recoveries from any Company insurance policies and any amounts already allocated to address such compliance issues in the Company's operating or capital expenditures budgets (such net amount, the “Remedial Work Estimate”) that Parent reasonably anticipates that the Surviving Corporation will actually incur for Cleanup or corrective action necessary to bring into compliance any then-current instances of non-compliance with applicable Environmental Laws or Permits as in effect at or prior to Closing.

Parent will promptly provide to the Company such supporting documentation and information regarding the Remedial Work Estimate as the Company may reasonably request. Promptly following its receipt of the Remedial Work Estimate and at least five (5) Business Days prior to the anticipated Closing Date, the Company shall review the Remedial Work Estimate and, following good faith consultation with Parent, notify Parent in writing of the Company's determination, which shall be made in the Company's sole discretion, of the extent to which any costs and expenses included in the Remedial Work Estimate should reduce the consideration payable hereunder.

The amount so determined by the Company, in excess of $1,000,000, if any, is referred to herein as a “Cost Recovery Deduction”, provided that the Cost Recovery Deduction shall in no event exceed $35,000,000.

49 ARTICLE VII CONDITIONS TO THE MERGER Section 7.1 Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions: (a) the Requisite Stockholder Approval shall have been obtained, and if the Written Consent Effective Date shall occur, a period of twenty-one (21) days shall have elapsed after the date on which the Company mails to the Company’s stockholders of record the notice contemplated by Section 6.2(e); (b) any waiting period (or any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or early termination thereof shall have been granted; and (c) no Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger.

Section 7.2 Conditions to Obligations of Parent and Acquisition Sub to Effect the Merger. The obligations of Parent and Acquisition Sub to effect the Merger are, in addition to the conditions set forth in Section 7.1, further subject to the satisfaction or (to the extent permitted by Law) waiver by Parent, at or prior to the Effective Time, of the following conditions: (a) each of the representations and warranties of the Company contained in this Agreement, without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, shall be true and correct as of the Closing Date, except for such failures to be true and correct as would not have a Company Material Adverse Effect (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only); provided, however, that the representations and warranties contained in Section 4.2(a) and Section 4.2(b) shall be required to be true and correct in all material respects as of the Closing Date; and Parent shall have received a certificate signed on behalf of the Company by a senior executive officer of the Company to the effect that the conditions set forth in this Section 7.2(a) have been satisfied; (b) the Company shall have performed or complied in all material respects with its obligations required under this Agreement to be performed or complied with on or prior to the Closing Date, and Parent shall have received a certificate signed on behalf of the Company by a senior executive officer of the Company to such effect; and

50 (c) since the date of this Agreement, there has not been any adverse change, event, development or state of circumstances that has had a Company Material Adverse Effect. Section 7.3 Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is, in addition to the conditions set forth in Section 7.1, further subject to the satisfaction or (to the extent permitted by Law) waiver by the Company, at or prior to the Effective Time, of the following conditions: (a) each of the representations and warranties of Parent and Acquisition Sub contained in this Agreement, without giving effect to any materiality or “Parent Material Adverse Effect” qualifications therein, shall be true and correct as of the Closing Date, except for such failures to be true and correct as would not have a Parent Material Adverse Effect (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only); and the Company shall have received a certificate signed on behalf of Parent and Acquisition Sub by a senior executive officer of Parent to the effect that the conditions set forth in this Section 7.3(a) have been satisfied; and (b) Parent or Acquisition Sub shall have performed or complied in all material respects with its obligations required under this Agreement to be performed or complied with on or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Acquisition Sub by a senior executive officer of Parent to such effect.

Section 7.4 Frustration of Closing Conditions. Neither Parent nor Acquisition Sub may rely on the failure of any condition set forth in Section 7.1 or Section 7.2 to be satisfied if such failure was caused by the failure of Parent or Acquisition Sub to perform any of its obligations under this Agreement. The Company may not rely on the failure of any condition set forth in Section 7.1 or Section 7.3 to be satisfied if such failure was caused by its failure to perform any of its obligations under this Agreement.

ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER Section 8.1 Termination. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time prior to the Effective Time, whether before or after the Requisite Stockholder Approval having been obtained (except as otherwise expressly noted and with any termination by Parent also being an effective termination by Acquisition Sub), as follows: (a) by mutual written consent of each of Parent and the Company; or (b) by either Parent or the Company, if: (i) the Merger shall not have been consummated at or before 5:00 p.m.

(New York City time) on June 30, 2018 (the “Termination Date”); provided, however, that, if all of the conditions to Closing set forth in Article VII have been

51 satisfied or, to the extent not prohibited by Law, waived (other than those conditions that by their nature are to be satisfied by actions to be taken at the Closing and the conditions set forth in Section 7.1(b) and/or Section 7.1(c) (solely with respect to matters addressed in Section 7.1(b))), the Termination Date may be extended from time to time but by no more than one (1) month at a time by written notice to the other party to a time and date no later than 5:00 p.m. (New York City time) on September 30, 2018, the latest of any of which times and dates shall thereafter be deemed to be the Termination Date; provided, further, that the right to extend the Termination Date as of the date of any such extension or terminate this Agreement pursuant to this Section 8.1(b)(i) shall not be available to any party if the failure of such party (and in the case of the Parent, including the Acquisition Sub) to perform or comply with any of its obligations under this Agreement has been the principal cause of or resulted in the failure of the Closing to have occurred on or before such date; (ii) prior to the Effective Time, any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order or taken any other action permanently restraining, enjoining, rendering illegal or otherwise prohibiting the transactions contemplated by this Agreement, and such Law or Order or other action shall have become final and non-appealable; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 8.1(b)(ii) shall have used its reasonable best efforts as required by this Agreement to remove such Law, Order or other action; and provided, further, that the right to terminate this Agreement under this Section 8.1(b)(ii) shall not be available to a party if the issuance of such Law or Order or taking of such action was primarily due to the failure of such party, and in the case of Parent, including the failure of Acquisition Sub, to perform any of its obligations under this Agreement; or (iii) the Requisite Stockholder Approval shall not have been obtained at the Stockholders’ Meeting duly convened therefor or at any adjournment or postponement thereof, at which a vote on the approval of this Agreement and the transactions contemplated hereby was taken; or (c) by the Company, if: (i) Parent or Acquisition Sub shall have breached or failed to perform any of their respective representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of any condition set forth in Section 7.3(a) or Section 7.3(b) and (B) is not capable of being cured, or is not cured, by Parent or Acquisition Sub on or before the earlier of (x) the Termination Date and (y) the date that is thirty (30) days following the Company’s delivery of written notice to Parent or the Acquisition Sub of such breach; provided, however, that the Company shall not have the right to terminate this Agreement pursuant to this Section 8.1(c)(i) if the Company is then in material breach of any of its representations, warranties, covenants or agreements hereunder; or (d) by Parent, if:

52 (i) the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of any condition set forth in Section 7.2(a) or Section 7.2(b), and (B) is not capable of being cured, or is not cured, by the Company on or before the earlier of (x) the Termination Date and (y) the date that is thirty (30) days following Parent’s delivery of written notice to the Company of such breach; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(d)(i) if Parent or Acquisition Sub is then in material breach of any of its representations, warranties, covenants or agreements hereunder; (ii) the board of directors of the Company shall have made an Adverse Recommendation Change; provided that Parent’s right to terminate this Agreement pursuant to this Section 8.1(d)(ii) shall expire upon the earlier of (A) Requisite Stockholder Approval having been obtained and (B) 5:00 p.m.

(New York City time) on the thirtieth (30th ) day following the date on which such Adverse Recommendation Change occurred; (iii) the Company shall have entered into a definitive agreement with respect to a Superior Proposal; provided that Parent’s right to terminate this Agreement pursuant to this Section 8.1(d)(iii) shall expire upon the earlier of (A) Requisite Stockholder Approval having been obtained and (B) 5:00 p.m. (New York City time) on the thirtieth (30th ) day following the date on which the Company entered into such definitive agreement with respect to such Superior Proposal; or (iv) either the Written Unconditional Consent or Written Conditional Consent shall not have been obtained and delivered to Parent within twenty- four (24) hours of the execution of this Agreement, provided that this provision shall cease to have any force and effect upon the earlier of (A) both the Written Unconditional Consent and Written Conditional Consent having been so obtained and delivered and (B) 5:00 p.m.

(New York City time) on the third (3rd ) day following the execution of this Agreement.

Section 8.2 Effect of Termination. In the event that this Agreement is terminated and the Merger abandoned pursuant to Section 8.1, written notice thereof shall be given to the other party or parties, specifying the provisions hereof pursuant to which such termination is made, and this Agreement shall forthwith become null and void and of no effect without liability on the part of any party hereto (or any of its Representatives), and all rights and obligations of any party hereto shall cease; provided, however, that, except as otherwise provided in Section 8.3 or in any other provision of this Agreement, no such termination shall relieve any party hereto of any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of Expenses or out-of-pocket costs, and, in the case of liabilities or damages payable by Parent and Acquisition Sub, would include the benefits of the transactions contemplated by this Agreement lost by the Company’s stockholders), which shall be deemed in such event to be damages of such party, resulting from any knowing and intentional breach of this Agreement prior to such termination, in which case, except as otherwise provided in Section 8.3, the aggrieved party shall be entitled to all remedies available at Law or in equity; and

53 provided, further, that the Confidentiality Agreement and the provisions of this Section 8.2, Section 8.3, Section 8.6 and Article IX shall survive any termination of this Agreement pursuant to Section 8.1 in accordance with their respective terms. Section 8.3 Termination Fees. (a) In the event that: (i) (A) a Third Party shall have publicly announced a bona fide Competing Proposal after the date of this Agreement, (B) this Agreement is subsequently terminated by the Company or Parent pursuant to Section 8.1(b)(iii), and, at the time of the Stockholders’ Meeting, such Competing Proposal was not withdrawn, and (C) within twelve (12) months of such termination, the Company consummates a transaction involving such Competing Proposal existing at the time of such termination (as the same may be amended or modified from time to time); provided, however, that for purposes of this Section 8.3(a)(i), the references to “twenty percent (20%)” in the definition of Competing Proposal shall be deemed to be references to “fifty percent (50%)”; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d)(ii) or Section 8.1(d)(iii); or (iii) (A) a Third Party shall have publicly announced a bona fide Competing Proposal after the date of this Agreement and (B) this Agreement is subsequently terminated by Parent pursuant to Section 8.1(d)(i) as a result of a knowing and intentional breach of covenant under this Agreement by the Company and, at the time of such knowing and intentional breach of covenant such Competing Proposal was not withdrawn; provided, however, that for purposes of this Section 8.3(a)(iii), the references to “twenty percent (20%)” in the definition of Competing Proposal shall be deemed to be references to “fifty percent (50%)”; provided, further, that a failure of the Company to consummate the Merger when all of the conditions set forth in Article VII to its obligations hereunder have been satisfied or waived (other than the obtaining of the Requisite Stockholder Approval and those conditions that by their terms are to be satisfied at the Closing and which are capable of satisfaction as of the date of such termination), shall constitute a “knowing and intentional breach” for purposes of this Section 8.3(a)(iii); then the Company shall, (A) in the case of clause (i) above, no later than two (2) Business Days following the date of the consummation of such transaction involving a Competing Proposal, (B) in the case of clause (ii) above, prior to or substantially concurrently with such termination, and (C) in the case of clause (iii) above, no later than two (2) Business Days after the date of such termination, pay, or cause to be paid, at the direction of Parent, the Termination Fee (it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion).

(b) Notwithstanding anything to the contrary set forth in this Agreement, but subject to Section 9.9, Parent’s right to receive payment from the Company of the Termination Fee pursuant to Section 8.3(a), in circumstances where the Termination Fee is

54 owed pursuant to Section 8.3(a)(i) or Section 8.3(a)(ii), shall constitute the sole and exclusive remedy of Parent and Acquisition Sub against the Company and its Subsidiaries and any of their respective, direct or indirect, former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates or assignees of any of the foregoing (collectively, the “Company Related Parties”) for all losses and damages suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of such amount, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated thereby (except that the Company shall also be obligated with respect to Section 8.3(c) and Section 8.6, as applicable).

(c) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) each of the Termination Fee is not a penalty, but except as set forth in Section 8.3(b), is liquidated damages, in a reasonable amount that will compensate the Parent, in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if the Company fails to timely pay any amount due pursuant to this Section 8.3 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the payment of any amount set forth in this Section 8.3, the Company shall pay Parent its costs and Expenses in connection with such suit, together with interest on such amounts at the annual rate of five percent (5%) plus the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law.

(d) If this Agreement is terminated by Parent pursuant to Section 8.1(d)(iv), the Company shall reimburse Parent for all reasonable Expenses it incurred, paid or suffered in connection with the evaluation and investigation of the transactions contemplated by this Agreement, entry into this Agreement and all acts and things done pursuant to this Agreement prior to such termination. Section 8.4 Amendment. This Agreement may be amended by mutual agreement of Parent and the Company hereto by action taken by or on behalf of their respective boards of directors at any time before or after receipt of the Requisite Stockholder Approval; provided, however, that after receipt of the Requisite Stockholder Approval, there shall not be any amendment that by Law or in accordance with the rules of any stock exchange requires further approval by the stockholders of the Company without such further approval of such stockholders nor any amendment or change prohibited under applicable Law.

This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto. Section 8.5 Extension; Waiver. At any time prior to the Effective Time, except to the extent prohibited by applicable Law, any party hereto may (a) extend the time for the performance of any obligation or other act of any other party hereto, (b) waive any inaccuracy in the representations and warranties of the other party contained herein or in any

55 document delivered pursuant hereto and (c) waive compliance with any agreement or condition contained herein. Any such extension or waiver shall only be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Acquisition Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Section 8.6 Expenses; Transfer Taxes. Except as expressly set forth herein, all Expenses incurred in connection with this Agreement, and the transactions contemplated by this Agreement shall be paid by the party incurring such Expenses, provided that Parent shall pay all filing fees in connection with the filings of the notification and report forms under the HSR Act in connection with the transactions contemplated by this Agreement. Parent shall timely and duly pay all (a) transfer, stamp and documentary Taxes or fees and (b) sales, use, gains, real property transfer and other or similar Taxes or fees arising out of or in connection with entering into and carrying out this Agreement.

ARTICLE IX GENERAL PROVISIONS Section 9.1 Non-Survival of Representations, Warranties and Agreements. The representations, warranties, covenants and agreements in this Agreement and any certificate delivered pursuant hereto by any Person shall terminate at the Effective Time or, except as provided in Section 8.2, upon the termination of this Agreement pursuant to Section 8.1, as the case may be, except that this Section 9.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time or after termination of this Agreement, including those contained in Section 6.6, Section 6.9, Section 8.3 and Section 9.13.

Nothing herein shall be construed to preclude any remedy otherwise available against any person in respect of actual fraud committed by such person.

Section 9.2 Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by hand delivery, by prepaid overnight courier (providing written proof of delivery) or by confirmed facsimile transmission or electronic mail (provided that, in the case of electronic mail, such confirmation is not automated), addressed as follows:

56 if to Parent, Acquisition Sub or the Surviving Corporation: CRH plc Stonemason’s Way Rathfarnham, Dublin 16, D16 KH51, Ireland Attention: Philip Wheatley Phone: +353 8 77 46 96 69 Email: pwheatley@CRH.Com with a copy (which shall not constitute notice) to: Oldcastle Law Group 900 Ashwood Parkway, Suite 600 Atlanta, Georgia 30338 Attention: William Miller, General Counsel Phone: (770) 392-5315 Fax: (770) 392-5305 Email: bill.miller@oldcastlelaw.com and to: Kilpatrick Townsend & Stockton LLP 1100 Peachtree Street NE, Suite 2800 Atlanta, Georgia 30309 Attention: Richard Cicchillo, Jr., Esq.

Phone: (404) 815-6111 Fax: (404) 541-3156 Email: rcicchillo@kilpatricktownsend.com if to the Company prior to the Effective Time: Ash Grove Cement Company 11011 Cody Street Overland Park, KS 66210 Attention: J. Randall Vance Phone: 913-319-6025 Fax: 913-451-7975 Email: randy.vance@ashgrove.com

57 with a copy (which shall not constitute notice) to: Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036-6522 Attention: Paul T. Schnell Stephen F. Arcano Timothy M. Fesenmyer Phone: (212) 735-3000 Fax: (212) 735-2000 Email: Paul.Schnell@skadden.com Stephen.Arcano@skadden.com Timothy.Fesenmyer@skadden.com if to the Stockholder Representative: Venture Stockholder Representative, LLC c/o Ash Grove Cement Company 11011 Cody Street Overland Park, KS 66210 Attention: Charles T. Sunderland Phone: (913) 522-5860 Fax: (913) 345-4250 (through the Closing Date) Email: charlie.sunderland@ashgrove.com with a copy (which shall not constitute notice) to: Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036-6522 Attention: Paul T.

Schnell Stephen F. Arcano Timothy M. Fesenmyer Phone: (212) 735-3000 Fax: (212) 735-2000 Email: Paul.Schnell@skadden.com Stephen.Arcano@skadden.com Timothy.Fesenmyer@skadden.com or to such other address, electronic mail address or facsimile number for a party as shall be specified in a notice given in accordance with this Section 9.2; provided that any notice received by facsimile transmission or electronic mail or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) or on any day that is not a Business Day shall be deemed to have been received at 9:00 a.m.

(addressee’s local time) on the next Business Day; provided, further, that notice of any change to the address or any of the other details specified in or pursuant to this Section 9.2 shall not be deemed to have been received until, and shall be deemed to have been received upon, the later of the date specified in such notice or the

58 date that is five (5) Business Days after such notice would otherwise be deemed to have been received pursuant to this Section 9.2. Section 9.3 Interpretation; Certain Definitions. (a) The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

(b) Disclosure of any fact, circumstance or information in any section of the Company Disclosure Letter or Parent Disclosure Letter shall be deemed to be disclosure of such fact, circumstance or information with respect to any other section of the Company Disclosure Letter or Parent Disclosure Letter, respectively, if it is reasonably apparent from the face of such disclosure that such disclosure relates to any such other section.

The inclusion of any item in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an admission or evidence of materiality of such item, nor shall it establish any standard of materiality for any purpose whatsoever.

(c) The words “hereof,” “herein,” “hereby,” “hereunder” and “herewith” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to articles, sections, clauses paragraphs, exhibits, annexes, appendices and schedules are to the articles, sections, clauses and paragraphs of, and exhibits, annexes, appendices and schedules to, this Agreement, unless otherwise specified, and the table of contents and headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the phrase “without limitation.” Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. The phrases “the date of this Agreement” and “the date hereof” and terms or phrases of similar import shall be deemed to refer to September 20, 2017, unless the context requires otherwise.

When used in reference to the Company or its Subsidiaries, the term “material” shall be measured against the Company and its Subsidiaries, taken as a whole. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder (provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date).

Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all terms defined in this Agreement shall have the meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws (provided, that for purposes of any

59 representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). All references to “dollars” or “$” refer to currency of the United States of America. All references to “U.S.” or the “United States” are to the United States of America, including its territories and possessions. (d) As used in Article IV of this Agreement, excluding in respect of any reference to a “Company Material Adverse Effect” as used in such Article, (A) a matter shall be deemed to be “material to the Company and its Subsidiaries, taken as a whole” if such matter would reasonably be expected to (i) result in aggregate damages sustained and reasonable out-of- pocket costs incurred in each case, net of any insurance recoveries from any Company insurance policies of $35,000,000 or (ii) prevent or materially impair the continued operation of any Distribution Network, taken as a whole, consistent with past practices and, in the case of clause (ii), such prevention or impairment cannot be remedied without incurring out-of-pocket costs in each case, net of any insurance recoveries from any Company insurance policies equal to or greater than $35,000,000; and (B) any assets, rights or properties shall be deemed to be “material to the Company and its Subsidiaries, taken as a whole,” if the loss thereof would reasonably be expected to result in any of the consequences described in the preceding clause (A) and such asset, right or property cannot be replaced without incurring out-of-pocket costs in each case, net of any insurance recoveries from any Company insurance policies equal to or greater than $35,000,000.

This Section 9.3(d) shall not be deemed to establish a definition or threshold for materiality under any other provision of the Agreement.

(e) As used in this Agreement, the phrase “made available” as used in Article IV with respect to the furnishing of information or documents to Parent shall mean that the information or documents referred to have been provided to Parent or posted to the Intralinks Project Venture or Project Venture – Clean Room data sites that were accessible by Parent or its Representatives as of (i) 12:00 p.m. (New York City time) on the date of this Agreement or (ii) 5:00 p.m. (New York City time) on the date that is one (1) Business Day prior to the Closing Date, as applicable.

Section 9.4 Severability.

If any term, provision, covenant or restriction of this Agreement or the application of any such term or provision to any Person or circumstance is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the Merger be consummated as originally contemplated to the fullest extent possible.

Notwithstanding the foregoing, the parties intend that the remedies and limitations thereon contained in Section 8.3(b) and Section 8.3(c) be construed as an integral provision of this Agreement and that such remedies and limitations shall not be severable in any manner that increases a party’s liability or obligations hereunder. Section 9.5 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by

60 operation of Law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective permitted successors and assigns. Any attempted assignment in violation of this Section 9.5 shall be null and void. Section 9.6 Entire Agreement. This Agreement (including the exhibits, annexes and appendices hereto) constitutes, together with the Confidentiality Agreement, the Company Disclosure Letter and the Parent Disclosure Letter, the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

Section 9.7 No Third-Party Beneficiaries. This Agreement is not intended to and shall not confer upon any Person other than the parties hereto any rights or remedies hereunder; provided, however, that it is specifically intended that (a) the D&O Indemnified Parties (with respect to Section 6.6 from and after the Effective Time), (b) the Company Related Parties (with respect to Section 8.3) are express third-party beneficiaries of this Agreement and entitled to enforce such provisions.

Section 9.8 Governing Law. This Agreement and all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Parent, Acquisition Sub or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

Section 9.9 Specific Performance.

(a) The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the parties expressly consent to the granting of an injunction or injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at Law or in equity.

Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at Law or that any award of specific performance is not an appropriate remedy for any reason at Law or in equity. Any party seeking an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such Order or injunction. Notwithstanding anything to the contrary contained herein, this Section 9.9 is not intended and shall not be construed to limit in any way, and shall be subject in all respects to, the provisions of Section 8.3(b).

61 (b) To the extent any party hereto brings an action, suit or proceeding to specifically enforce the performance of the terms and provisions of this Agreement (other than an action to enforce specifically any provision that expressly survives the termination of this Agreement), the Termination Date automatically shall be extended to (i) the twentieth (20th ) Business Day following the resolution of such action, suit or proceeding or (ii) such other time period established by the court presiding over such action, suit or proceeding. Section 9.10 Consent to Jurisdiction.

(a) Each of the parties hereto hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of the state courts of the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware, in the event any dispute arises out of this Agreement or the transactions contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware, (iv) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and (v) agrees that each of the other parties shall have the right to bring any action or proceeding for enforcement of a judgment entered by the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware.

Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Parent’s consent to jurisdiction and venue in Delaware is solely for purposes of this Agreement and the transactions contemplated hereby and does not constitute any general consent to jurisdiction of any such court in any unrelated matter.

(b) Each party irrevocably consents to the service of process outside the territorial jurisdiction of the courts referred to in Section 9.10(a) in any such action or proceeding by mailing copies thereof by registered or certified United States mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to Section 9.2. However, the foregoing shall not limit the right of a party to effect service of process on the other party by any other legally available method. Section 9.11 Counterparts. This Agreement may be executed in multiple counterparts, all of which shall together be considered one and the same agreement.

Delivery of an executed signature page to this Agreement by electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 9.12 WAIVER OF JURY TRIAL. EACH OF PARENT, ACQUISITION SUB AND THE COMPANY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF PARENT, ACQUISITION SUB

62 OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. Section 9.13 Stockholder Representative. (a) Venture Stockholder Representative, LLC is hereby appointed as the Stockholder Representative for purposes of this Agreement.

The Stockholder Representative shall have full power and authority to take or omit to take, in such Person’s sole discretion any action or decision delegated to the Stockholder Representative hereunder. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, following Closing the Stockholder Representative shall have the full power and authority to dispute or not dispute any claim for indemnification relating to any price adjustment under Section 3.1, whether under this Agreement or the Escrow Agreement, to negotiate and compromise any dispute that may arise under this Agreement or the Escrow Agreement, to sign any releases or other documents with respect to any such dispute, and to agree to and sign any amendments, waivers, or other documents in connection therewith.

All decisions, actions and instructions by Stockholder Representative will be conclusive and binding for all purposes hereof. Except as otherwise provided in this Agreement, Parent and the Escrow Agent have the right to rely conclusively on the instructions and decisions of Stockholder Representative as to the settlement of any actions required or permitted to be taken by the Stockholder Representative hereunder, and no Person will have any cause of action against Parent for any action taken by Parent in reliance upon the instructions or decisions of the Stockholder Representative. (b) If the Stockholder Representative becomes unable to perform the responsibilities hereunder for any reason or resigns from such position, the former holders of the Voting Stock immediately before the Effective Time shall, by written consent of the former holders of Voting Stock representing a majority of the votes that would have been eligible to be cast at a meeting of the stockholders held as of the date of this Agreement, appoint a substitute representative to fill such vacancy.

Any substitute representative shall be deemed to be the Stockholder Representative for all purposes of this Agreement. Upon the selection of such substitute representative, the substituted representative shall promptly notify Parent and the Escrow Agent in writing of his, her or its appointment pursuant to this Section 9.13(b), which written notice shall be accompanied by a copy of the written consent effectuating such appointment. Notwithstanding anything to the contrary in this Section 9.13(b), no replacement of the Stockholder Representative shall be effective until Parent shall have actually received the notice and written consent described in the immediately preceding sentence, and Parent shall have no liability to any Person for relying conclusively on the instructions and decisions of the then-effective Stockholder Representative during any delay between the appointment of a new Stockholder Representative and the delivery of such acknowledgement.

(c) The Stockholder Representative shall have no duties (including any fiduciary duties) or obligations to the Company, the Surviving Corporation or any former stockholder, director, officer or employee of the Company. The decisions and actions of the Stockholder Representative relating to this Agreement shall be final and binding with respect to all matters delegated to the Stockholder Representative. The Stockholder Representative and its agents and other representatives shall have no liability in respect of any action, claim or proceeding brought against such Persons by the Company, the Surviving Corporation or any

63 former stockholder, director, officer or employee, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, except to the extent finally determined by a court of competent jurisdiction to have directly resulted from the Stockholder Representative’s gross negligence or willful misconduct. (d) The Stockholder Representative is authorized to have such Persons to assist the Stockholder Representative in the performance of its duties hereunder as the it may determine and to establish and pay compensation to such Persons from the Stockholder Representative Fund.

The Stockholder Representative may apply and disburse the Stockholder Representative Fund as it reasonably determines to be appropriate in the performance of its duties hereunder.

(e) The Stockholder Representative shall be indemnified and held harmless out of the Stockholder Representative Fund, to the extent thereof, from and against any liabilities, losses, damages, penalties, fines, claims, actions, fees and expenses (including reasonable attorneys’ and accountants’ fees and any other reasonable out-of-pocket expenses incurred in investigating, preparing, defending or settling any action) incurred by the Stockholder Representative arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, except to the extent finally determined by a court of competent jurisdiction to have directly resulted from the Stockholder Representative’s gross negligence or willful misconduct (“Stockholder Representative Losses”).

The Stockholder Representative shall disburse to itself from the Stockholder Representative Fund, without the requirement of any consent or approval by Parent or the Surviving Corporation (i) the full amount of any Stockholder Representative Losses and (ii) advancement of and/or recovery of any out-of-pocket costs and expenses reasonably incurred or to be incurred by the Stockholder Representative in connection with actions taken pursuant to the terms of this Agreement and the Escrow Agreement (including the hiring of legal counsel and financial, tax or accounting advisors and the incurring of any fees and costs related thereto).

In no event will the Stockholder Representative be required to advance its own funds on behalf of the former holders of the Voting Stock immediately before the Effective Time or otherwise. Any restrictions or limitations on indemnity contained elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholder Representative under this Section 9.13(e). The foregoing indemnities will survive the resignation or removal of the Stockholder Representative or the termination of this Agreement. For the avoidance of doubt, neither Parent, the Surviving Corporation nor any of their Affiliates, stockholders, officers, directors or employees shall have any liability to the Stockholder Representative in respect of any Stockholder Representative Losses.

(f) Parent and the Company hereby agree that, in the event a dispute arises after the Closing or among Parent or the Company, on the one hand, and the former holders of Voting Stock immediately before the Effective Time, on the other hand, (i) Skadden, Arps, Slate, Meagher & Flom LLP may represent such former holders and/or the Stockholder Representative in such dispute even though the interests of such former holders may be directly adverse to the Company, and even though Skadden, Arps, Slate, Meagher & Flom LLP may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company and (ii) J.P.

Morgan Securities, LLC may provide

64 advice and other financial advisory services to such former holders and/or the Stockholder Representative in connection with such dispute even though the interests of such former holders may be directly adverse to the Company, and even though J.P. Morgan Securities, LLC may have provided advise to the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company. Parent and the Company further agree that, as to all communications between Skadden, Arps, Slate, Meagher & Flom LLP, the Company or such former holders that relate in any way to the transaction contemplated by this Agreement (but not to any matters unrelated to this transaction), the attorney/client privilege and the expectation of client confidence belongs to such former holders and may be controlled by the Stockholder Representative, and shall not pass to or be claimed or controlled by the Company; provided, that the former holders shall not waive such attorney/client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement.

[Remainder of page intentionally left blank; signature page follows.]

[Signature Page to Agreement and Plan of Merger] IN WITNESS WHEREOF, Parent, Acquisition Sub and the Company have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first written above. CRH plc By: /s/ Philip Wheatley Name: Philip Wheatley Title: Group Strategy & Development Director AMAT VENTURE, INC. By: /s/ Randy G. Lake Name: Randy G. Lake Title: CEO ASH GROVE CEMENT COMPANY By: /s/Charles T. Sunderland Name: Charles T. Sunderland Title: Chairman The undersigned has executed this Agreement as of the date first written above, solely with respect to Article IX.

STOCKHOLDER REPRESENTATIVE VENTURE STOCKHOLDER REPRESENTATIVE, LLC By: /s/Charles T. Sunderland Name: Charles T. Sunderland Title: Sole Member

A-1 Appendix A Defined Terms As used in this Agreement, the following terms shall have the following meanings: “Acceptable Confidentiality Agreement” shall mean a customary confidentiality agreement containing terms substantially similar to, and no less favorable to the Company than, those set forth in the Confidentiality Agreement. “Accounting Principles” shall mean the accounting principles, policies, procedures, definitions, methods, practices and techniques, as applied in the Company Financial Statements.

“Acquisition Sub” shall have the meaning set forth in the Preamble. “Action” shall mean any lawsuit, legal proceeding, investigation, audit, litigation or arbitration.

“Adverse Recommendation Change” shall have the meaning set forth in Section 6.5(d). “Affiliate” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. “Agreement” shall have the meaning set forth in the Preamble. “Air Quality Consent Decree” shall mean the consent decree, including any amendments thereto, entered in United States v. Ash Grove Cement Company, et. al., 2:13-cv-02299-JTM- DJW (United States District Court for the District of Kansas, August 14, 2013). “Anti-Bribery Act” shall mean anti-bribery or corruption legislation enacted by a Governmental Authority.

“Antitrust Laws” shall have the meaning set forth in Section 4.4(b).

“Blue Sky Laws” shall mean state securities or “blue sky” laws. “Book-Entry Shares” shall have the meaning set forth in Section 3.1(b). “Business Day” shall mean any day other than a Saturday, Sunday or a day on which all banking institutions in New York, New York or Governmental Authorities in the State of Delaware are authorized or obligated by Law or executive order to close. “Certificate of Merger” shall have the meaning set forth in Section 2.3(a). “Certificates” shall have the meaning set forth in Section 3.1(b). “Chosen Firm” shall have the meaning set forth in Section 3.1(e).

A-2 1982251.01A-NYCSR07A - MSW “Class B Common Stock” shall have the meaning set forth in Section 3.1(a). “Class C Common Stock” shall have the meaning set forth in Section 3.1(a). “Class D Common Stock” shall have the meaning set forth in Section 3.1(a). “Clean Team Confidentiality Agreement” shall mean the clean team confidentiality agreement, dated July 20, 2017, between Parent and the Company. “Cleanup” shall mean all actions to: (1) cleanup, remove, or treat Hazardous Materials in the outdoor environment; (2) prevent the release of Hazardous Materials so that they do not mi- grate, endanger or threaten the outdoor environment; or (3) perform pre-remedial studies and investigations.

“Closing” shall have the meaning set forth in Section 2.2. “Closing 280G Calculations” shall have the meaning set forth in Section 6.9(k). “Closing Date” shall have the meaning set forth in Section 2.2. “Closing Net Cash” shall mean, with respect to the Company and its Subsidiaries as of the close of business on the Closing Date: (a) Company Cash minus (b) Indebtedness of the Company and its Subsidiaries. For the avoidance of doubt, Closing Net Cash may be a positive or negative number.

“Closing Statement” has the meaning set forth in Section 3.1(e). “Code” shall mean the Internal Revenue Code of 1986, as amended.

“Company” shall have the meaning set forth in the Preamble. “Company Benefit Plan” shall mean any “employee benefit plan” (within the meaning of Section 3(3) of ERISA) and any other pension, profit sharing, 401(k), retirement, employment, consulting, independent contractor, severance, unemployment, welfare, disability, deferred compensation, stock purchase, stock option, stock-based, change-in-control, retention, fringe benefit, bonus or incentive compensation plan, program, policy or other arrangement, whether or not subject to ERISA, that is maintained, sponsored, contributed to, or required to be contributed to by the Company or any of its Subsidiaries for the benefit of any current or former employee, director, consultant or other individual service provider of the Company or any of its Subsidiaries or their respective beneficiaries.

The term “Company Benefit Plan” shall not include any Multiemployer Plan.

“Company Bylaws” shall have the meaning set forth in Section 4.1. “Company Cash” shall mean, with respect to the Company and its Subsidiaries, as of the close of business on the Closing Date, (a) the aggregate book cash balance of the Company and its Subsidiaries, including all cash, commercial paper, certificates of deposit and other bank deposits, treasury bills, short term investments and all other cash equivalents in its accounts, and

A-3 third party checks deposited or held in its accounts that have not yet cleared, minus (b) the sum of all outstanding checks or drafts of the Company and its Subsidiaries that are issued or outstanding at such time, minus (c) Restricted Cash.

An illustrative calculation of Company Cash based on the Company’s June 30, 2017 financial information is included in the form of Estimated Closing Statement attached as Appendix B. “Company Charter” shall have the meaning set forth in Section 4.1. “Company Common Stock” shall have the meaning set forth in Section 3.1(a). “Company Disclosure Letter” shall mean the disclosure letter delivered by the Company to Parent simultaneously with the execution of this Agreement.

“Company Financial Statements” shall mean (x) the audited consolidated (i) balance sheets, (ii) statements of earnings, (iii) statements of comprehensive income, (iv) statements of changes in equity and (v) statements of cash flows, in each case, of the Company for the fiscal years ended December 31, 2016, December 31, 2015 and December 31, 2014, and (y) the Unaudited Company Financial Statements. “Company Intellectual Property” shall have the meaning set forth in Section 4.13(a). “Company Material Adverse Effect” shall mean any change, event, effect or circumstance which, individually or in the aggregate has resulted in or would reasonably be expected to result in a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that changes, events, effects or circumstances that, directly or indirectly, to the extent they relate to or result from the following shall be excluded from the determination of Company Material Adverse Effect: (i) any condition, change, effect or circumstance generally affecting any of the industries or markets in which the Company or its Subsidiaries operate (except to the extent that such condition, change, effect or circumstance has a disproportionate adverse effect on the Company and its Subsidiaries, taken as a whole, relative to other companies of similar size operating in the same industry); (ii) any change in any Law or GAAP (or changes in interpretations of any Law or GAAP); (iii) general economic, regulatory or political conditions (or changes therein) or conditions (or changes therein) in the financial, credit or securities markets (including changes in interest or currency exchange rates) in any country or region in which the Company or its Subsidiaries conduct business; (iv) any acts of God, natural disasters, cyber-attacks, terrorism, armed hostilities, sabotage, war or any escalation or worsening of acts of war (other than any such act or event that is targeted at the Company or any Subsidiary, or causes physical damage to the assets, properties, facilities or personnel of the Company or any Subsidiary); (v) the negotiation, execution, announcement, consummation or existence of this Agreement or the transactions contemplated hereby, including by reason of the identity of Parent or any communication by Parent or its Subsidiaries regarding the plans or intentions of Parent with respect to the conduct of the business of the Company or any of its Subsidiaries and including the impact of any of the foregoing on any relationships with customers, suppliers, vendors, collaboration partners, employees or regulators; (vi) any action taken pursuant to the terms of this Agreement or with the consent or at the direction of Parent or Acquisition Sub (or any action not taken as a result of the unreasonable failure of Parent to consent to any action

A-4 requiring Parent’s consent pursuant to Section 6.1), (vii) any failure by the Company or its Subsidiaries to meet internal, analysts’ or other earnings estimates or financial projections or forecasts for any period (provided, that the facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of “Company Material Adverse Effect” may be taken into account in determining whether there has been a Company Material Adverse Effect), any changes in the market price or trading volume of the Company Common Stock, any changes in credit ratings and any changes in any analysts’ recommendations or ratings with respect to the Company or any of its Subsidiaries (provided, that the facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of “Company Material Adverse Effect” may be taken into account in determining whether there has been a Company Material Adverse Effect); and (viii) any litigation or claim threatened or initiated by stockholders of the Company against the Company, any of its Subsidiaries or any of their respective officers or directors, in each case, arising out of the execution of this Agreement or the transactions contemplated hereby.

“Company Material Contract” shall have the meaning set forth in Section 4.15(a). “Company Recommendation” shall mean the recommendation of the board of directors of the Company that the stockholders of the Company adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

“Company Related Parties” shall have the meaning set forth in Section 8.3(b). “Competing Proposal” shall have the meaning set forth in Section 6.5(i)(i). “Confidentiality Agreement” shall mean the confidentiality agreement, dated June 6, 2017, between Parent and the Company. “Consent” shall have the meaning set forth in Section 4.4(b). “Continuation Period” shall have the meaning set forth in Section 6.9(a). “Continuing Employee” shall have the meaning set forth in Section 6.9(a). “Contract” shall mean any legally binding contract, subcontract, lease, sublease, conditional sales contract, purchase order, sales order, task order, delivery order, license, indenture, note, bond, loan, instrument, understanding, permit, concession, franchise, commitment or other agreement.

“control” (including the terms “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by Contract or credit arrangement or otherwise. “Cost Recovery Deduction” shall have the meaning set forth in Section 6.17. “D&O Indemnified Parties” shall have the meaning set forth in Section 6.6(a).

A-5 “Debt-Like Items” shall mean the items set forth on Appendix C.

“DGCL” shall have the meaning set forth in the Recitals. “Dissenting Shares” shall have the meaning set forth in Section 3.4. “Distribution Network” shall mean each of the following combinations of cement plants and/or terminals, taken as a whole: (a) the Durkee, OR cement plant, together with the Elko, NV, Idaho Falls, ID, Inkom, ID, Kennewick, WA, Meridian, ID, Murray, UT, Portland OR, and Spokane, WA distribution terminals; (b) the Leamington, UT cement plant, together with the Elko, NV, Murray, UT and Las Vegas, NV distribution terminals; (c) the Montana City, MT cement plant, together with the Spokane, WA and Ridgelawn, MT distribution terminals; (d) the Seattle, WA cement plant, together with the Spokane, WA and Oroville, WA distribution terminals; (e) the Midlothian, TX cement plant; (f) the Chanute, KS cement plant, together with the Denton, TX, Fort Worth, TX, Kansas City, KS, Oklahoma City, OK, Owasso, OK, Van Buren, AR and Cozad, NE distribution terminals; (g) the Foreman, AR cement plant, together with the Fort Worth, TX, North Little Rock, AR, Alexandria, LA and Shreveport, LA distribution terminals; (h) the Houston Import Terminals (East and West); (i) the Louisville, NE cement plant, together with the Cozad, NE and Des Moines, IA distribution terminals; and (j) the Portland Import Terminal.

“Effective Time” shall have the meaning set forth in Section 2.3(a). “Enterprise Value” shall mean $3,500,000,000. “Environmental Laws” shall mean all Laws relating to pollution or protection of the environment, including Laws relating to Releases of harmful or deleterious materials and the manufacture, processing, distribution, use, treatment, storage, Release, transport or handling of harmful or deleterious materials, including the Federal Water Pollution Control Act (33 U.S.C. §1251 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.), the Safe Drinking Water Act (42 U.S.C.

§3000(f) et seq.), the Toxic Substances Control Act (15 U.S.C. §2601 et seq.), the Clean Air Act (42 U.S.C. §7401 et seq.), the Oil Pollution Act of 1990 (33 U.S.C. §2701 et seq.), the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §9601 et seq.), the Endangered Species Act of 1973 (16 U.S.C. §1531 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §136 et seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. §11001 et seq.), the Federal Mine Safety and Health Act of 1977 (30 U.S.C. §651 et seq.), and other similar state and local statutes, codes or regulations.

“Equity Value” shall mean the Enterprise Value, minus Non-Controlling Interest Adjustment, minus Debt-Like Items, plus the NWC Adjustment, plus the Closing Net Cash (using the Debt-Like Items, NWC Adjustment and Closing Net Cash as finally determined in accordance with Section 3.1(e)). “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

A-6 “ERISA Affiliate” of any entity shall mean any other entity which, together with such entity, would be treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

“Escrow Agent” shall mean J.P. Morgan Escrow Services. “Escrow Agreement” shall mean an escrow agreement between Parent, the Stockholder Representative and Escrow Agent, substantially in the form of Appendix D attached hereto. “ESOP” has the meaning set forth in Section 6.9(a). “Estimated 280G Lost Deduction” shall have the meaning set forth in Section 6.9(k). “Estimated Closing Statement” has the meaning set forth in Section 3.1(d). “Estimated Debt-Like Items” shall mean the estimate of Debt-Like Items as reflected in the Estimated Closing Statement.

“Estimated Equity Value” shall mean the Enterprise Value, minus Non-Controlling Interest Adjustment, minus Estimated Debt-Like Items, plus the Estimated NWC Adjustment, plus the Estimated Net Cash. “Estimated Net Cash” shall mean the estimate of Company Cash in the Estimated Closing Statement, minus the estimate of Indebtedness in the Estimated Closing Statement. For the avoidance of doubt, the Estimated Net Cash can be a positive or negative number. “Estimated NWC Adjustment” shall mean the estimate of Net Working Capital in the Estimated Closing Statement, minus the Target Net Working Capital.

For the avoidance of doubt, the Estimated NWC Adjustment can be a positive or negative number. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. “Exchange Fund” shall mean (i) the Estimated Equity Value multiplied by the Participation Percentage, minus (ii) an amount equal to the sum of the Price Adjustment Escrow and the Stockholder Representative Fund.

“Expenses” shall mean all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party hereto and its Affiliates) incurred by a party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement, the preparation, printing, filing and mailing of the Proxy Statement or any notice pursuant to Section 6.2(e), as applicable, and all other regulatory filing fees incurred in connection with the Proxy Statement or any notice pursuant to Section 6.2(e), as applicable, the solicitation of stockholder approvals, any filing with, and obtaining of any necessary action or non-action, Consent or approval from any Governmental Authority pursuant to any Antitrust Laws, engaging the services of the Paying Agent, any other filings and matters related to the Closing and the other transactions contemplated by this Agreement, and shall include, with respect to the Company, any amount payable after the Closing to or for the benefit of employees, officers or directors of the Company or any Subsidiary (including any associated employment Taxes) in connection with the Merger

A-7 (whether or not contingent on any other event or occurrence) pursuant to commitments, agreements or arrangements entered into by the Company prior to the Effective Time (provided that Expenses of the Company shall include amounts payable (and associated employer Taxes) under or in respect of those certain Retention Award and Severance Protection Letter Agreements referred to in item 5 of Section 6.1 of the Company Disclosure Letter to the extent in excess of $6,000,000 in the aggregate; provided that, gross amounts payable (and associated employer Taxes) up to and including $6,000,000 under or in respect of such Retention Award and Severance Protection Letter Agreements shall not be deemed to be Expenses of the Company).

“FCPA” shall mean the Foreign Corrupt Practices Act of 1977, as amended. “GAAP” shall mean the United States generally accepted accounting principles. “Governmental Authority” shall mean any United States (federal, state or local) or foreign (including the European Union) government, or any governmental, regulatory, judicial or administrative authority, agency, commission or court, or any arbitral tribunal. “Hazardous Materials” shall mean all substances (i) defined as hazardous substances, oils, pollutants or contaminants in the National Oil and Hazardous Substances Pollution Contingency Plan, 40 C.F.R.

§ 300.5, or (ii) defined as hazardous substances, hazardous materials, special or hazardous wastes, pollutants, contaminants, toxic substances (or words of similar import) by or regulated as such under, any Environmental Law, including any asbestos or asbestos-containing materials, petroleum or petroleum product or derivative thereof, polychlorinated biphyenls, or radioactive materials.

“HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder. “Indebtedness” shall mean, with respect to any Person, all obligations (including all obligations in respect of principal, interest, penalties, fees and premiums, all determined as if such Indebtedness were satisfied in full as of the Effective Time) of such Person (a) for borrowed money, (b) evidenced by notes, bonds, debentures or similar instruments, (c) in respect of reimbursement obligations under letters of credit, bankers’ acceptances, bank overdrafts, surety or performance bonds and similar instruments, (d) for the deferred purchase price of goods or services or a business, including earn-outs, but excluding trade payables or other current liabilities incurred in the ordinary course of business and taken into account in the calculation of Net Working Capital, (e) under leases classified as capital leases in the Company Financial Statements, (f) under hedging or swap obligations or similar arrangements, (g) that are secured by Lien (other than a Permitted Lien) on any assets or properties of such Person, (h) all unpaid Expenses incurred or committed to be incurred by the Company prior to the Effective Time, and (i) guarantees of, or assurances to a creditor against, a loss with respect to the obligations described in clauses (a) through (h) above of any other Person.

“Intellectual Property” shall have the meaning set forth in Section 4.13(a). “Investment Portfolio” shall mean the assets listed on Appendix E.

A-8 “IRS” shall mean the Internal Revenue Service. “J.P. Morgan” shall have the meaning set forth in Section 4.18. “JV Documentation” shall mean each and every Contract relating to the ownership or transfer of, or voting, consent or other approval rights related to, the stock or other equity interest of any Subsidiary in which the Company or one or more of its other Subsidiaries owns, directly or indirectly, more than fifty percent (50%) but less than one hundred percent (100%) of the stock or other equity interest, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

“Knowledge” shall mean the actual knowledge of the officers and employees of the Company or Parent, as applicable, listed on Section 1.1(a) of the Company Disclosure Letter and Section 1.1(a) of the Parent Disclosure Letter, respectively.

“Law” shall mean any and all domestic (federal, state or local) or foreign laws (including common Law), rules, regulations, orders, judgments or decrees promulgated by any Governmental Authority (including the Arms Export Control Act of 1976, the International Traffic in Arms Regulations, the Export Administration Regulations and the FCPA and, in each case, any rules or regulations promulgated thereunder, and, where applicable, any Anti-Bribery Act). “Leased Real Property” shall have the meaning set forth in Section 4.16(b). “Lien” shall mean liens, claims, mortgages, encumbrances, pledges or security interests or charges of any kind.

“LTIP” shall mean the Second Amended and Restated Ash Grove Cement Company Executive Long-Term Incentive Plan. “Match Right Period” shall have the meaning set forth in Section 6.5(e). “Material Company Permits” shall have the meaning set forth in Section 4.5(a). “Merger” shall have the meaning set forth in the Recitals. “Merger Consideration” shall have the meaning set forth in Section 3.1(b). “Multiemployer Plan” shall mean a plan described in Section 3(37) of ERISA to which the Company or an ERISA Affiliate contributes (or is required to contribute). “Net Working Capital” shall mean the aggregate of (i) inventories, (ii) trade receivables and (iii) prepayments and other current receivables, minus the aggregate of (iv) trade payables, (v) accrued expenses and other current liabilities and (vi) Taxes withheld and accrued Taxes, minus (vii) the agreed working capital items identified on the form of the Estimated Closing Statement, each calculated in accordance with the Accounting Principles.

For illustrative purposes only, a sample net working capital calculation is included in Appendix B. Notwithstanding the foregoing, Net Working Capital shall not take into account any income Tax

A-9 assets or liabilities (including deferred income Tax assets or liabilities), Expenses, Debt-Like Items, Company Cash or Indebtedness. “Non-Controlling Interest Adjustment” shall mean the amount of $20,850,000 in respect of the non-controlling interest in Houston Cement Company, L.P., Ash Grove Resources, LLC, and Concrete Company of Springfield. “Notice of Superior Proposal” shall have the meaning set forth in Section 6.5(e). “NWC Adjustment” shall mean Net Working Capital as of the Effective Time, minus Target Net Working Capital. For the avoidance of doubt, the NWC Adjustment can be a negative number.

“Objection Notice” shall have the meaning set forth in Section 3.1(e). “Order” shall mean any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding by or with any Governmental Authority. “Owned Real Property” shall have the meaning set forth in Section 4.16(a). “Parent” shall have the meaning set forth in the Preamble. “Parent Disclosure Letter” shall mean the disclosure letter delivered by Parent to the Company simultaneously with the execution of this Agreement.

“Parent Material Adverse Effect” shall mean any change, effect or circumstance that, individually or in the aggregate, that has or would reasonably be expected to prevent or materially delay or materially impair the ability of Parent to consummate the Merger and the other transactions contemplated by this Agreement.

“Parent Organizational Documents” shall mean the articles of incorporation, bylaws (or equivalent organizational or governing documents), and other organizational or governing documents, agreements or arrangements, each as amended to date, of each of Parent and Acquisition Sub.

“Participating Share” shall mean each share of Company Common Stock, Class B Common Stock, Class C Common Stock (if any) and Class D Common Stock issued and outstanding immediately prior to the Effective Time, other than (i) any shares cancelled pursuant to Section 3.1(a) and (ii) any Dissenting Shares or shares that subsequently cease to be Dissenting Shares pursuant to Section 3.4. “Participation Percentage” shall mean (i) the number of Participating Shares, divided by (ii) the total number of shares of Company Common Stock, Class B Common Stock, Class C Common Stock (if any) and Class D Common Stock issued and outstanding immediately prior to the Effective Time, other than any shares cancelled pursuant to Section 3.1(a).

“Paying Agent” shall have the meaning set forth in Section 3.2(a).

A-10 “Per Share Initial Merger Consideration” shall mean (i) the Exchange Fund divided by (ii) the number of Participating Shares. “Permit” means any authorization, license, permit, approval or order issued under Environmental Law and held by the Company or any of its Subsidiaries as of the Closing Date. “Permitted Lien” shall mean (i) any Lien for Taxes not yet due and payable or that are being contested in good faith by any appropriate proceedings and for which adequate accruals or reserves have been established in accordance with GAAP, (ii) Liens securing indebtedness or liabilities that are reflected in the notes to the Company Financial Statements, (iii) with respect to Real Property, (A) easements or claims of easements whether or not shown by the public records, boundary line disputes, overlaps, encroachments, imperfections of title, and any matters not of record which would be disclosed by an accurate survey or a personal inspection of the property, (B) rights of parties in possession, (C) title to any portion of the premises lying within the right of way or boundary of any public road or private road, (D) Liens imposed or promulgated by Laws with respect to real property and improvements, including zoning regulations, and (E) Liens disclosed on title reports or surveys delivered by the Company to Parent or obtained by Parent or its Representatives directly, provided that none of the foregoing (A) through (E), individually or in the aggregate, would be material to the Company and its Subsidiaries, taken as a whole, (iv) Liens of landlords, lessors, mechanics, carriers, workmen, repairmen and similar Liens incurred in the ordinary course of business for amounts not yet due and payable or which are being contested in good faith and have been appropriately reserved on the books and records of the Company or the relevant Subsidiary; (v) rights of the landlord in respect of any Leased Real Property and other terms provided for under leases for Real Property provided or made available to Parent or the Acquisition Sub, (vi) Liens of licensors under licenses and other grants of rights to or by the Company or any Subsidiary with respect to Intellectual Property, (vii) Liens created by the actions of the Parent or the Acquisition Sub, or any of their respective representatives, employees, agents or contractors and (viii) any Liens securing outstanding debt of the Company (if any).

“Person” shall mean an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a Governmental Authority. “Post-Closing Plans” shall have the meaning set forth in Section 6.9(b). “Post-Closing Welfare Plans” shall have the meaning set forth in Section 6.9(c). “Preferred Stock” shall have the meaning set forth in Section 3.1(a). “Price Adjustment Escrow” shall mean an amount equal to (i) $62,500,000, multiplied by (ii) the Participation Percentage, which amount shall be deposited with the Escrow Agent and disbursed pursuant to Section 3.1(f) hereof.

“Price Adjustment Payment” shall mean any amount payable for the benefit of the former holders of Participating Shares pursuant to Section 3.1(f) hereof.

A-11 “Pro Rata Share” shall mean, a fraction, the numerator of which is one and the denominator of which is the aggregate number of Participating Shares. “Proxy Statement” shall have the meaning set forth in Section 6.2(b). “Real Property” shall have the meaning set forth in Section 4.16(b). “Release” shall mean any actual or threatened release, spill, emission, discharge, leaking, pumping, injection, deposit, disposal, dispersal, leaching or migration of Hazardous Materials, including the movement of Hazardous Materials through or in the air, soil, surface water, groundwater or real property.

“Remedial Work Estimate” shall have the meaning set forth in Section 6.17. “Representative Fund Distribution” shall have the meaning set forth in Section 3.2(i). “Representatives” shall have the meaning set forth in Section 6.4. “Requisite Stockholder Approval” shall mean the approval of this Agreement by holders holding more than one-half of the votes corresponding to the Voting Stock entitled to vote thereon. “Restricted Cash” shall mean any cash or cash equivalents held by the Company or its Subsidiaries: (a) for, or on behalf of, a customer or client of any such Person, or (b) which is subject to a restriction on its use or access as of Closing (including any cash held in escrow, cash securing letters of credit or otherwise as collateral, and cash held as a security deposit, vendor deposit or other deposit).

“SEC” shall mean the Securities and Exchange Commission. “Securities Act” shall mean the Securities Act of 1933, as amended. “Stockholder Representative” shall mean Venture Stockholder Representative, LLC, or its successor duly appointed pursuant to Section 9.13. “Stockholder Representative Fund” has the meaning set forth in Section 3.2(i). “Stockholder Representative Losses” has the meaning set forth in Section 9.13(e). “Stockholders’ Meeting” shall have the meaning set forth in Section 6.2(d) “Subsidiary” of any Person, shall mean any corporation, partnership, joint venture or other legal entity of which such Person (either above or through or together with any other subsidiary), owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity; provided that, notwithstanding the foregoing, Ash Grove Resources, LLC shall be deemed to be a Subsidiary of the Company for all purposes hereof.

A-12 “Subsidiary Financial Statements” shall mean (x) the audited consolidated (i) balance sheets, (ii) statements of income, (iii) statements of stockholders’ equity and (iv) statements of cash flows, in each case, of Concrete Company of Springfield, as at and for the fiscal years ended December 31, 2016, December 31, 2015, and December 31, 2014, and (y) the audited consolidated (i) balance sheets, (ii) statements of operations, (iii) statements of partners’ equity and (iv) statements of cash flows, in each case, of Houston Cement Company, L.P., as at and for the fiscal years ended December 31, 2016, December 31, 2015, and December 31, 2014.

“Superior Proposal” shall have the meaning set forth in Section 6.5(i)(ii). “Surviving Corporation” shall have the meaning set forth in Section 2.1. “Target Net Working Capital” shall mean $276,000,000. “Tax” or “Taxes” shall mean any and all taxes, fees, levies, duties, tariffs, imposts, and other similar charges (together with any and all interest, penalties and additions to tax) imposed by any Governmental Authority or taxing authority, including taxes with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation, or net worth; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added, or gains taxes; and customs duties or tariffs.

“Tax Returns” shall mean returns, reports and information statements, including any schedule or attachment thereto, with respect to Taxes required to be filed with the IRS or any other Governmental Authority or taxing authority, including any claim for refund or amended return. “Termination Date” shall have the meaning set forth in Section 8.1(b)(i). “Termination Fee” shall mean an amount equal to $131,250,000. “Third Party” shall mean any Person or group other than Parent, Acquisition Sub and their respective Affiliates.

“Treasury Regulations” shall mean the tax regulations issued by the IRS.

“Unaudited Company Financial Statements” shall mean the unaudited consolidated (i) balance sheets, (ii) statements of earnings, and (iii) statements of cash flows, in each case, of the Company for the interim period ended June 30, 2017. “Voting Stock” shall mean, collectively, the Company Common Stock, the Class B Common Stock and the Class C Common Stock (if any). “WARN Act” shall have the meaning set forth in Section 5.11. “Window Shop Period” shall mean the period of fifteen (15) days commencing on the day following the date of this Agreement and ending at 5:00 p.m. (New York City time) on such fifteenth (15th ) day; provided that, if prior to the expiration of such fifteen (15)-day period the

A-13 Company shall have received one or more Competing Proposals meeting the requirements of Section 6.5(c), then, only with respect to each such Competing Proposal, the Window Shop Period shall be extended until 5:00 p.m. (New York City time) on the earlier of (a) the twentieth (20th ) day following the Company’s initial receipt of such Competing Proposal and (b) the thirtieth (30th) day following the date of the Agreement; provided, further, that if the Company shall have delivered a Notice of Superior Proposal in respect of any such Competing Proposal to Parent in compliance with Section 6.5(e) prior to the expiration of the Window Shop Period (including any applicable extensions thereof), then, only with respect to such Superior Proposal as modified, the Window Shop Period shall be further extended until 5:00 p.m.

(New York City time) on the second (2nd) Business Day following the expiration of the most recent Match Right Period.

“Written Conditional Consent” shall have the meaning set forth in Section 6.2(a). “Written Consent” shall have the meaning set forth in Section 6.2(a). “Written Consent Effective Date” shall have the meaning set forth in Section 6.2(a). “Written Unconditional Consent” shall have the meaning set forth in Section 6.2(a).