Common use of Consideration Clause in Contracts

Consideration. (a) The aggregate consideration to be paid by or on behalf of Buyer for the LLC Interests and the Waiver shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds to the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate Subject to the terms and conditions of this Agreement, at the Closing, as consideration to be paid by or on behalf of Buyer for the LLC Interests and the Waiver shall be (x) the issuance purchase of the Profits Interest Assets, Buyer shall assume and agree to Seller discharge the Assumed Liabilities and pay the sum of $660,000,000 in immediately available funds (or its designee) and (y) $315,000,000 (clause (x) and (y) collectivelyas adjusted in accordance with this Agreement, the “Purchase Price”)) in the following manner: (1) At Closing, subject Buyer shall pay to adjustment pursuant each holder of Indebtedness set forth on Schedule 8.1(f) the total amount required to Section 2.3satisfy in full the Indebtedness owed each such holder, which amount shall be set forth in a customary payoff letter delivered by each holder prior to the Closing (each, a “Pay-off Letter” and the aggregate amount required to be paid pursuant to all of the Payoff Letters is referred to herein as follows:the “Pay-off Amount”). Seller shall be responsible for obtaining the Pay-off Letters as provided herein. (i2) $260,000,000 At Closing, Buyer shall pay to the Escrow Agent the Additional Escrow Amount, if any, by wire transfer of immediately available funds. (3) At Closing, Buyer shall pay to Seller in immediately available funds to an account designated by Seller the sum of the Adjusted Preliminary Purchase Price (as determined in accordance with Section 2.6) less the Additional Escrow Amount less the Pay-Off Amount less the Performance Deposit plus the Net Imbalance Amount (which Net Imbalance Amount may be a positive or negative dollar amount) (such amount being referred to as the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAPClosing Amount”). (b) The Cash ConsiderationAt Closing, subject Buyer and Seller shall provide joint written instruction to adjustment pursuant the Escrow Agent to Section 2.3, shall be delivered by Buyer release from the Escrow Fund and pay to Seller (or its designee) at the Closing by wire transfer of in immediately available funds to the an account specified designated by Seller (or its designee); provided, however that the Cash Consideration allocated to Performance Deposit and the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee)Deposit Interest. (c) The Unit Consideration After Closing, final adjustments to the Purchase Price shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter made pursuant to the Partnership’s transfer agent (the “Instruction Letter”Final Settlement Statement to be delivered pursuant to Section 13.1(a) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued and payments made by Buyer or Seller as provided in the name of Seller or its designee (the “Certificates”Section 13.1(a), which Instruction Letter shall be and upon final resolution of any Title Disputed Matters or any Environmental Disputed Matters in a form accordance with Articles 4 and substance reasonably acceptable to both Buyer and Seller5, respectively. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate consideration to be paid by or on behalf of Buyer a. In exchange for the LLC Interests and the Waiver shall be (x) the issuance receipt of the Profits Interest Olayan Company Shares and in accordance with Clause 2.8 of the SPA, on the NESR Closing Date, NESR shall issue to Seller (Olayan 13,340,448 shares of NESR Common Stock. b. Each Party shall preserve the right to recover any Pre-Olayan Closing Adjustment Leakage, Pre-NESR Closing Adjustment or its designee) and (y) $315,000,000 (clause (x) and (y) collectivelyDisputed Leakage, the “Purchase Price”)as applicable, subject to adjustment pursuant to Section 2.3the SPA. If, with Olayan written consent, NESR is able to be paid as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued recover, after deduction of reasonable recovery costs, any Pre-Olayan Closing Adjustment Leakage, then NESR shall promptly transfer such amount of Pre-Olayan Closing Adjustment Leakage to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject Olayan. NESR shall make such payment to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing Olayan either by wire transfer of immediately available funds or through the issuance to the account specified by Seller (Olayan or its designee); provideddesignated Affiliate of an equivalent amount in shares of NESR Common Stock valued at $11.244 per share, however that in the Cash Consideration allocated sole discretion of NESR. The aggregate shares of NESR Common Stock issued to the Waiver Olayan pursuant to Section 2.2(dClauses 2.a and 2.b (Consideration) below (but not Clause 2.c) hereof shall collectively be delivered referred to HEP Logistics Holdingsas the “Lock-Up Shares.” c. On the NESR Closing Date, L.P. (or its designee). (c) The Unit Consideration NESR shall be pay to Olayan interest accruing at the rate of 9.5% per annum on the amount paid by Olayan to purchase the PartnershipOlayan Company Shares, on behalf up to an amount of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent $4,700,000 (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “CertificatesInterest Amount”), which Instruction Letter shall be in a form and substance reasonably acceptable represents the total interest payable to both Buyer and Seller. (d) A portion of Olayan on the Olayan Initial Cash Consideration Amount. On the NESR Closing Date, NESR shall have the right in its sole discretion either to pay the amount Interest Amount in cash or to issue to Olayan or its designated Affiliate 418,001 shares of $15,400,000 shall be allocated NESR Common Stock in full satisfaction of this obligation (the aggregate shares of NESR Common Stock issued to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline Olayan pursuant to Treasury Regulations Section 1.707-4(d)(2)(iithis Clause 2.c. (Consideration) shall be determined referred to as the “Non-Lock-Up Shares” and the Lock-Up Shares and the Non-Lock-Up Shares shall collectively be referred to as the “Shares”). d. NESR shall issue all the Common Stock issuable hereunder to Olayan or an Affiliate of Olayan as designated by Seller Olayan in writing, free and reported consistently clear of all Encumbrances, but subject to restrictions on transfer generally arising under applicable U.S. federal or state securities law and, in the case of the Lock-Up Shares, the Lock-Up (as defined below). Upon request by Olayan, a certificate, signed by a duly authorized officer of NESR will be delivered to Olayan or its designated Affiliate at the PartiesNESR Closing Date evidencing appropriate book entries to the account holder designated by Olayan. e. NESR acknowledges that, pursuant to the terms of the SPA, Olayan is under no obligation to pay any Olayan Daily Amount. For the avoidance of doubt, under no circumstances shall Olayan or its Affiliates be held liable for or required to pay any Olayan Daily Amount and NESR shall not, and shall cause its Affiliates not to, make any claim in respect of the foregoing.

Consideration. (a) The aggregate consideration to be paid by or on behalf of the Buyer for the LLC Interests and the Waiver Transferred Assets shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to as provided in Section 2.32.5(b), to Section 3.4, Section 6.8. and Section 6.11 The Purchase Price shall be paid as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds to the account account(s) specified by Seller the Sellers. (or its designeeb) At the end of the period beginning on and including the Effective Time and ending December 31, 2018 (inclusive), and for each of the calendar years ended December 31, 2019 and 2020 (the “Determination Period”), the Buyer shall calculate the Aggregate Operating Expenses incurred in the operation of the Transferred Assets in the ordinary course of business during that period. If (x) such Aggregate Operating Expenses exceed the applicable amount listed in Schedule 2.5(b) for such period (the “OPEX Cap”), the Sellers shall make a payment to the Buyer for the amount of such excess and (y) such Aggregate Operating Expenses are less than the OPEX Cap for such period, the Buyer shall make a payment to the Sellers for such difference, in each case, as a purchase price adjustment; provided, however however, that no purchase price adjustment shall be payable to the extent that the Cash Consideration allocated to Aggregate Operating Expenses exceed the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (respective OPEX Cap as a result of operations by the Buyer which are outside the ordinary course of business or as a result of the negligence or willful misconduct of the Buyer in its designee)performance of its obligations hereunder. (c) The Unit Consideration In addition to any payments pursuant to Section 2.5(b), if requested by either the Buyer or the Sellers within 90 days after the end of the Determination Period, the Parties shall be paid by analyze the Partnership, on behalf of Buyer, at the Closing by delivery of a letter Aggregate Operating Expenses relative to the Partnership’s transfer agent OPEX Cap and, based on such analysis, the Buyer and the Sellers shall negotiate in good faith to make commensurate (x) adjustments (either increases or decreases) to the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued throughput, storage, terminalling or other fees set forth in the name of Seller Ancillary Documents or its designee (the “Certificates”)y) to include additional fees in such Ancillary Documents, which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion each case, effective as of the Cash Consideration end of the Determination Period, to allow Buyer to recoup at least the actual costs of operations of the Transferred Assets in addition to a mutually agreed upon margin, taking into consideration Aggregate Operating Expenses over the amount of $15,400,000 shall be allocated Determination Period in relation to the Waiver and treated as OPEX Cap or to provide the Sellers with a cash distribution by reduction in fees if the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to Aggregate Operating Expenses are lower than the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the WaiverOPEX Cap. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate consideration to be paid by or on behalf of Buyer for the LLC Interests and the Waiver Purchase Price shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”)122,750,000.00, subject to adjustment pursuant to Section 2.3allocations, to credits and adjustments described herein. The Purchase Price shall be paid as follows: (ia) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, Buyer shall receive a credit for the 10 trading days immediately preceding total outstanding balance of all principal and accrued interest with respect to the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”)Fannie Loans. (b) The Cash ConsiderationIf any Tenant shall have paid to the Company the rent due under such Tenant’s Lease for the month in which the Closing occurs, subject then Buyer shall receive a credit at Closing equal to adjustment pursuant the portion of such rent that is allocable to Section 2.3the period from and after the Closing Date. If any Tenant shall not have paid to the Company the rent due under such Tenant’s Lease for the month in which the Closing occurs, then the Purchase Price shall be delivered increased by Buyer an amount equal to Seller (or its designee) at the portion of such rent that is allocable to the period preceding the Closing by wire transfer of immediately available funds to the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee)Date. (c) The Unit Consideration Buyer shall be paid pay the balance of the Purchase Price by the Partnership, on behalf of Buyer, at the Closing in cash by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Sellerwire transfer. (d) A portion of the Cash Consideration Buyer has previously delivered to First American Title Insurance Company, as escrow agent (“Escrow Agent”), an xxxxxxx money deposit in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived 613,750.00 (“Deposit”) in connection with the WaiverMarch 14, 2013 letter of intent. Seller agrees to instruct Escrow Agent to return the Deposit to Buyer at Closing, unless Buyer elects to apply the same to the Purchase Price (in which event Buyer shall instruct Escrow Agent to deliver the Deposit to Seller at Closing). The parties have executed the April 2, 2013 escrow letter agreement (“Escrow Agreement”) which is incorporated herein by reference. (e) The portion In the event the Company or Seller holds any security deposits or escrow funds of the Cash Consideration Tenant Parties pursuant to the terms of the Leases and such funds are held by the Company or Seller in an account that qualifies for treatment as is a reimbursement for capital expenditures incurred part of the Excluded Assets, then Seller shall transfer, or shall cause the Company to transfer, the balance of such security deposits or escrow funds to an account designated by Buyer at Closing. The foregoing provisions shall not apply to any security deposits or escrow funds held by Fannie or any servicer or agent with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the PartiesFannie Loans.

Consideration. 4.1 The Consideration shall be US$9,100,000 which shall be paid at Completion. 4.2 In connection with the New Funding Arrangements, Purchaser will either subscribe for the Subscription Shares for the Subscription Price or pay the Deferred Consideration to Vendor, in accordance with Clauses 5.6. 4.3 The Vendor and the Vendor’s Guarantor acknowledge and agree that the Purchaser’s willingness to pay the Consideration for the Sale Shares and subscribe for the Subscription Shares (or, as applicable, pay the Deferred Consideration) is conditioned upon the agreement of the Vendor (a) The aggregate consideration to extinguish all inter-company debt between Main Union or the PRC Affiliate and any Affiliates of the Vendor or the Vendor’s Guarantor and (b) that the Inter-Company Funding shall be dealt with according to the New Funding Arrangements agreed between the Parties, and Vendor and Vendor’s Guarantor shall cause such inter-company debt (other than the Inter-Company Funding) to be paid extinguished prior to Completion and shall cooperate fully with Purchaser to effect the New Funding Arrangements following Completion. If any such inter-company debt (other than Inter-Company Funding) exists at Completion, the Vendor, the Vendor’s Guarantor and Main Union hereby agree that as of the Completion such debt shall be extinguished and shall be of no further force or effect. Further, Vendor, the Vendor’s Guarantor and Main Union hereby agree that as of the completion of the New Funding Arrangements, the Inter-Company Funding shall be extinguished and shall be of no further force or effect. Prior to the completion of the New Funding Arrangements, the Vendor and the Vendor’s Guarantor will procure that neither Grace Fabric nor any of its Affiliates will demand repayment of the Inter-Company Funding or any part thereof other than as contemplated by the New Funding Arrangements, earn or demand interest on behalf of Buyer the Inter-Company Funding, or exercise any creditor’s rights or other remedies with respect to the Inter-Company Funding. 4.4 Save for the LLC Interests and stamp duty payable under Clause 21.3, the Waiver Vendor shall be solely liable and responsible for any and all Taxes, including:- (xa) profits tax, conveyance fees and recording charges (“Transfer Taxes”) which may be levied or imposed by any tax, revenue or other Governmental Authorities in Hong Kong, in connection with the issuance sale and transfer of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”)Sale Shares; and (iib) $55,000,000 any and all Taxes of whatever nature payable in 1,029,900 Common Units (the “Units”) issued to Seller (PRC in connection with or an Affiliate of Seller designated triggered by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, arrangements provided for the 10 trading days immediately preceding the announcement date of the transactions or contemplated by this Agreement (Agreement, save that Parties agree that following Completion the “HEP Common Unit 10-Day VWAP”). (b) The Cash ConsiderationPRC Affiliate will be responsible for any taxes payable on the remittance of funds by the PRC Affiliate to Main Union including any withholding tax on the remittance of profits, subject the payment of licence fees or any other payments made by the PRC Affiliate to adjustment pursuant to Section 2.3Main Union. For the avoidance of doubt, shall be delivered by Buyer to Seller (or its designee) at it is acknowledged that for stamp duty purposes the Closing by wire transfer of immediately available funds to the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be deemed to be US$20,000,000. 4.5 If the Purchaser is required under any applicable law or regulation to withhold such tax in respect of the Consideration or any part thereof payable to the Vendor or in respect of any amounts paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived Purchaser in connection with the Waiver. (e) The portion of New Funding Arrangements, the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) Purchaser shall be determined by Seller and reported consistently entitled to deduct the relevant amounts from the Consideration or such other payment after notification by the PartiesPurchaser to the Vendor of such claim and to pay over the amounts so deducted to the relevant tax, revenue or other Governmental Authorities. In such event, the Purchaser shall forthwith deliver to the Vendor documentary evidence of its payment of such amount to the relevant tax, revenue or other Governmental Authorities together with the official receipts issued by the relevant tax, revenue or other Government Authorities.

Consideration. (a) The aggregate consideration to be paid by or on behalf of Buyer purchase price for the LLC Interests Purchased Assets and the Waiver shall be total consideration for this transaction (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject which Seller acknowledges is full and adequate consideration, shall be an amount equal to adjustment pursuant to Section 2.3five (5) times the Seller’s trailing twelve (12) months earnings ending December 31, to be paid as follows: 2017, before interest, taxes, depreciation and amortization, with certain add-backs agreed-upon by the parties, with this calculation being based on the Seller’s to-be-completed 2017 audited income statement (i) $260,000,000 in immediately available funds (the “Cash ConsiderationAdjusted EBITDA”); and (ii) $55,000,000 in 1,029,900 Common Units (. For purposes of illustration and example only, if the “Units”) issued to Seller (or an Affiliate Adjusted EBITDA of Seller designated for 2017 is $700,000, the Purchase Price at Closing will be $3,500,000 (Seller’s actual 2017 Adjusted EBITDA shall be multiplied by Seller) (5 to get the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”actual Purchase Price). (b) The Cash ConsiderationIf the Seller’s 2017 Adjusted EBITDA is less than the target of $700,000, subject (as shown on Seller’s 2016 and 2017 Audited Financial Statements, as defined below) then either Buyer or Seller shall have the absolute and separate option, within five (5) calendar days following receipt of the Seller’s 2016 and 2017 Audited Financial Statements, to adjustment pursuant declare to Section 2.3the other party in writing this Agreement terminated, null and void, with no further duties, obligations or liabilities owed to anyone except as expressly stated herein. If Seller’s 2017 Adjusted EBITDA is at least $700,000 (as shown on the Seller’s 2016 and 2017 Audited Financial Statements) and all of the conditions and contingencies on Buyer’s obligation to Close hereunder are satisfied, but Buyer chooses not to Close, then Buyer shall be delivered by Buyer liable to Seller (or its designee) at for a breakup fee which shall not be more than the Closing by wire transfer of immediately available funds to the account specified audit fees paid by Seller (or its designee); provided, however that to Seller’s Accountant for the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee)Seller’s 2016 and 2017 Audited Financial Statements. (c) The Unit Consideration Seller shall be paid provide Buyer with Seller’s audited 2016 and 2017 financial statements completed by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the PartnershipPCAOB approved accounting firm (“Seller’s transfer agent (the “Instruction Letter2016 and 2017 Audited Financial Statements”) irrevocably instructing such transfer agent along with that firm’s signed consent to deliver certificates representing allow the Unit Consideration issued use of Seller’s 2016 and 2017 Audited Financial Statements in public filings with the name of Seller or its designee Securities and Exchange Commission (the “CertificatesSEC”), which Instruction Letter shall be ) in a form and substance content reasonably acceptable to both Buyer and SellerBuyer. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate consideration to be paid by or on behalf of Buyer for the LLC Interests and the Waiver shall be Assets (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to ) will be paid as follows: (ia) One Hundred Fifty Five Million Dollars ($260,000,000 in immediately available funds 155,000,000) plus or minus the Adjustment Amount and (b) the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price assumption of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”)Assumed Liabilities. (b) The Cash ConsiderationIn accordance with Section 2.7(b), subject at the Closing, the Purchase Price, prior to adjustment pursuant to Section 2.3on account of the Adjustment Amount, shall be delivered by Buyer to Seller as follows: (or its designeei) at the Closing One Hundred Fifty Million Dollars ($150,000,000) by wire transfer to Sellers; and (ii) Five Million Dollars ($5,000,000) by wire transfer to an Escrow Agent mutually satisfactory to Sellers and Buyer (the “Escrow Agent”) to hold in accordance with the terms and conditions of immediately available funds an escrow agreement in form and substance mutually satisfactory to Sellers and Buyer (the account specified by Seller (or its designee“Escrow Agreement”); provided, however that providing for, among other things, termination of the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics HoldingsEscrow Agreement on September 30, L.P. (or its designee)2005. (c) The Unit Consideration Within ten (10) Business Days after the execution of this Amendment, Veritas shall cause Buyer to deposit the sum of Five Million Dollars ($5,000,000) (the “Deposit”) in escrow in accordance with the terms and conditions of the Deposit Escrow Agreement in the form of Exhibit A attached hereto. Unless this Contract shall be paid by the Partnershipterminated pursuant to Section 9.1, on behalf the Closing Date the Deposit (together with all interest and other distributions or gains, hereinafter referred to as “Earnings”) shall be released to Sellers as partial payment of Buyer, the Purchase Price and the amount payable by Buyer to Sellers at the Closing by delivery of a letter pursuant to the Partnership’s transfer agent (the “Instruction Letter”Section 2.3(b) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in reduced by the amount of $15,400,000 the Deposit and Earnings. In the event the Closing does not occur as a result of the Breach by Buyer of its obligations under this Contract, Sellers shall be allocated entitled to receive the Waiver Deposit and treated Earnings as liquidated damages. Buyer and Sellers hereby acknowledge that the amount of damages which would be incurred by Sellers as a cash distribution result of Buyer’s Breach of this Contract for not Closing are difficult to ascertain and that the amount of liquidated damages provided for by the Partnership to HEP Logistics Holdings, L.P. this Section 2.3(c) are reasonable. Notwithstanding anything to the contrary contained in this Contract (including, without limitation, Sections 9.2 and 13.5), Buyer shall have no other liability to Sellers in the Partnership Agreementevent the Closing does not occur. In the event the Closing does not occur other than as a result of the Breach by Buyer of its obligations under this Contract, the Partnership will not allocate any income Deposit and Earnings shall be returned to Seller with respect to the incentive distribution rights waived in connection with the WaiverBuyer. (e) The portion C. Section 2.6 of the Cash Consideration that qualifies for treatment Purchase Contract is hereby amended to read in its entirety as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.follows:

Consideration. (ai) The aggregate consideration to be paid by or on behalf of Buyer for the LLC sale and transfer of the Acquired Assets, the Target Interests and the Waiver Acquired Tiwest Joint Venture Interests shall be (xA) the issuance of Sales Proceeds, as adjusted prior to the Profits Interest Closing pursuant to Seller (or its designeeSection 2(h)(i), Section 2(h)(ii) and Section 2(h)(iii) (y) $315,000,000 (clause (x) such adjusted amount, the “Initial Purchase Price,” and, if and (y) collectivelyas further adjusted by the payments contemplated by Section 2(h)(vi), the “Purchase Price”), subject to adjustment which Initial Purchase Price less each of the (1) Net Working Capital Escrow Amount, (2) the COBRA Escrow Amount, (3) the amount of liquidated damages payable pursuant to Section 2.36(o)(iii), if any, and (4) the amount of any adjustments pursuant to be paid as follows: Section 5(m)(iii) is payable and deliverable to Sellers at the Closing in accordance with Section 2(g)(ii)(J), and (iB) $260,000,000 in immediately available funds the assumption by U.S. Buyer of the Assumed Liabilities (other than the “Cash Consideration”Assumed Tronox Australia Liabilities); and, and by Australia Buyer of the Assumed Tronox Australia Liabilities. (ii) $55,000,000 in 1,029,900 Common Units Pursuant to the terms of that certain Escrow Agreement, dated as of the date hereof (the “UnitsDeposit Escrow Agreement”) issued to Seller (or an Affiliate of Seller designated ), by Seller) and among U.S. Buyer, Tronox Incorporated and Xxxxx Fargo Bank, National Association, in its capacity as escrow agent (the “Unit ConsiderationEscrow Agent”), a copy of which valuation is based upon the volume-weighted average price of the Partnership’s Common Unitsattached hereto as Exhibit D, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject U.S. Buyer has deposited an amount in cash equal to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing $12,450,000 by wire transfer of immediately available funds (the “Deposit”), which Deposit shall be released by the Escrow Agent and delivered to either U.S. Buyer or Sellers in accordance with the provisions of the Deposit Escrow Agreement. Pursuant to the account specified by Seller Deposit Escrow Agreement, the Deposit and any accrued investment income or interest thereon shall be distributed as follows: (A) if the Closing shall occur, then (1) the Deposit shall be delivered at the Closing to Sellers under Section 2(g)(ii)(I), and (2) all accrued investment income or its designee); provided, however that interest on the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below Deposit shall be delivered to HEP Logistics HoldingsU.S. Buyer at the Closing; (B) if this Agreement is terminated by Sellers pursuant to Section 8(a)(iii) (for failure by Buyers to satisfy conditions set forth in Section 7(b)(i) or 7(b)(ii)) or 8(a)(v), L.P. then (1) the Deposit shall be delivered to Sellers, and (2) all accrued investment income or its designeeinterest on the Deposit shall be delivered to U.S. Buyer, in each case, within five Business Days of such termination; or (C) if this Agreement is terminated by Sellers or Buyers or both, as applicable, pursuant to Section 8(a)(i), 8(a)(ii), 8(a)(iii) (other than for failure by Buyers to satisfy conditions set forth in Section 7(b)(i) or 7(b)(ii)), 8(a)(iv), 8(a)(vi), 8(a)(vii), 8(a)(viii), 8(a)(ix), 8(a)(x), 8(a)(xi), 8(a)(xii) or 8(a)(xiii), then the Deposit, together with all accrued investment income or interest thereon, shall be returned to U.S. Buyer within five Business Days of such termination. (ciii) The Unit Consideration At the Closing, U.S. Buyer shall deposit, pursuant to the terms of an escrow agreement, to be paid by the Partnership, on behalf of Buyer, at dated the Closing by delivery of a letter to the Partnership’s transfer agent Date (the “Instruction LetterNet Working Capital Escrow Agreement”) irrevocably instructing ), by and among U.S. Buyer, Tronox Incorporated and the Escrow Agent, in substantially the form of Exhibit M, an amount equal to $15,000,000 (as such transfer agent amount may be increased pursuant to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (Section 2(h)(iii), the “CertificatesNet Working Capital Escrow Amount”), which Instruction Letter amount shall continue to be held by the Escrow Agent in a form accordance with the Net Working Capital Escrow Agreement and substance reasonably acceptable be disbursed in accordance with the terms of the Net Working Capital Escrow Agreement, to both Buyer Sellers and/or U.S. Buyer, as applicable, following the determination of the Conclusive Net Working Capital Statement and Sellerthe Conclusive Rebate Statement. (div) A portion At the Closing, U.S. Buyer shall deposit, pursuant to the terms of an escrow agreement, to be dated as of the Cash Consideration Closing Date (the “COBRA Escrow Agreement”), by and among U.S. Buyer, Tronox Incorporated and the Escrow Agent, in substantially the form of Exhibit N, an amount equal to the sum of (A) the product of $15,400,000 6,667 times the number of days between the Closing Date and January 25, 2010 (the “Retiree COBRA Amount”), and (B) $1,500,000 (the “Non-Retiree Amount” and, together with the Retiree COBRA Amount, the “COBRA Escrow Amount”), which amount shall continue to be held by the Escrow Agent in accordance with the COBRA Escrow Agreement and be used to fulfill the obligations set forth in Section 6(o). For the avoidance of doubt, if the Closing Date is on or after January 13, 2010, then the Retiree COBRA Amount shall be allocated to the Waiver and treated zero. As soon as a cash distribution by the Partnership to HEP Logistics Holdingsadministratively practicable after January 13, L.P. Notwithstanding anything to the contrary in the Partnership Agreement2010, the Partnership will not allocate any Retiree COBRA Amount, together with all accrued investment income or interest thereon, shall be delivered to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion Sellers upon satisfaction of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect obligations of Sellers set forth in Section 6(o)(i). If Sellers fail to Seller’s interest in UNEV Pipeline satisfy their obligations pursuant to Treasury Regulations Section 1.7076(o)(ii), then the Non-4(d)(2)(ii) Retiree Amount, together with all accrued investment income or interest thereon, shall be determined by Seller paid to U.S. Buyer, as soon as administratively practicable, as Buyers’ sole remedy and reported consistently by liquidated damages. If Sellers fulfill their obligations under Section 6(o)(ii), then, as soon as administratively practicable after the Parties.earlier of (1) the date that all applicable COBRA obligations are satisfied, or (2) the date

Consideration. (a) The aggregate As consideration to be paid by or on behalf of Buyer for the LLC Interests and the Waiver shall be (x) the issuance of the Profits Interest Purchased Assets, Purchaser will pay to Seller Parent (or its designeesuch Seller Parent Subsidiaries designated by Seller Parent), in the manner described herein, an amount equal to $185,000,000 (One Hundred Eighty Five Million Dollars) and (y) $315,000,000 the “Initial Purchase Price”), subject to the NWC Adjustment set forth in this ARTICLE I (clause (x) and (y) collectivelyas so adjusted, the “Purchase Price”), subject to adjustment pursuant to . The Purchase Price shall be allocated between the U.S. Acquired Company Equity and the Canada Acquired Company Equity in accordance with Section 2.3, to be paid as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”1.4(a). (b) The “Estimated Closing Payment” will be equal to the Initial Purchase Price (i)(A) increased by the Estimated Net Working Capital Surplus (if any) or (B) decreased by the Estimated Net Working Capital Deficiency (if any), (ii) decreased by the Estimated Indebtedness at Closing, (iii) decreased by the Seller Transaction Expenses and (v) increased by Estimated Cash. The “Final Closing Payment” will be equal to the Initial Purchase Price (i)(A) increased by the Net Working Capital Surplus (if any) or (B) decreased by the Net Working Capital Deficiency (if any), (ii) decreased by the Indebtedness of the Acquired Companies as of Closing, (iii) decreased by the Seller Transaction Expenses and (v) increased by any Cash Considerationheld by the Acquired Companies as of the Closing, subject as finally determined in accordance with Section 1.3. (c) At least three (3) Business Days prior to adjustment the Closing, Seller Parent will prepare and deliver to Purchaser a statement (the “Closing Statement”) setting forth (i) Seller Parent’s good faith estimate of (A) Net Working Capital, (B)(1) the amount (if any) by which Net Working Capital is greater than Target Net Working Capital (the “Estimated Net Working Capital Surplus”) or (B)(2) the amount (if any) by which Net Working Capital is less than Target Net Working Capital (“Estimated Net Working Capital Deficiency”), (C) Indebtedness of the Acquired Companies as of the Closing (the “Estimated Indebtedness”) and (D) any Cash held by the Acquired Companies as of the Closing (the “Estimated Cash”), (ii) the Seller Transaction Expenses and (iii) based upon such estimates and amounts, Seller Parent’s good faith calculation of the Estimated Closing Payment, which Estimated Closing Payment shall be paid at the Closing pursuant to Section 2.31.2(d). (d) At the Closing, shall be delivered by Buyer to Seller Purchaser will: (or its designeei) at the Closing pay in cash by wire transfer of immediately available funds funds, the Estimated Closing Payment to Seller Parent (or such Seller Parent Subsidiaries designated by Seller Parent), to an account or accounts to be specified in a written notice delivered by Seller Parent to Purchaser at least three (3) Business Days prior to the account specified by Closing (the “Seller (or its designeeAccounts”); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee).; (cii) The Unit Consideration shall be paid pay in cash by the Partnershipwire transfer of immediately available funds, on behalf of Buyerthe Acquired Companies, at an amount (if any) equal to the Estimated Indebtedness representing Indebtedness for borrowed money set forth in the Closing by delivery of a letter Statement, in accordance with, and to the Partnership’s accounts of the holders of such Indebtedness specified in, the Closing Statement; and (iii) pay in cash by wire transfer agent of immediately available funds, on behalf of the Acquired Companies, an amount (if any) equal to the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued Seller Transaction Expenses set forth in the name of Seller or its designee (Closing Statement, in accordance with, and to the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion accounts of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreementthird parties specified in, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the WaiverClosing Statement. (e) The portion Seller Parent will prepare and deliver to Purchaser on or prior to September 1, 2017 a statement setting forth Seller Parent’s calculation of Target Net Working Capital. Prior to the Closing Date, Seller Parent shall provide Purchaser with reasonable access to the books and records of the Cash Consideration Acquired Companies to verify the amounts in such calculation and shall consider in good faith any adjustments to the amounts in such calculation supported by the books and records of the Acquired Companies and delivered in writing by Purchaser to Seller Parent within 10 Business Days prior to the Closing (the “Purchaser Target Adjustments”); provided, however, that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to SellerSeller Parent’s interest in UNEV Pipeline calculation of Target Net Working Capital pursuant to Treasury Regulations this Section 1.707-4(d)(2)(ii1.2(e) shall be determined used for purposes of Seller Parent’s preparation of the Closing Statement and the calculation of the Estimated Closing Payment, whether or not any such Purchaser Target Adjustments suggested by Purchaser are included. (f) If any Purchaser Target Adjustments are not mutually resolved as between the parties prior to Seller Parent’s delivery of the Closing Statement pursuant to Section 1.2(c), then Purchaser may in the Post-Closing Statement include such unresolved Purchaser Target Adjustments in Purchaser’s calculation of Target Net Working Capital, and reported consistently by Purchaser’s calculations of the Partiespost-Closing Adjustment may take into account the difference between Seller Parent’s calculation of the Target Net Working Capital pursuant to Section 1.2(e) and Purchaser’s calculation after adjusting for such unresolved Purchaser Target Adjustments. Seller Parent shall have the right to dispute Purchaser’s calculation of Target Net Working Capital pursuant to this Section 1.2(f) under the dispute resolution process set forth in Sections 1.3(b) through 1.3(e).

Consideration. (a) 2.1 The aggregate consideration Promoter agrees to be paid by or on behalf transfer and convey Schedule B Property hereunder in favor of Buyer the Allottee/s for the LLC Interests “Total Sale Consideration” of Rs 723940/- (Rupees Seven Lakh Twenty Three Thousand Nine Hundred and the Waiver shall be (xFortyonly) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid payable as follows: (ia) $260,000,000 in immediately available funds Prior to the execution of these presents the Allottee/s has / have paid to the Promoter a sum of Rs. 4,00,000/- (Rupees Four Lakhs Only) being part payment of the Total Sale Consideration of the Apartment agreed to be sold by the Promoter to the Allottee/s as Booking Amount /part Booking Amount (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (payment and receipt whereof the “Units”) issued to Seller (or an Affiliate Promoter doth hereby admit and acknowledge at the foot of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”).these presents);and (b) The Cash Consideration, subject the Allottee/s has/have agreed to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds pay to the account specified by Seller (or its designee); provided, however Promoter the balance of the Total Sale Consideration in the manner hereinafter appearing in annexed hereto and applicable taxes and other charges as mentioned in Annexure “3”The Allottee/s agrees and accepts that 10% of the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Total Sale Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter treated as Booking Amount as per RERA Act; TIME SHALL BE AN ESSENCE with regard to the Partnership’s transfer agent (above mentioned obligation of the “Instruction LetterAllottee/s to make payment as per the Payment Plan more particularly provided in Annexure“3”) irrevocably instructing such transfer agent to deliver certificates representing the Unit . 2.2 The payments under this Agreement towards Total Sale Consideration issued or any payments are exclusive of payment of GST and/or any other taxes as are levied or which may be levied hereafter either by Central Government and/or State Government and/or any Public Authority. The Allottee/s hereby agree/s and consent/s that in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreementevent, the Partnership rate of GST or such other applicable taxes being revised in future before grant of Occupation Certificate (OC) and/or payment of full consideration, the Allottee/s will not allocate any income be liable to Seller with respect to make payment of such additional GST or such other applicable taxes based on revised rates on the incentive distribution rights waived in connection with the Waiversuch payments. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate Subject to the terms and conditions hereof, in reliance upon the representations and warranties of the Sellers set forth herein, and as consideration to be paid by or on behalf of Buyer for the LLC Interests assignment of the Management Rights and the Waiver shall be other covenants and obligations set forth herein, Purchaser agrees to tender to the Sellers as the purchase price hereunder (xI) the issuance of the Profits Interest to Seller FIVE MILLION EIGHT HUNDRED SIXTEEN THOUSAND DOLLARS (or its designee$5,816,000) and (y) $315,000,000 (clause (x) and (y) collectively, the “Initial Purchase Price”), subject and (II) the Deferred Payment (if any) with respect to adjustment pursuant to Section 2.3, to be paid as follows: each Center. The Initial Purchase Price (less the (i) $260,000,000 aggregate amount of “Individual Escrow Amounts” set forth on Exhibit A to the MIPA with respect to each Seller’s sale of the Management Rights and (ii) AH Escrow Amount defined below) shall be payable to the Sellers at the Closing. The Deferred Payment with respect to any Center shall be paid to the Sellers at the end of the Payment Period (as defined in Consulting Agreement) for that Center. All payments due hereunder shall be made in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued by electronic wire transfer to Seller (or an Affiliate of Seller account designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price Sellers. No party will take any steps intended to delay collection of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”)Fees. (b) The Cash ConsiderationFrom the Initial Purchase Price, subject an amount equal to adjustment pursuant to Section 2.3, THREE HUNDRED THIRTY THREE THOUSAND THREE HUNDRED THIRTY THREE AND NO/100 DOLLARS ($333,333.00) (the “AH Escrow Amount”) shall be withheld from delivery to the Sellers and, instead, be delivered by Buyer to Seller (or its designee) the Escrow Agent in cash at the Closing Closing, by wire transfer of immediately available funds funds, pursuant to the account specified by Seller (or its designee); provided, however that Escrow Agreement substantially in the Cash Consideration allocated to the Waiver pursuant to Section 2.2(dform of Exhibit 1.2(b) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction LetterEscrow Agreement”) irrevocably instructing such transfer agent attached to deliver certificates representing this Agreement and incorporated into this Agreement by reference. The Parties acknowledge and agree that the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A AH Escrow Amount represents that portion of the Cash Consideration in Initial Purchase Price that is consideration for the amount Management Rights of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller Sellers with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion Thousand Oaks Center. If there shall have been a Successful Syndication of the Cash Consideration that qualifies for treatment as Thousand Oaks LLC on or before December 31, 2005, then within ten (10) days after the Successful Syndication, the Purchaser shall instruct the Escrow Agent to distribute the AH Escrow Amount to the Sellers. If there shall not have been a reimbursement for capital expenditures incurred Successful Syndication of the Thousand Oaks LLC on or before December 31, 2005, then all of the AH Escrow Amount shall be returned to the Purchaser, and Purchaser shall have no obligation hereunder to acquire Management Rights with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations the Thousand Oaks LLC and the Initial Purchase Price under Section 1.707-4(d)(2)(ii1.2(a) shall be determined by Seller and reported consistently deemed to have automatically been reduced by the Partiesamount of the AH Escrow Amount. As used herein, “Successful Syndication” means the closing of the sale of not less than sixty percent (60%) of the membership interests in the Thousand Oaks LLC to not fewer than fifteen (15) suitable purchasers (for this purpose, individual physician members of a “Physician Entity” (as defined in the Operating Agreement of the Thousand Oaks LLC) who are anticipated to use the Thousand Oaks Center as an extension of their practices will each be counted as an individual purchaser), all of whom must be acceptable to the Purchaser in such Purchaser’s reasonable discretion.

Consideration. (a) The aggregate consideration At the Closing, (i) Purchaser shall issue to be paid by or on behalf of Buyer for the LLC Sellers the Purchaser Membership Interests and the Waiver Purchaser Note and the Trustee shall be (x) transfer to the issuance Sellers the Specified Membership Interest in exchange for the Sellers’ sale, assignment, transfer, conveyance and delivery to Purchaser of the Profits Purchased Assets free and clear of all Liens (other than Permitted Liens) and the assumption by Purchaser of the Assumed Liabilities, (ii) immediately following the Sellers’ receipt of the Purchaser Membership Interests, the Purchaser Note and the Specified Membership Interest, each Seller shall sell, transfer and deliver the Purchaser Membership Interests and the Specified Membership Interest (which together shall represent 100% of the membership interests in Purchaser), free and clear of all Liens other than those set forth in the operating agreement governing Purchaser, and the Purchaser Note, free and clear of all Liens, to Seller the Disbursing Agent, as agent for the First Lien Lenders (or its designeeand, if any of the DIP Obligations are included in the Credit Bid Amount, as agent for the DIP Lenders) and (yiii) $315,000,000 the Trustee, pursuant to the terms of this Agreement and at the direction of the Required Lenders, in exchange for the Purchaser Membership Interests and the Specified Membership Interest (clause (xwhich together shall represent 100% of the membership interests in Purchaser) and the Purchaser Note transferred to the Disbursing Agent, as agent for the First Lien Lenders (yand, if any of the DIP Obligations are included in the Credit Bid Amount, as agent for the DIP Lenders), by the Sellers, shall surrender and release a portion of the Indenture Obligations and credit the Sellers with the satisfaction of the same, in the amount of Three Hundred Thirty-Eight Million Dollars ($338,000,000) collectively(such amount as may be increased pursuant to Section 3.1(b), the “Credit Bid Amount”). The Credit Bid Amount together with the assumption by Purchaser of the Assumed Liabilities shall constitute the “Purchase Price”).” For the avoidance of doubt, subject there will be no adjustments to adjustment the aggregate Credit Bid Amount or the Purchase Price for any assets excluded from the Purchased Assets prior to the Closing Date pursuant to Section 2.3, 8.17 or Section 8.18 due to be paid as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (any Title Defects or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”)Environmental Defects. (b) The Cash ConsiderationAt any time and from time to time, subject to adjustment pursuant to Section 2.3until the Auction Date, shall be delivered Purchaser may at its sole discretion increase the Purchase Price, including by Buyer to Seller (or its designeei) at increasing the Closing Credit Bid Amount by wire transfer of immediately available funds up to the account specified by Seller full amount of the Indenture Obligations, (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(dii) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued including in the name of Seller Credit Bid Amount all or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in DIP Obligations, and/or (iii) paying additional cash consideration. In the amount of $15,400,000 shall be allocated to the Waiver and treated as event that all or a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment DIP Obligations is included by Purchaser in the Credit Bid Amount, the parties hereto agree to amend this Agreement to include the DIP Agent as a reimbursement for capital expenditures incurred with respect party hereto in order to Seller’s interest in UNEV Pipeline pursuant facilitate the credit bid of the DIP Obligations and make such changes and modifications to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by this Agreement as are necessary to effectuate the Partiesforegoing.

Consideration. (a) The aggregate consideration purchase price (the "Purchase Price") payable by Purchaser for the Businesses and the Purchased Assets shall be an amount equal to FORTY FIVE MILLION DOLLARS ($45,000,000). (b) At Closing, Purchaser shall pay to Seller for the Businesses and the Purchased Assets an amount equal to (i) the Purchase Price, as adjusted pursuant to 2.3(b), minus (ii) TWO MILLION DOLLARS ($2,000,000). Such amount shall be paid by or on behalf Purchaser to Seller by wire transfer of Buyer for immediately available federal funds at Closing to an account designated in writing by Seller to Purchaser prior to the LLC Interests and the Waiver Closing Date. (c) A t Closing, TWO MILLION DOLLARS ($2,000,000) shall be payable by Purchaser to the Escrow Agent (xas defined in the Post-Signing Escrow Agreement) in accordance with the issuance terms of the Profits Interest Post-Signing Escrow Agreement, and shall be held and paid out in accordance with the terms of the Post-Signing Escrow Agreement. (d) Subject to, and notwithstanding, Purchaser's right to Seller be indemnified to the extent provided in Article 12 hereof, at Closing, Purchaser shall, effective as of the Effective Date, assume, and be forever thereafter liable and responsible for, the following (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid as follows:"Assumed Liabilities"): (i) $260,000,000 in immediately available funds those obligations and liabilities relating to the operation of the Businesses to the extent set forth on the Seller Closing Balance Sheet (as defined below) (the “Cash Consideration”"Balance Sheet Liabilities"); (ii) obligations to perform under Contracts entered into in connection with the operation of a Business prior to the Closing Date (the "Contract Liabilities"); (iii) excluding any obligations described in clause (i) or (ii) above, any obligations or liabilities arising or occurring as a result of the Purchaser's operation of a Business or ownership or use of the Purchased Assets (the "Post Effective Date Liabilities") after the Effective Date including, without limitation, any liability or obligation arising under any Environmental Law; (iv) excluding any obligations described in clauses (i), (ii) or (iii), any liabilities or obligations arising under the Racine Hourly Pension Plan or which are the responsibility of Purchaser in accordance with Section 13.3 hereof (the "Employer Liabilities"); and (v) excluding any obligations described in clauses (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon (iii) or (iv) above, those obligations and liabilities relating to the volume-weighted average price operation of the Partnership’s Common Units, as quoted Businesses or ownership or use of the Purchased Assets prior to the Effective Date to the extent not set forth on the New York Stock ExchangeFinal Closing Balance Sheet including, for the 10 trading days immediately preceding the announcement date without limitation, any liability or obligation arising under any Environmental Law, severance arrangement, severance obligations arising as a result of the transactions contemplated by this Agreement Agreement, or with respect to any Taxes of Seller or any Affiliate, other than Taxes based on the net income of Seller and/or its Affiliates, Taxes shared in connection with the transfer of the Purchased Assets hereunder or any Taxes paid in connection with Seller's gain upon the sale of the Purchased Assets (the “HEP Common Unit 10-Day VWAP”"Contingent Liabilities").. Notwithstanding any provision hereof, Assumed Liabilities shall not include the liabilities or obligations relating to (hereinafter referred to as the "Retained Liabilities"): (a) the Senior Credit Agreement or any other agreement for borrowed money to which Seller is a party or by which it is bound other than the Transferred Intercompany Accounts; (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds to the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee).any Retained Assets; (c) The Unit Consideration shall be paid by the Partnershipany Plan, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued other than as specifically provided in the name of Seller or its designee (the “Certificates”Section 2.2(d), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller.; (d) A portion any Taxes computed on the basis of the Cash Consideration in the amount income of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate Seller or any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver.of its subsidiaries; (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred Seller's obligations with respect to Seller’s interest any Non- Transferred Intercompany Account, this Agreement or any Ancillary Agreement; (f) the Gerrard Letter; or (g) the following litigation matters: Devalle v. Interlake Conveyors, Inc. and Interlake Packaging Corp., Sup. Ct., Orange County, New York (Goshen), No. 3651/93; Goldsworthy v. Wheels, Inc. and InterPower Packaging Xxxx., Xxxxx of Common Pleas, Xxxxxxxxxx County, Pennsylvania (Norristown), No. 93-05831; Xxxxxx, et al. v. Acme Strapping Inc., Redirack. The Interlake Companies, Inc. and Xxxx Xxxxxx, Ontario Court (General Division)(Toronto), No. 00-00-00000; and Xxxxxxxxx Xxxxxx v. N.J. Malin & Associates, Inc., Texas Conveyor Controls, Inc., Numatics Incorporated, The Interlake Companies, Inc., Interlake Conveyors, Inc., The Interlake Corporation, Interlake, Inc., and Interlake Packaging Corporation, Circuit Court of Xxxx County, Illinois (Chicago), Xx. 00 X 0000. Xxxxxxxxx shall not assume, or in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall any way be determined by Seller and reported consistently by the Partiesliable for, any liabilities, obligations or responsibilities which are Retained Liabilities.

Consideration. (a) The aggregate consideration to be paid by or on behalf Upon the Commencement Date, Lessee shall pay Lessor the sum of Buyer for the LLC Interests Two Hundred and the Waiver No/100 Dollars ($200.00) per month as rental ("Rent"). Rent shall be (x) payable in advance to Lessor at Lessor's address as specified in Paragraph 20 below, on the issuance first day of each month during the Initial Term or any Renewal Term beginning on the first day of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, month following the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”).Commencement Date; (b) The Cash ConsiderationIf this Lease is terminated for any reason other than Lessee's default, subject to adjustment pursuant to Section 2.3, then all Rent paid in advance shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds prorated to the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below date of termination and shall be delivered refunded to HEP Logistics Holdings, L.P. (or its designee).Lessee; (c) The Unit Consideration Rent payable by Lessee during each successive year of the Initial Term and any Renewal Term commencing on the first (1st) day of the thirteenth (13th) month of the Initial Term, shall be paid adjusted at that time and every twelve (12) months thereafter (the "Adjustment Month") for the remainder of the Initial Term and any Renewal Term as follows: the monthly installment of Rent for the immediately preceding twelve (12) month period shall be increased by multiplying said amount times a fraction, the denominator of which is the Consumer Price Index number, published by the PartnershipU.S. Department of Labor, on behalf Bureau of BuyerLabor Statistics in the Consumer Price Index for All Urban Consumers - U.S. City Average, at the Closing by delivery of a letter to the Partnership’s transfer agent All Items (1982-84=100) (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”"CPI"), for the calendar month preceding the Commencement Date and the numerator of which Instruction Letter is the CPI number for the month preceding the Adjustment Month of each successive 12-month period for which the computation is made. If the CPI is discontinued, then Lessor and Lessee shall mutually designate a comparable index to be used in a form and substance reasonably acceptable to both Buyer and Seller.lieu thereof for the purposes hereof; and (d) A portion Lessee shall pay to Lessor on the Commencement Date a prorated amount of the Cash Consideration in Rent for the amount of $15,400,000 shall be allocated period from the Commencement Date to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion end of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest calendar month in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by which the PartiesCommencement Date occurs.

Consideration. (a) The aggregate In consideration of the sale, assignment and transfer of the Transferred Assets and the rights and agreements under Sections 2.6 and 2.9, subject to the terms and conditions of this Agreement, on the Closing Date, TRM or the Purchasing Insurers will pay or cause to be paid by to CPRE or on behalf of Buyer for the LLC Interests and the Waiver shall be any Affiliate thereof, as CPRE may direct, an aggregate amount equal to $16,000,000 (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3and CPRE or any Affiliate thereof, to as applicable, will accept and acknowledge receipt of the Purchase Price. The Purchase Price shall be paid as follows: (i) $260,000,000 by wire transfer in immediately available funds to an account(s) designated by CPRE prior to the Closing Date. (b) As further consideration, the Parties shall respectively deliver those closing deliveries set forth in Section 2.5 of this Agreement. (c) Subject to receipt of all Required Approvals, CPRE shall cause the Selling Insurers to pay, to TRM an amount equal to 2.5% of the unearned premium reserve attributable to all Insurance Contracts that were in-force as of the Closing Date (the “Cash ConsiderationUPR Fee”); and. The UPR Fee shall be paid in four equal quarterly payments commencing at the end of the first calendar quarter following the Closing Date. (iid) $55,000,000 Not later than 120 days following the Closing Date, TRM shall provide to CPRE a proposed allocation of the Purchase Price and the Assumed Liabilities (collectively, the “Allocable Amount”) among the Transferred Assets. The proposed allocation shall be prepared in 1,029,900 Common Units a manner consistent with section 1060 of the Code. For purposes of such allocation, the Assumed Liabilities included in the Allocable Amount shall be the assumed liabilities as determined for U.S. federal income tax purposes. CPRE will have ten (10) Business Days from the receipt of the proposed allocation to notify TRM if CPRE disputes the proposed allocation. If TRM has not received notice of any such dispute within such ten (10) Business Day period, the proposed allocation will become final and binding on the Parties (the “UnitsAllocation Schedule”). If, however, CPRE has delivered notice of such a dispute to TRM within such ten (10) issued Business Day period, TRM and CPRE shall discuss their differences with respect to Seller the proposed allocation and attempt in good faith to resolve such differences. If the Parties are unable to resolve such differences within ten (or an Affiliate 10) Business Days of Seller designated by Seller) the delivery of the notice of dispute, then Ernst & Young (the “Unit ConsiderationTax Dispute Accountant”) shall be engaged to resolve such dispute; provided, that such dispute shall be resolved in favor of TRM unless the Tax Dispute Accountant determines that there is no reasonable basis for TRM’s position. The allocation determined by the Tax Dispute Accountant shall become the Allocation Schedule and will be final and binding on the Parties. The fees and expenses of the Tax Dispute Accountant shall be borne equally by TRM and CPRE. CPRE, TRM and the Purchasing Insurers shall prepare and file all returns and reports with respect to Taxes, including Internal Revenue Service Form 8594 (and any replacement or successor form), which valuation is based upon in a manner consistent with the volume-weighted average price of Allocation Schedule; provided that TRM’s and the Partnership’s Common Units, as quoted on Purchasing Insurers’ cost may differ from the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of Allocable Amount to reflect capitalizable costs incurred in connection with the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds to the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Agreement. Notwithstanding anything to the contrary in the Partnership Agreementcontrary, the Partnership will not allocate any income final allocation pursuant to Seller with respect this Section 2.7(d) shall to the incentive distribution rights waived in connection extent permitted by applicable law be determined consistently with the Waiver. (efinal allocation determined under Section 11.6(b) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the PartiesStock Purchase Agreement.

Consideration. As consideration for the properties, rights and agreements conveyed by Seller of the Company set forth in Section 1.01 above, the Company agrees to pay the following consideration, deliver the following documents and take the following actions (collectively "the Purchase Price"): (a) issue to Seller newly-issued certificates of the Company's common stock, no par value per share (the "Common Stock"), and Warrants (the "Warrants") to purchase the Common Stock substantially in the form of the Warrant Agreement attached hereto as Exhibit E (the "Warrant Agreement"). The aggregate consideration Warrants shall entitle the Seller to purchase one share of the Common Stock at an exercise price of $2.25 per share during the period ending three (3) years from the Closing Date. The total number of shares of Common Stock and Warrants to be paid by or issued shall be determined on behalf the basis of Buyer one share of Common Stock and one Warrant for each five (5) shares of common stock, no par value per share (the LLC Interests "Seller's Common Shares") outstanding on July 18, 1997; (b) agree to register within one year of the Closing Date the Common Stock, Warrants and the Waiver shall be (x) Common Stock underlying the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3Warrants, to be paid as follows:delivered to Seller pursuant to subsection 1.02 (ia) $260,000,000 in immediately available funds accordance with the terms and provisions of the registration rights agreement substantially in the form attached hereto as Exhibit F (the “Cash Consideration”"Registration Rights Agreement"); (c) deliver 1,100,000 shares of the no par value common stock of Seller to Seller; (d) if not previously delivered, execute and deliver a corporate promissory note, dated as of the Closing Date, substantially in the form attached hereto as Exhibit G (the "$2,200,000 Note"). The $2,200,000 Note shall be for the principal amount of $2,200,000 and bear interest at the rate of ten percent (10%) per annum and be guaranteed by a stock pledge and security agreement substantially in the form attached hereto as Exhibit H (the "Stock Pledge Agreement"); (e) enter into a royalty agreement substantially in the form attached hereto as Exhibit I (the "Royalty Agreement"), which Royalty Agreement shall provide the Seller with a 10% royalty on future revenues earned on the sale of cellular phone antennas with a cap of $5,000,000 on total royalties; (f) execute and deliver a secured promissory note, dated as of the Closing Date, substantially in the form attached hereto as Exhibit J (the "Secured Promissory Note"). The Secured Promissory Note shall be for the principal amount of $375,000 and bear interest at the rate of 10% per annum, be payable on November 30, 1997, and be secured by a security agreement substantially in the form attached hereto as Exhibit K (the "Security Agreement"), and a financing statement on Form UCC-1 (the "Financing Statement"), dated as of the Closing Date; (g) execute an assignment and assumption of lease agreement substantially in the form attached hereto as Exhibit L (the "Assignment and Assumption of Lease Agreement"), wherein the Company will sublease from the Seller the premises located in Scottsdale, Arizona, presently occupied by the Seller for the balance of the rental term and upon the same terms and conditions as currently paid by the Seller or otherwise enter into a new lease with the landlord of the premises, with Seller being unconditionally released from all obligations under the old lease; and (iih) $55,000,000 enter into an assumption agreement substantially in 1,029,900 Common Units the form attached hereto as Exhibit M (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”"Assumption Agreement"), which valuation is based upon wherein the volume-weighted average price of Company will assume full liability and responsibility for all operating expenses associated with such entities, including all related personnel and compensation expenses, including the Partnership’s Common Units, as quoted on Seller's obligations to pay the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds to the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount sums of $15,400,000 shall be allocated 35,500.00 and $10,000.00 to the Waiver Messrs. Lou Ross and treated as a cash distribution by the Partnership to HEP Logistics HoldingsTerry W. Neild, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiverxxxxxxxxvely. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate Upon the terms and subject to the conditions set forth in this Agreement, at the applicable Closing (in accordance with Section 1.7), Buyer will, in consideration for the purchase of the Purchased Assets, (i) assume the Assumed Liabilities as provided in Section 1.3 and (ii) pay, or cause to be paid by or on behalf paid, to the PHH Parties, an aggregate amount of Buyer for the LLC Interests and the Waiver shall be $70,024,000 (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3which shall be purchased, to be paid assumed and payable as follows: (i) $260,000,000 at the First Closing, Buyer will, in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, consideration for the 10 trading days immediately preceding the announcement date portion of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject Purchased Assets to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) acquired at the First Closing as set forth on Schedule I, pay or cause to be paid to Sellers by wire transfer of immediately available funds an amount equal to 20% of the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent Purchase Price (the “Instruction LetterFirst Closing Purchase Price”); (ii) irrevocably instructing such at the Second Closing, Buyer will, in consideration for the portion of Purchased Assets to be acquired at the Second Closing as set forth on Schedule I, pay or cause to be paid to Sellers by wire transfer agent of immediately available funds an amount equal to deliver certificates representing 20% of the Unit Consideration issued in the name of Seller or its designee Purchase Price (the “CertificatesSecond Closing Purchase Price”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller.; (diii) A at the Third Closing, Buyer will, in consideration for the portion of Purchased Assets to be acquired at the Cash Consideration in Third Closing as set forth on Schedule I, pay or cause to be paid to Sellers by wire transfer of immediately available funds an amount equal to 20% of the amount of $15,400,000 shall be allocated to Purchase Price (the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver.“Third Closing Purchase Price”); (eiv) The at the Fourth Closing, Buyer will, in consideration for the portion of Purchased Assets to be acquired at the Cash Consideration that qualifies Fourth Closing as set forth on Schedule I, pay or cause to be paid to Sellers by wire transfer of immediately available funds, an amount equal to 20% of the Purchase Price (the “Fourth Closing Purchase Price”); and (v) at the Fifth Closing, Buyer will, in consideration for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline the remaining portion of Purchased Assets not sold pursuant to Treasury Regulations Section 1.707-4(d)(2)(iiclauses (i)-(iv) shall above, pay or cause to be determined paid to Sellers by Seller and reported consistently by wire transfer of immediately available funds, an amount equal to 20% of the PartiesPurchase Price (the “Fifth Closing Purchase Price”).

Consideration. At the Closing, upon the terms and subject to the conditions set forth herein, the Buyer shall purchase from the Sellers the Transferred Assets in exchange for the Aggregate Consideration as set forth in this Agreement and the assumption of the Assumed Liabilities. 1.6. Closing; Delivery and Payment. (a) The aggregate consideration to be paid by or on behalf Closing shall take place simultaneously with the execution and delivery of Buyer for this Agreement remotely, via electronic exchange of documents. (b) At the LLC Interests and the Waiver shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid as followsClosing: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, Buyer shall be delivered by Buyer to Seller (or its designee) at deliver the Closing Date Consideration by wire transfer of immediately available funds to an account designated in writing by the account specified by Seller Sellers; (or its designee); provided, however that ii) the Cash Consideration allocated Sellers shall execute and deliver to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. Buyer a Bill of Sale in the form attached hereto as Exhibit A (or its designeethe “Bill of Sale”).; (ciii) The Unit Consideration the Buyer shall be paid execute and deliver to the Sellers an Assumption of Assumed Liabilities Agreement in the form attached hereto as Exhibit B (the “Assumption Agreement”) (iv) the Buyer shall execute and deliver to the Sellers an Assignment and Assumption Agreement in the form attached hereto as Exhibit D (the “Assignment and Assumption Agreement,” and, together with the Bill of Sale, the Assumption Agreement, and the Additional Transfer Documents (defined below), the “Ancillary Agreements”); (v) the Sellers shall make available to the Buyer, to enable the Buyer to take possession and control of, each to the extent existing in physical form and in the possession of the Sellers, the Transferred Books and Records and the Transferred Know-How; (vi) the Sellers shall make available to the Buyer, to enable the Buyer to take possession and control of, all of the other Transferred Assets of a tangible nature; (vii) the Sellers shall deliver to the Buyer a certificate, executed by the Partnership, each Seller’s corporate secretary on behalf of such Seller, certifying as to the resolutions of the members or directors of such Seller, as applicable, authorizing and approving the sale of the Transferred Assets to the Buyer pursuant to this Agreement and the other Contemplated Transactions; (viii) the Buyer shall deliver to the Sellers a certificate, executed by the Buyer’s corporate secretary on behalf of the Buyer, at the Closing by delivery of a letter certifying as to the Partnership’s transfer agent resolutions of the board of directors of the Buyer authorizing and approving the purchase of the Transferred Assets by the Buyer pursuant to this Agreement and the other Contemplated Transactions; (ix) Flame shall deliver to the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued Buyer evidence, in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable satisfactory to both Buyer the Buyer, that Flame has obtained all of the consents and Seller.provided all notices set forth on Schedule 1.6(b)(ix); and (dx) A portion the Sellers shall deliver to the Buyer a certification that Flame is not a foreign person in accordance with the Treasury Regulations under Section 1445 of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the WaiverCode. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate In consideration of the sale, assignment and transfer of the Transferred Assets and the rights and agreements under Sections 2.6 and 2.9, subject to the terms and conditions of this Agreement, on the Closing Date, TRM or the Purchasing Insurers will pay or cause to be paid by to CPRE or on behalf any Affiliate thereof, as CPRE may direct, an aggregate amount equal to $16,000,000 (the "Purchase Price"), and CPRE or any Affiliate thereof, as applicable, will accept and acknowledge receipt of Buyer for the LLC Interests and the Waiver Purchase Price. The Purchase Price shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid as follows: (i) $260,000,000 by wire transfer in immediately available funds to an account(s) designated by CPRE prior to the Closing Date. (b) As further consideration, the Parties shall respectively deliver those closing deliveries set forth in Section 2.5 of this Agreement. (c) Subject to receipt of all Required Approvals, CPRE shall cause the Selling Insurers to pay, to TRM an amount equal to 2.5% of the unearned premium reserve attributable to all Insurance Contracts that were in-force as of the Closing Date (the “Cash Consideration”"UPR Fee"); and. The UPR Fee shall be paid in four equal quarterly payments commencing at the end of the first calendar quarter following the Closing Date. (iid) $55,000,000 Not later than 120 days following the Closing Date, TRM shall provide to CPRE a proposed allocation of the Purchase Price and the Assumed Liabilities (collectively, the "Allocable Amount") among the Transferred Assets. The proposed allocation shall be prepared in 1,029,900 Common Units a manner consistent with section 1060 of the Code. For purposes of such allocation, the Assumed Liabilities included in the Allocable Amount shall be the assumed liabilities as determined for U.S. federal income tax purposes. CPRE will have ten (10) Business Days from the receipt of the proposed allocation to notify TRM if CPRE disputes the proposed allocation. If TRM has not received notice of any such dispute within such ten (10) Business Day period, the proposed allocation will become final and binding on the Parties (the “Units”"Allocation Schedule"). If, however, CPRE has delivered notice of such a dispute to TRM within such ten (10) issued Business Day period, TRM and CPRE shall discuss their differences with respect to Seller the proposed allocation and attempt in good faith to resolve such differences. If the Parties are unable to resolve such differences within ten (or an Affiliate 10) Business Days of Seller designated by Seller) the delivery of the notice of dispute, then Ernst & Young (the “Unit Consideration”"Tax Dispute Accountant") shall be engaged to resolve such dispute; provided, that such dispute shall be resolved in favor of TRM unless the Tax Dispute Accountant determines that there is no reasonable basis for TRM's position. The allocation determined by the Tax Dispute Accountant shall become the Allocation Schedule and will be final and binding on the Parties. The fees and expenses of the Tax Dispute Accountant shall be borne equally by TRM and CPRE. CPRE, TRM and the Purchasing Insurers shall prepare and file all returns and reports with respect to Taxes, including Internal Revenue Service Form 8594 (and any replacement or successor form), which valuation is based upon in a manner consistent with the volume-weighted average price of Allocation Schedule; provided that TRM's and the Partnership’s Common Units, as quoted on Purchasing Insurers' cost may differ from the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of Allocable Amount to reflect capitalizable costs incurred in connection with the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds to the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Agreement. Notwithstanding anything to the contrary in the Partnership Agreementcontrary, the Partnership will not allocate any income final allocation pursuant to Seller with respect this Section 2.7(d) shall to the incentive distribution rights waived in connection extent permitted by applicable law be determined consistently with the Waiver. (efinal allocation determined under Section 11.6(b) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the PartiesStock Purchase Agreement.

Consideration. (a) The On the Closing Date and subject to the terms and conditions set forth in this Agreement, the Buyer will pay to Xxxxxx and Xxxxxx UK, in consideration of the sale, assignment and transfer of the Shares, the aggregate consideration sum of $1,157,500,000 in cash (in U.S. dollars) plus all Estimated Cash and Cash Equivalents minus all Estimated Debt Obligations (as adjusted pursuant to SECTION 2.3, the "PRELIMINARY PURCHASE PRICE"). Such amount shall be paid by or on behalf of Buyer for to the LLC Interests and the Waiver shall be (x) the issuance of the Profits Interest to applicable Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date Closing Date by means of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (one or its designee) at the Closing by more wire transfer transfers of immediately available funds to an account or accounts designated in writing by Xxxxxx at least one Business Day prior the account specified by Seller Closing Date. (i) On or its designee); provided, however that the Cash Consideration allocated prior to the Waiver Closing Date, Buyer and Sellers shall jointly prepare and agree in good faith to a statement allocating the Preliminary Purchase Price among the Shares sold by each Seller and the non-competition and non-solicitation covenants contained herein (the "PURCHASE PRICE ALLOCATION") in accordance with applicable Law. If the parties cannot agree in good faith within the time period set forth above, then Xxxxxx and Buyer jointly shall engage the Arbitration Firm to resolve such dispute and whose fees shall be borne equally by Xxxxxx and Buyer. The determination by the Arbitration Firm shall be binding on the parties. None of the Sellers, the Buyer or their respective Affiliates shall take any position inconsistent with the Purchase Price Allocation on any Tax Return or in any audit or other proceeding relating to Taxes unless otherwise required by applicable Law. (ii) If an adjustment is made to the (A) Preliminary Purchase Price pursuant to Section 2.2(dSECTION 2.3 hereof or otherwise or (B) below Final Purchase Price, the parties shall jointly agree to allocate such adjustment among the Shares sold by each Seller and the non-competition and non-solicitation covenants contained herein (the "ADJUSTED PURCHASE PRICE ALLOCATION"). If after good faith negotiations, the parties cannot agree upon the allocation of such adjustment among the Shares sold by each Seller and such non-competition and non-solicitation covenants within thirty (30) days after such adjustment was made, then Xxxxxx and Buyer jointly shall engage the Arbitration Firm to resolve such dispute and whose fees shall be delivered borne equally by Xxxxxx and Buyer. The determination by the Arbitration Firm shall be binding on the parties. None of the Sellers, the Buyer or their respective Affiliates shall take any position inconsistent with the Adjusted Purchase Price Allocation on any Tax Return or in any audit or other proceeding relating to HEP Logistics Holdings, L.P. (or its designee)Taxes unless otherwise required by Law. (c) The Unit Consideration Notwithstanding anything in this Agreement to the contrary, if any of the Sellers fails to provide the Buyer with the certification provided in SECTION 2.5(a)(v) in whole or in part, the Buyer shall be paid by entitled to withhold the Partnershiprequisite amount from the Preliminary Purchase Price in accordance with Section 1445 of the Internal Revenue Code of 1986, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent as amended (the “Instruction Letter”"CODE") irrevocably instructing such transfer agent to deliver certificates representing and the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Partiespromulgated thereunder or other applicable Law.

Consideration. 6.1 The consideration for the sale and purchase of the business as a going concern shall be: (a) The aggregate consideration to be paid by or on behalf of Buyer for the LLC Interests Purchase Price; (b) less the Restructuring Costs; (c) less the Estimated Employee Liability Amount; (d) less the Estimated Music Licence Liability Amount; (e) less, if determined in accordance with clause 9, the difference between the Actual Music Licence Liability Amount and the Waiver Estimated Music Licence Liability Amount if the Actual Music Licence Liability Amount is greater than the Estimated Music Licence Liability Amount; and (f) plus the assumption by the Buyer of the Assumed Liabilities, (the ‘Consideration’). 6.2 The Consideration shall be (x) apportioned between the issuance Assets in such manner as is agreed between the Parties no later than 20 Business Days before Completion or, failing agreement, at the election of either party, as determined by an Accounting Expert agreed by the parties. In the event the parties fail to agree on an Accounting Expert, the provisions of clause 9.7 shall apply as to the appointment of the Profits Interest Accounting Expert. The parties agree to Seller adopt the agreed apportionment for all fiscal purposes. 6.3 The amount payable at Completion (or its designeethe ‘Completion Payment’) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to shall be paid calculated as follows: (ia) $260,000,000 in immediately available funds the Purchase Price; (b) less the “Cash Consideration”)Restructuring Costs; (c) less the Estimated Employee Liability Amount; and (iid) $55,000,000 less the Estimated Music Licence Liability Amount. 6.4 As soon as practicable following the date commencing 10 Business Days prior to the Completion Date but in 1,029,900 Common Units any event not later than 2 Business Days prior to Completion, the Seller shall furnish to the Buyer a statement that shows the Estimated Employee Liability Amount at the Effective Time. 6.5 The parties shall cooperate with each other in facilitating the computation and review of the Estimated Employee Liability Amount and the Seller shall furnish such access to Buyer and its representatives to the Seller’s books and records relating to the Business as well as employees as the Buyer may reasonably request to assist in such task. 6.6 As soon as practicable following the date commencing 10 Business Days prior to the Completion Date but in any event not later than 2 Business Days prior to the Completion Date, the Seller shall furnish to the Buyer a statement that shows the Estimated Music Licence Liability Amount at the Effective Time (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”‘Completion Statement’). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds to the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate consideration to be paid by or on behalf of Buyer Purchaser, in full payment for the LLC Interests and Shares shall pay the Waiver shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid Price as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) II.2.1.1 The Cash Consideration, subject to adjustment pursuant to Section 2.3, Purchase Price Amount less the Escrow Amount shall be delivered by Buyer to Seller (paid in cash, or its designee) at the Closing by wire transfer of immediately available funds at Closing, to the account specified Selling Shareholders (and/or the Selling Shareholders' Representative on behalf of the Selling Shareholders, as directed by Seller (or its designeethe Selling Shareholders' Representative as evidenced by Exhibit 2.2.1 attached hereto); provided, however that such amount to be allocated among the Selling Shareholders based on their ownership of the preferred and the common capital stock as set forth on Exhibit 2.2.1 under the heading of "Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee).Payable at Closing;" (c) II.2.1.2 The Unit Consideration Escrow Amount shall be paid in cash or other immediately available funds at Closing to the Escrow Agent to be held in escrow pursuant to the terms of the Escrow Agreement; and II.2.1.3 The Downward Purchase Price Adjustment Amount, if any, shall be paid in cash, or by other immediately available funds, to the Purchaser by the Partnership, on behalf of Buyer, at Selling Shareholders (such amount to be allocated among the Closing by delivery of a letter Selling Shareholders in relationship to the Partnership’s transfer agent (purchase price allocated to each at Closing to the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing total purchase price as set forth on Exhibit 2.2.1 under the Unit Consideration issued in the name heading "Allocation of Seller or its designee (the “Certificates”Adjustment Payment Amount"), which Instruction Letter as required by Section 2.2.2 below, within 10 days of the determination of the Final Closing Balance Sheet. II.2.1.4 The Upward Purchase Price Adjustment Amount, if any, shall be paid in a form and substance reasonably acceptable cash, or by other immediately available funds, by the Purchaser to both Buyer and Seller. the Selling Shareholders (d) A portion such amount to be allocated among the Selling Shareholders in relationship to the purchase price allocated to each at Closing to the total purchase price as set forth on Exhibit 2.2.1 under the heading "Allocation of Adjustment Payment Amount"), as required by Section 2.2.2 below, within 10 days of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion determination of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the PartiesFinal Closing Balance Sheet.

Consideration. (a) The aggregate consideration to be paid by or on behalf of Buyer for the LLC Interests and the Waiver Transferred Assets shall be (xi) an aggregate Dollar amount equal to the sum of (A) $[***], as it may be adjusted pursuant to Section 2.3(d) (the “Base Purchase Price”), plus (B) the issuance amount of the Profits Interest Prepaid Expenses (the “Prepaid Expenses Amount”), plus (C) the Seller Proration Amount, if any, minus (D) the Buyer Proration Amount, if any, minus (E) the premium (including all associated fees and taxes) for the R&W Insurance Policy, in an aggregate amount not to Seller exceed $[***] (or its designee) and (y) $315,000,000 (clause (x) and (y) collectivelysuch calculation, the “Purchase Price”)) and (ii) Buyer’s assumption of the Assumed Liabilities. An amount equal to the Purchase Price for the Applicable Closing less, subject to adjustment pursuant to Section 2.3in connection with the Initial Closing, to be paid as follows: (i) $260,000,000 in immediately available funds the Escrow Amount (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price shall be allocated among each of the Partnership’s Common UnitsClosings as set forth in Exhibit B hereto and paid to Sellers in accordance with this Section 2.3 (each, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the a “HEP Common Unit 10-Day VWAPClosing Cash Payment”). (b) The Cash ConsiderationAt the Initial Closing, subject Buyer shall: (i) pay or cause to adjustment pursuant be paid to Section 2.3Sellers, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds to a bank account designated by Sellers, the account specified by Seller applicable Closing Cash Payment; and (or its designee); provided, however that the Cash Consideration allocated ii) pursuant to the Waiver pursuant terms of an escrow agreement by and among Buyer, Sellers and the Escrow Agent in the form of Exhibit C (the “Escrow Agreement”), deposit into an escrow account (the “Escrow Account”) with the Escrow Agent an amount equal to Section 2.2(d) below the Escrow Amount by wire transfer of immediately available funds, in accordance with the Escrow Agreement, to secure Sellers’ continuing obligations, covenants, agreements and liabilities under this Agreement and the Related Agreements, including Sellers’ obligations under Article VIII. The Escrow Amount shall be delivered to HEP Logistics Holdings, L.P. (or its designee)disbursed by the Escrow Agent in accordance with the terms of the Escrow Agreement and this Agreement. (c) The Unit Consideration At each Applicable Closing, Buyer shall pay or cause to be paid to Sellers, by wire transfer of immediately available funds to such bank account or accounts as shall be paid designated in writing by the PartnershipSellers, on behalf of Buyer, at the Closing by delivery of a letter an amount equal to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing applicable Closing Cash Payment for such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and SellerApplicable Closing Date. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary contained in this Agreement, in the Partnership Agreementevent that Buyer exercises its right to exclude any of the Stores identified in Exhibit D pursuant to Section 2.8(a), Section 2.8(b), or Section 5.3(d), then this Agreement shall be automatically amended to give effect to the following: (i) such Store(s), and all Transferred Assets related to such Store(s), as applicable, shall be excluded from the Transferred Assets, (ii) all Assumed Liabilities related to such Store(s), as applicable, shall be excluded from the Assumed Liabilities, and (iii) the Base Purchase Price, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(iiConsideration, and applicable Closing Cash Payment(s) shall be determined reduced by Seller and reported consistently by an aggregate amount equal to the Partiessum of the Per-Store Purchase Price for each such Store, as applicable.

Consideration. (a) The aggregate consideration to be paid by or on behalf of Buyer for the LLC Interests and Shares (the Waiver "CONSIDERATION") shall be (x) the issuance sum of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid as follows: (i) $260,000,000 120,000,000 plus (ii) an amount equal to the Actual Net Income for the period commencing January 1, 1996 to but not including the Closing Date. The Consideration (calculated for such purpose by assuming that the Actual Net Income is equal to the Estimated Net Income) shall be payable by Purchaser at the Closing by wire transfer in immediately available federal funds (to such bank and account as the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (Seller may specify by written notice received by the “Units”) issued Purchaser at least three Business Days prior to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”)Closing Date. (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, Consideration shall be delivered by Buyer to Seller (or its designee) at adjusted after the Closing by wire transfer Date as follows: (i) if Actual Net Income exceeds Estimated Net Income, the Purchaser shall pay the Seller an amount equal to such excess; and (ii) if Estimated Net Income exceeds Actual Net Income, the Seller shall pay the Purchaser an amount equal to such excess, in either case, together with interest thereon at an annual rate of immediately available funds 8% accruing from the Closing Date to and including the date of payment (the "CONSIDERATION ADJUSTMENT"). Purchaser shall calculate Actual Net Income and, as soon as reasonably practicable, but in any event no later than the date (the "FILING DATE") on which the Company first files with the insurance regulatory authorities in the State of California an Annual Statement or Quarterly Statement that includes financial statements for a period that includes the Closing Date, the Purchaser shall deliver to the account specified by Seller a statement (or its designee); providedthe "CONSIDERATION ADJUSTMENT STATEMENT") setting forth the Actual Net Income and the difference between Actual Net Income and Estimated Net Income, however that if any. After delivery of the Cash Consideration allocated Adjustment Statement, the Purchaser shall, and shall cause the Company to, provide the Seller with reasonable access to the Waiver pursuant Company's Books and Records sufficient to Section 2.2(d) below shall be delivered permit the Seller to HEP Logistics Holdings, L.P. (or its designee)verify the Actual Net Income. (c) In the event the Seller believes that the Purchaser's calculation of the Actual Net Income or the Consideration Adjustment is incorrect, the Seller shall have the right to challenge such determination in good faith by giving notice of its objection in writing to the Purchaser within ten Business Days following delivery of the Consideration Adjustment Statement, setting forth in reasonable detail the basis for such objection (the "SELLER'S NOTICE OF OBJECTION"). In the event the Seller and the Purchaser are unable to agree on the resolution of such disagreement within ten Business Days following delivery of the Seller's Notice of Objection to the Purchaser, the Seller and the Purchaser shall resolve such disagreement in accordance with the following procedures. The Unit Purchaser and the Seller shall each select an independent certified public accountant within ten Business Days after delivery of the Seller's Notice of Objection for the purpose of selecting a third independent certified public accountant with a regional or national accounting practice in the life insurance industry (the "MEDIATOR"). Such accountants shall mutually select the Mediator and give a written notice to the Purchaser and the Seller identifying the Mediator, including a written acceptance of such appointment from the Mediator, within twenty Business Days after delivery of the Seller's Notice of Objection. The Mediator shall not have performed services for either the Purchaser or the Seller within the preceding three years and shall not have testified in any dispute in which either the Purchaser or the Seller was involved as a party; provided that the Purchaser and the Seller may waive such restriction in writing if they mutually agree to such waiver. The Purchaser shall promptly deliver to the Mediator the Consideration Adjustment Statement, and the Seller shall promptly deliver to the Mediator the Seller's Notice of Objection. The Mediator shall review the Consideration Adjustment Statement and the Seller's Notice of Objection, and each party shall submit to the Mediator all information reasonably requested by the Mediator to enable the Mediator to independently resolve the issue which is the subject of the objection by the Seller. The Mediator shall issue a written report of its determination in reasonable detail and shall deliver a copy of such report to the Seller and the Purchaser within twenty Business Days following the Mediator's receipt of the Seller's Notice of Objection. The determination made by the Mediator shall be paid final and binding and may be enforced by any court having jurisdiction. The costs of the Mediator's determination shall be borne by the Partnershipparties as determined by the Mediator to be fair, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or just and equitable. Each party shall bear all costs associated with its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Sellerown appointed independent certified public accountant. (d) A portion The Consideration Adjustment, if any, shall be payable by Purchaser or Seller, as the case may be, within 10 Business Days after the final determination of the Cash Consideration in Adjustment as provided above (the amount of $15,400,000 "CONSIDERATION ADJUSTMENT PAYMENT DATE"). Such payment shall be allocated made by wire transfer in immediately available federal funds to such bank and account as the party entitled to receive such Consideration Adjustment payment may specify by written notice received by the party obligated to make such Consideration Adjustment payment at least three Business Days prior to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the WaiverConsideration Adjustment Payment Date. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate consideration Promoter agree to be paid by or on behalf transfer and convey Schedule B Property hereunder in favour of Buyer the Allottee/s for the LLC Interests and the Waiver shall be (x) the issuance “Total Sale Consideration” of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid Rs 12166875/- payable as follows: a. The Allottee/s has paid a sum of Rs. 12666581/-( Rupees. One Crore Twenty Six Lakh Sixty Six Thousand Five Hundred Eighty One only) as booking amount (ihereinafter “the the Allottee/s xxxxxx agrees to pay the remaining consideration of the Plot being Rs. 12066875/-( Rupees. Four Lakh Ninety Nine Thousand Seven Hundred Six only) $260,000,000 as prescribed in immediately available funds (the “Cash Payment Plan [Schedule D] as may be demanded by the Promoter within the time and in the manner specified therein. Provided that if the Allottee/s delays in payment towards any amount for which is payable; he shall be liable to pay interest at the rate specified in the Rules. Inter alia, in the event of default or delay by the Allottee/s in payment towards any amount is payable as per payment schedule, the Promoter shall be entitled to exercise its option of cancelling the said allotment of the Plot and forfeiting the entire Booking Amount as mentioned hereinabove in Clause 2.1(a) . b. That subject to the Allottee/s having paid all dues including the Total Sale Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (, the “Units”) issued Promoter hereby agrees to Seller (or an Affiliate sell and convey the Schedule B Property, together with all ways, easements and appurtenances whatsoever belonging to the said piece and parcel of Seller designated by Seller) (Schedule B Property and all the “Unit Consideration”)estate, which valuation is based right, title, interest, property, claims and demands whatsoever of the Promoter into and upon the volume-weighted average price said piece and parcel of the Partnership’s Common Units, as quoted Schedule B Property on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds to the account specified by Seller (or its designee); provided, however that Allottee/s. The Allottee/s agree(s) to pay the Cash aforesaid balance Sale Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid Promoter abiding by the Partnership, on behalf development milestones and within the stipulated payment plan as detailed in Schedule D hereto: c. All the payments to be made through A/c Payee cheque/demand draft /Banker cheque or online payments in favour of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.M/s.

Consideration. The consideration for the Purchased Assets shall be (i) an aggregate amount equal to: (a) The aggregate consideration to be paid by or on behalf of Buyer for the LLC Interests and the Waiver shall be Base Purchase Price, plus (xb) the issuance Closing Date Cash Amount, minus (c) the Interim Cash Receipts Amount, plus (d) the Excluded Cash Receipts Amount, minus (e) the Retained Cash Amount, minus (f) the amount of any Cure Amounts payable by Buyer pursuant to Section 2.2, minus (g) the Profits Interest to Seller aggregate amount of any Unapproved Liabilities, if any, plus (or its designeeh) and the aggregate amount of any Specified Payments (y) $315,000,000 (clause (x) and (y) collectivelythe amount so calculated, the “Purchase Price”), subject plus (ii) the assumption by Buyer of the Assumed Liabilities, if any. Subject to adjustment pursuant to Section 2.3the terms and conditions of this Agreement, to be paid as follows: in consideration for the Acquired Equity Interests and other Purchased Assets, at the Closing, Buyer shall (i) $260,000,000 pay the Purchase Price (inclusive of the Deposit, which the Escrow Agent shall release at the Closing to RAIT Parent pursuant to the terms of the Deposit Escrow Agreement and joint written instructions delivered by RAIT Parent and Buyer to the Escrow Agent), less the amount of the Tax Indemnity Amount to be deposited with the Escrow Agent as provided in Section 2.3(b), to RAIT Parent and/or such other Seller as may be applicable (as specified by RAIT Parent), by wire transfer in immediately available funds to one or more accounts designated by RAIT Parent at 120614386.13 least two (2) Business Days before the Closing Date and (ii) assume the Assumed Liabilities, if any.” (f) Section 2.6(a) of the Purchase Agreement shall be amended and restated in its entirety to read as follows: “No later than three (3) Business Days prior to the anticipated Closing Date, RAIT Parent shall deliver to Buyer a statement (the “Cash ConsiderationPre-Closing Statement”); and , along with reasonably detailed information and supporting documentation, setting forth RAIT Parent’s good faith estimates of (i) the Closing Date Cash Amount, (ii) $55,000,000 in 1,029,900 Common Units the Interim Cash Receipts Amount, (iii) the Excluded Cash Receipts Amount, (iv) the Retained Cash Amount, (v) the Cure Amounts payable by Buyer, (vi) the amount of the Specified Payments, if any, (vii) the amount of the Unapproved Liabilities, if any, and (viii) the amount of the Purchase Price (the “UnitsEstimated Purchase Price”). Such Pre-Closing Statement shall be certified by a financial officer of RAIT Parent on behalf of RAIT Parent to be true and complete. Following the delivery of the Pre-Closing Statement until the delivery of the Closing Statement, RAIT Parent shall (A) issued permit Buyer to Seller have reasonable access during normal business hours to the finance personnel and accountants of RAIT Parent and the other RAIT Entities and the books and records of the RAIT Entities that are relevant to the calculation of the Estimated Purchase Price and each component thereof as set forth in the Pre-Closing Statement and (or an Affiliate B) consider in good faith any of Seller designated by SellerBuyer’s comments, and use commercially reasonable efforts to respond to Buyer’s questions, relating to the calculation of the Estimated Purchase Price and each component thereof as set forth in the Pre-Closing Statement, and Buyer’s proposed changes to the Estimated Purchase Price and each component thereof as set forth in the Pre-Closing Statement. RAIT Parent and Buyer shall agree in good faith as to the Estimated Purchase Price and RAIT Parent shall update the Pre-Closing Statement to reflect any agreed changes thereto.” (g) Section 2.6(b) of the Purchase Agreement shall be amended and restated in its entirety to read as follows: “One (1) day prior to the anticipated Closing Date, RAIT Parent shall deliver to Buyer a final statement (the “Unit ConsiderationClosing Statement”), which valuation is based upon along with reasonably detailed information and supporting documentation, setting forth (i) the volume-weighted average price calculated Closing Date Cash Amount, (ii) the calculated Interim Cash Receipts Amount, (iii) the calculated Excluded Cash Receipts Amount, (iv) the Retained Cash Amount, (v) the calculated Cure Amounts payable by Buyer, (vi) the calculated amount of the Partnership’s Common UnitsSpecified Payments, as quoted on if any, (vii) the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date calculated amount of the transactions contemplated by this Agreement Unapproved Liabilities, if any, and (viii) the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, calculated amount of the Purchase Price. Such Closing Statement shall be delivered certified by Buyer to Seller (or its designee) at the Closing by wire transfer a financial officer of immediately available funds to the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, RAIT Parent on behalf of Buyer, at RAIT Parent to be true and complete. Following the delivery of the Closing by delivery of a letter Statement until the Closing, RAIT Parent shall (A) permit Buyer to have reasonable access during normal business hours to the Partnership’s transfer agent (finance personnel and accountants of RAIT Parent and the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing other RAIT Entities and the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form books and substance reasonably acceptable to both Buyer and Seller. (d) A portion records of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.RAIT

Consideration. 5.1 The Consideration for the sale of the Business and the Assets is $16,000,000 (asixteen million dollars) The aggregate consideration apportioned between the Assets and the UK Seller and the US Seller as set out in Schedule 1 which shall be satisfied by the payment by the Buyer of $11,500,000 million to the UK Seller and $4,500,000 million to the US Seller in cash on Completion, such payment to be made in accordance with Clause 5.4. Of the $11,500,000 million payable by the Buyer to the UK Seller on Completion, $125,000 shall be paid to the Escrow Account. Of the $4,500,000 million payable by or the Buyer to the US Seller on behalf Completion, $125,000 shall be paid to the Escrow Account. Notwithstanding the foregoing, the Escrow Amount shall be held in the Escrow Account for a period of Buyer for the LLC Interests twelve (12) months. 5.2 The Escrow Amount shall be dealt with in accordance with Clause 7.3 and the Waiver provisions of Schedule 14 shall be (x) apply to the issuance Escrow Account. 5.3 Each of the Profits Interest Buyer's and Sellers' Tax returns and Tax positions may not be inconsistent with the Consideration allocation as set out in Schedule 1, and neither the Buyer nor the Sellers may agree to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, a proposed adjustment to the “Purchase Price”), subject to adjustment pursuant to Section 2.3, Consideration allocation with any taxation authority without first giving the other party prior written notice. 5.4 All payments to be paid as follows: (i) $260,000,000 in immediately available funds (made to the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by Sellers under this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Considerationshall, subject to adjustment pursuant to Section 2.3unless otherwise stated, shall be delivered made in US dollars by Buyer to Seller (or its designee) at the Closing by wire electronic transfer of immediately available funds to the account specified Sellers' Solicitors (who are irrevocably authorised by Seller (or its designee); provided, however that the Cash Consideration allocated Sellers to receive the same and whose receipt shall be an absolute discharge to the Waiver Buyer of its obligation to pay the sum in question to the Sellers). The Buyer shall not be concerned with the distribution of any monies so paid or be answerable for the loss or misapplication of such monies. 5.5 Any monies payable to the Sellers pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration the terms of this Agreement shall be paid by the Partnershipfree and clear from any set off, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued deduction or counterclaim. 5.6 Except in the name event of Seller or its designee (an action constituting Force Majeure, if the “Certificates”), which Instruction Letter shall be Buyer fails to pay any sum due and payable by it under this Agreement on the due date of payment in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion accordance with the terms of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership this Agreement, the Partnership will not allocate any income to Seller with respect to Buyer shall pay interest on the incentive distribution rights waived in connection with sum from the Waiver. (e) The portion due date until the date upon which the obligation of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect Buyer to Seller’s interest in UNEV Pipeline pursuant pay the sum is discharged at the rate of 4% per annum above the base rate of Barclays Bank PLC from time to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Partiestime (whether before or after judgement).

Consideration. (a) The aggregate consideration On each Purchase Date, the Purchaser shall purchase the Purchased Loans to be paid by or purchased on behalf of Buyer for such date from the LLC Interests and the Waiver shall be Seller at a purchase price (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject ) equal to adjustment pursuant to Section 2.3, to be paid as followsthe sum of the following: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); andwith respect to Purchased Loans which are not Post-Bankruptcy Loans or Bankruptcy Loans, [****] (ii) $55,000,000 with respect to Purchased Loans which are Post-Bankruptcy Loans, [****] (iii) with respect to Purchased Loans which are Bankruptcy Loans, [****]. Notwithstanding the foregoing, if the Initial Purchase Date for the Purchased Loans shall occur on a date after July 31, 2017 and the Purchaser has notified the Seller, or the Seller has notified the Purchaser, in 1,029,900 Common Units (writing that a change in market conditions has occurred that has caused the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average market price of the Partnership’s Common UnitsLoans to be materially different than the foregoing Purchase Price, the parties agree that they shall negotiate in good faith to determine an appropriate Purchase Price for any Loans remaining to be purchased in light of then-current market conditions; provided, however, that (x) the Seller shall not be required to negotiate as quoted on set forth in this sentence during a Seller Review Period and (y) the Purchaser shall not be required to negotiate as set forth in this sentence during a Purchaser Review Period. The Purchaser shall pay the Estimated Purchase Price for each Purchased Loan not later than 2:00 p.m. (New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (bCity time) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds on the applicable Purchase Date to such account as the Seller shall direct in writing to the account specified Purchaser prior to the applicable Purchase Date. The purchase and sale of the Purchased Loans shall be evidenced by the Xxxx of Sale duly executed and delivered by the Seller in connection with each Purchase Date. [****] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits information subject to the confidentiality request. Omissions are designated with brackets containing asterisks. As part of our confidential treatment request, a complete version of this exhibit has been filed separately with the U.S. Securities and Exchange Commission. (or its designee); providedb) No later than five (5) Business Days after each Purchase Date, however the Seller shall deliver to the Purchaser a calculation of the Purchase Price determined as of such Purchase Date (the “Final Purchase Price”) and a Post-Purchase Portfolio File with respect to the applicable Purchased Loans. The Purchaser shall have five (5) Business Days to review and comment on the Seller’s calculation of the Final Purchase Price. If during this five (5) Business Day period the Purchaser notifies the Seller that the Cash Consideration allocated Purchaser disagrees with these calculations, the Seller and the Purchaser will meet to attempt to resolve any differences. If they are unable to agree on the adjustments within the next thirty (30) days, then the Seller and the Purchaser will be free to pursue an additional review by jointly selecting an independent accounting firm to review the calculations and make a determination as to the Waiver Final Purchase Price. If the Purchaser and the Seller are unable to agree on an accounting firm, then they will apply to the American Arbitration Association to make the selection. The independent accounting firm selected pursuant to this Section 2.2(d2.02(b) below shall is referred to herein as the “Arbitration Firm”. The Arbitration Firm will be delivered instructed to HEP Logistics Holdings, L.P. complete its review within twenty (or its designee)20) days and to calculate the Final Purchase Price in accordance with this Section 2.02. The decision of the Arbitration Firm will be final and binding on the Seller and the Purchaser. (c) If the Final Purchase Price is greater than the Estimated Purchase Price, then the Purchaser shall pay to the Seller the amount of such difference. If the Final Purchase Price is less than the Estimated Purchase Price, then the Seller shall pay to the Purchaser the amount of such difference. The Unit Consideration payment of any amount pursuant to this Section 2.02(c) shall be paid by made, together with interest thereon accrued from the Partnership, on behalf applicable Purchase Date until the date of Buyer, such payment at the Closing by delivery of a letter rate per annum equal to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued prime rate” published in the name Wall Street Journal, within thirty (30) days of Seller or its designee the applicable Purchase Date (or, if the “Certificates”Purchaser has disputed the Seller’s calculation of the Final Purchase Price, the date on which the Final Purchase Price has been determined pursuant to Section 2.02(b)), which Instruction Letter shall be by wire transfer of immediately available funds in a form and substance reasonably acceptable to both Buyer and Selleraccordance with the instructions of the payee thereof. (d) A portion Not later than the last day of each month following the Initial Purchase Date, the Seller shall notify the Purchaser if any of the Cash Consideration items described in the amount AES Corrections File have been corrected. If such corrections result in a revised Principal Balance of $15,400,000 shall be allocated any Purchased Loans, the parties will arrange for settlement of an adjustment to the Waiver and treated as Purchase Price paid for the affected Purchased Loans in a cash distribution by the Partnership to HEP Logistics Holdings, L.P. mutually acceptable manner based on such revised Principal Balances. Notwithstanding anything to the contrary in the Partnership Agreementherein, the Partnership will parties agree that such adjusted Purchase Price, if in favor of the Purchaser, shall not allocate any income to Seller with respect be subject to the incentive distribution rights waived Deductible Amount or the $[****] limit on indemnities described in connection Section 9.01. The Seller shall continue to work with AES and the WaiverPurchaser to complete the corrections until they have been satisfied. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate consideration to be paid by or on behalf of Buyer for the LLC Interests and the Waiver Sale Shares shall be equal to US$395,000,000 (xthe “Consideration”) plus the issuance of Estimated Net Cash/Debt Amount plus the Profits Interest Estimated Inventory Adjustment Amount less the Estimated GRP Adjustment Amount (if any), each as shown on the Closing Statement delivered pursuant to Seller paragraph (or its designeeb) and below, as adjusted after the Closing Date pursuant to Section 1.3 (y) $315,000,000 (clause (x) and (y) collectivelyas so adjusted, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to . The Parties acknowledge and agree that the Consideration shall be paid as follows: (i) $260,000,000 allocated among the Sale Shares in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”)accordance with Schedule 1A hereto. (b) The Cash ConsiderationSeller shall deliver, subject or cause to adjustment pursuant be delivered, to Section 2.3the Purchaser, not less than five calendar days prior to Closing, a schedule substantially in the form of Schedule 1B hereto (the “Closing Statement”) setting forth its good faith estimate of (i) the Consolidated Net Cash/Debt Amount (the “Estimated Consolidated Net Cash/Debt Amount”), (ii) the Stand-Alone Net Cash/Debt Amount for each Target Company, (iii) the amount of the Target Indebtedness, inclusive of accrued interest, (iv) the Inventory Adjustment Amount (the “Estimated Inventory Adjustment Amount”) and (v) the GRP Adjustment Amount (the “Estimated GRP Adjustment Amount”), each as will exist as of Closing. On the basis of the good faith estimates of such amounts, the Closing Statement shall set forth the Purchase Price in aggregate and as allocated among the Sale Shares on the basis of Schedule 1A hereto. The Closing Statement shall be prepared in consultation with the Purchaser and, when finalized, shall be delivered signed by Buyer to Seller (or its designee) at both the Closing by wire transfer of immediately available funds to Purchaser and the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate Upon the terms and subject to the conditions of this Agreement, in consideration of the aforesaid sale, conveyance, assignment, transfer and delivery of the Assets, Buyer shall deliver or cause to be paid by or on behalf of Buyer for the LLC Interests and the Waiver shall be (x) the issuance of the Profits Interest delivered to Seller DESC (or its designeeto a Person designated by DESC in writing to Buyer) and aggregate cash consideration of [*****] (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3payable in three installments, with the first installment in the amount of [*****] (the “Initial Payment”) to be paid as follows: on the Closing Date (i) $260,000,000 in immediately available funds (it being understood that a portion of such first installment shall be payable to DESC or certain of the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (JV Entities pursuant to the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”Deed), which valuation is based upon the volume-weighted average price second installment in the amount of [*****] to be paid [*****] calendar days after the Partnership’s Common UnitsClosing Date, as quoted on and the New York Stock Exchangethird installment in the amount of [*****] to be paid [*****] calendar days after the Closing Date, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject in each case to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds to the an account specified or accounts designated in writing by Seller (or its designee); provided, however that the Cash Consideration allocated DESC at least two Business Days prior to the Waiver date such payment becomes due and payable. Together with each installment payable pursuant to this Section 2.05, Buyer shall deliver or cause to be delivered to DESC an amount equal to the Mexican VAT Taxes to be owed, whether by any of DESC or the JV Entities or by Buyer or any of the other Xxxxx Entities, in respect of the payment of such installment amount and the transfer of the Assets to Buyer in connection therewith, as set forth on Schedule 2.05. The Purchase Price shall not be increased or decreased to reflect the amount of any capital contributions made directly or indirectly by Xxxxx Parent or DESC to the JV at or prior to the Closing Date. Buyer shall be responsible for, and shall pay to the appropriate Mexican notary or Mexican governmental authorities, all Mexican ISAI Taxes and Mexican Registration Expenses incurred in respect of all payments of the Purchase Price and the transfer of the Assets to Buyer in connection therewith, whether owed by Buyer or any of the Xxxxx Entities. DESC shall pay, or cause to be paid, to the appropriate Mexican governmental authorities the (i) DTA Duties and (ii) the PITEX VAT Taxes, provided that, Buyer shall, and Xxxxx Parent shall cause Buyer to, pay to DESC and the JV Entities at Closing the DTA Amount pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee2.08(a). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate As consideration to be paid by or on behalf of Buyer in full for the LLC Interests and the Waiver shall be (x) the issuance acquisition of the Profits Interest to Seller Shares from the Sellers, Buyer is paying the Sellers an aggregate of $65,000,000 (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment as such amount may be adjusted pursuant to this Section 2.32.2, Section 2.3 and Section 9.6, to be paid in the respective amounts determined based on each Seller’s Ownership Percentage, as follows: (i) $260,000,000 in set forth on Schedule 3.5. The portion of the Purchase Price payable at the Closing will be made by wire transfer of immediately available funds (to the “Cash Consideration”); and (ii) $55,000,000 Sellers’ bank accounts specified in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”)Schedule 2.2. (b) The Cash ConsiderationOn the Closing Date, subject Buyer will deposit $9,750,000 of the Purchase Price (the “Escrow Amount”) into an interest bearing escrow account to adjustment be held pursuant to Section 2.3an escrow agreement, shall by and among Buyer, Sellers, the Sellers’ Agent and the escrow agent named therein, and substantially in the form of Exhibit A (the “Escrow Agreement”). The Escrow Amount will be delivered by Buyer held in escrow and maintained and disbursed in accordance with the terms of this Agreement and the Escrow Agreement. The Escrow Amount will be used to Seller (or its designee) at secure and satisfy indemnification obligations and reimbursement obligations of the Sellers following the Closing Date. Amounts paid out of the Escrow Amount will be made by wire transfer of immediately available funds to the account specified by Seller the receiving party in writing. The balance of the Escrow Amount will be released and disbursed to the Sellers (or its designee)to an account specified in writing by the Sellers’ Agent) in four equal installments of $2,437,500 on each of the nine, twelve, fifteen and eighteen month anniversaries of the Closing Date; provided, however however, that the Cash Consideration allocated following will be deducted from such installment payments: (i) with respect to the Waiver pursuant first installment payment, any amounts paid to Section 2.2(dBuyer from the Escrow Amount since the Closing Date and with respect to each installment payment thereafter, any amounts paid to Buyer from the Escrow Amount since the previous installment payment (plus any amounts paid to Buyer from the Escrow Amount that were in excess of the previous installment payments available to be paid to the Sellers), and (ii) below shall reasonable amounts for any unresolved claims for Damages pending and outstanding reimbursement obligations of the Sellers, which amounts will remain in the Escrow Amount until such matter is finally resolved, at which time the receiving party will be delivered paid such amount from the Escrow Amount. Any interest earned on the Escrow Amount will be paid to HEP Logistics Holdings, L.P. (or its designee)the Sellers simultaneously with the disbursements to the Sellers under the Escrow Agreement. (c) The Unit Consideration shall On the Closing Date, Buyer will withhold $547,000 of the Purchase Price (the “Holdback Amount”), which amount represents the balance of the approximately $728,000 tax deposit to be paid by the PartnershipCompany to the Internal Revenue Service in connection with the Company’s Filing Form 8752 pursuant to Code Section 7519 (such aggregate amount, the “S Corporation Fiscal Year Retention Deposit”). Buyer will pay to the Internal Revenue Service, on behalf of Buyerthe Company, at the Closing by delivery balance of a letter the S Corporation Fiscal Year Retention Deposit when due. Within five business days of the Company’s receipt thereof, Buyer will cause the Company to pay to the Partnership’s transfer agent Sellers (to an account specified in writing by the “Instruction Letter”Sellers’ Agent) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated the S Corporation Fiscal Year Retention Deposit that is refunded to the Waiver and treated as a cash distribution Company by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything Internal Revenue Service. Such refunded amount paid to the contrary in the Partnership Agreement, the Partnership Sellers will be deemed to be Purchase Price and any amounts not allocate any income to Seller with respect so refunded to the incentive distribution rights waived in connection with Company will be a reduction to the Waiver. (e) The portion Purchase Price. If the Holdback Amount is less than the balance of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently S Corporation Fiscal Year Retention Deposit payable by the PartiesCompany to the Internal Revenue Service after the Closing Date, any difference will be deducted from the Escrow Amount and paid to Buyer. If the Holdback Amount is greater than the balance of the S Corporation Fiscal Year Retention Deposit payable by the Company to the Internal Revenue Service after the Closing Date, any difference will be paid to the Sellers’ Agent within five business days of the date payment of the balance of the S Corporation Fiscal Year Retention Deposit to the Internal Revenue Service is due.

Consideration. (a) The aggregate consideration Promoter agree to be paid by or on behalf transfer and convey Schedule B Property hereunder in favour of Buyer the Allottee/s for the LLC Interests and the Waiver shall be (x) the issuance “Total Sale Consideration” of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid Rs 4160000/- payable as follows: a. The Allottee/s has paid a sum of Rs. 3166000/-( Rupees. Thirty One Lakh Sixty Six Thousand only) as booking amount (i) $260,000,000 in immediately available funds (hereinafter “the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “UnitsBooking Amount”) issued being 10% as part payment towards the Total Sale Consideration of the Plot at the time of application the receipt of which the Promoter hereby acknowledges and the Allottee/s hereby agrees to Seller (pay the remaining consideration of the Plot being Rs. 4060000/-( Rupees. Nine Lakh Ninety Four Thousand only) as prescribed in the Payment Plan [Schedule D] as may be demanded by the Promoter within the time and in the manner specified therein. Provided that if the Allottee/s delays in payment towards any amount for which is payable; he shall be liable to pay interest at the rate specified in the Rules. Inter alia, in the event of default or an Affiliate delay by the Allottee/s in payment towards any amount is payable as per payment schedule, the Promoter shall be entitled to exercise its option of Seller designated by Sellercancelling the said allotment of the Plot and forfeiting the entire Booking Amount as mentioned hereinabove in Clause 2.1(a) (. b. That subject to the “Unit Allottee/s having paid all dues including the Total Sale Consideration”), which valuation is based the Promoter hereby agrees to sell and convey the Schedule B Property, together with all ways, easements and appurtenances whatsoever belonging to the said piece and parcel of Schedule B Property and all the estate, right, title, interest, property, claims and demands whatsoever of the Promoter into and upon the volume-weighted average price said piece and parcel of the Partnership’s Common Units, as quoted on Schedule B c. All the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date payments to be made through A/c Payee cheque/demand draft /Banker cheque or online payments in favour of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds to the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.M/s.

Consideration. The purchase price is _ (a$ _ ) The aggregate consideration DOLLARS which the BUYER agrees to be paid by or on behalf of Buyer for the LLC Interests and the Waiver shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid pay as follows: (ia) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price As a part of the Partnership’s Common Unitsdeposit heretofore paid, as quoted on the New York Stock Exchangereceipt of which is xxxxxx acknowledged, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”).subject to collection; $_ (b) The Cash ConsiderationAs the balance of the deposit before or upon the signing of this Agreement, receipt of which is hereby acknowledged, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds to the account specified by Seller (or its designee)collection; provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee).$_ (c) The Unit Consideration Upon the delivery of the deed by wire transfer or by certified check or official cashier’s check drawn by and upon a federally regulated or state chartered bank, the proceeds of which are immediately available; $_ TOTAL $ Any deposit made hereunder shall be paid by to the Partnership, on behalf of Buyer, SELLER's attorney who shall hold the same as escrow agent subject to the terms and conditions hereof and release same to SELLER at the Closing by delivery time of a letter closing or to the Partnershipparty entitled thereto upon sooner termination of this Agreement. Any other deposits held by other parties shall immediately be forwarded to SELLER's attorney to be held under the same conditions. In the event of any actual or claimed dispute, the SELLER’S attorney may commence an action of interpleader or similar proceeding and may deposit the down payment with a court of competent jurisdiction, whereupon said attorney shall have no further liability or obligation with regard to said funds. Mortgage company checks or similar checks, unless certified, DO NOT represent immediate funds and will not be accepted at the time of closing. Trustee checks are NOT acceptable funds for any payment required under Paragraph 2(c) of this Agreement. In the event SELLER or his attorney accepts XXXXX's attorney's trustee check in lieu of other funds, BUYER agrees that no stop payment order or direction will be issued with respect to such check(s). This provision shall survive the closing. It is specifically understood and agreed that at closing, BUYER shall tender to SELLER wired funds, or cashier's check(s) or bank, treasurer's or certified check(s) payable to SELLER’S attorney as trustee for SELLER, for the balance of the purchase price due at closing as set forth in this Agreement less the amounts of all mortgage payoffs. Additionally, BUYER’S attorney shall tender to SELLER separate cashier’s, bank treasurer’s transfer agent certified check(s) for payoff of SELLER’S mortgage obligations. At least one (the “Instruction Letter”1) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in business day before closing, for each mortgage payoff SELLER shall provide BUYER’s attorney with written directions stating the name of Seller or its designee (payee and the “Certificates”total amount of payoff together with a copy of the associated payoff statement(s). SELLER shall calculate the total payoff amount to include applicable per diems, which Instruction Letter late charges, etc. and shall be in a form and substance reasonably acceptable an amount sufficient to both Buyer and Seller. (d) A portion of pay the Cash Consideration mortgage in the amount of $15,400,000 full. SELLER shall be allocated responsible to prepare the mortgage payoff package(s) and transmittal(s). Immediately after closing, SELLER’S attorney shall wire or hand deliver or send via overnight carrier the payoff funds and package to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiverlender(s). (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate consideration At or prior to be paid by or the close of business on behalf of Buyer for the LLC Interests and date which is two (2) Business Days prior to the Waiver shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectivelyClosing Date, the “Purchase Price”), subject Company shall prepare and deliver to adjustment pursuant to Section 2.3, to be paid as followsPurchaser a written statement (the "Closing Statement") setting forth: (i) $260,000,000 in immediately available funds the Company's good faith estimates of (A) the Cash Amount (the “"Estimated Cash Consideration”Amount"); and, (B) the Indebtedness Amount (the "Estimated Indebtedness Amount"), (C) the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), (D) the Shared Expenses and (E) the Transaction Expenses (the "Estimated Transaction Expenses") (including a reasonably detailed summary of the calculations made to arrive at such amounts); (ii) $55,000,000 a list of and, as applicable, payment instructions for the payment of, the Shared Expenses and the Estimated Transaction Expenses; (iii) the calculation of the Closing Aggregate Consideration and the Closing Company Unit Consideration for each Company Unit; (iv) a list of all Unitholders and Blocker and, with respect to each, the number and class of Company Units held by such Unitholder or Blocker (and, in 1,029,900 Common Units the case of each Incentive Unit, (A) the “Units”Participation Threshold (as defined in the Company LLC Agreement) issued of such unit as of the expected Closing Date, (B) whether such Incentive Unit will be vested or unvested as of the expected Closing Date (after giving effect to Seller the Closing and any acceleration of vesting in connection therewith) and (C) whether such Incentive Unit is held by a Continuing Employee, Unrestricted Employee or an Affiliate Non-Continuing Employee (provided Purchaser has delivered the list of Seller designated Continuing Employees, Unrestricted Employees and Non-Continuing Employees as required by Seller) (the “Unit Consideration”this Agreement)), which valuation whether such unit is based upon a Restricted Unit and the volume-weighted average price Closing Company Unit Consideration payable in respect of such unit, and including a schedule setting forth the Aggregate Continuing Incentive Amount, the portion of the Partnership’s Common UnitsClosing Aggregate Non-Escrow Consideration which each Equityholder will become entitled (subject to Section 1.11) at the Closing pursuant to Article I and the Residual Percentage and Capital Units Percentage for each Equityholder (such list and schedule, as quoted on the New York Stock Exchange, for "Closing Payment Schedule"). The Closing Statement shall be derived from the 10 trading days immediately preceding the announcement date books and records of the transactions contemplated by this Agreement (Company and its Subsidiaries and shall be prepared in accordance with the “HEP Common Unit 10-Day VWAP”)Accounting Principles. (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer For purposes of immediately available funds to the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership this Agreement, the Partnership will not allocate any income to Seller with respect to term "Closing Aggregate Consideration" means (i) $735,000,000 (the incentive distribution rights waived in connection with "Base Consideration"), minus (ii) the WaiverEstimated Indebtedness Amount, plus (iii) the amount, if any, by which the Estimated Net Working Capital Amount is greater than the Target Net Working Capital Amount, minus (iv) the amount, if any, by which the Target Net Working Capital Amount is greater than the Estimated Net Working Capital Amount, plus (v) the Estimated Cash Amount, minus (vi) the Estimated Transaction Expenses, minus (vii) the Escrow Amount, minus (viii) the Equityholder Representative Holdback Amount. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) 3.1 The aggregate consideration to be paid by or on behalf of Buyer purchase price for the LLC Interests and sale by each Vendor of the Waiver Relevant Shares held by such Vendor shall be (x) the issuance an amount in U.S. dollars equal to such Vendor’s Relevant Share Percentage of the Profits Interest to Seller Oxford B Share Amount as set forth in the Closing Statement (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase PriceShare Consideration”), subject . 3.2 The purchase price for the sale by each Vendor of the Relevant Existing Loans shall be an amount equal to adjustment pursuant the principal outstanding plus accrued and unpaid interest under the Relevant Existing Loans as of the close of business on the day before the Completion Date (the “Loan Consideration”). 3.3 The Share Consideration and Loan Consideration due to Section 2.3, to each Vendor shall be paid satisfied as follows: (a) The Share Consideration (if any) and a portion of the Loan Consideration due to each Vendor shall be satisfied by the issue of Exchange Loan Notes to that Vendor. The principal amount of each Vendor’s Exchange Loan Note shall be an amount equal to such Vendor’s Share Consideration (if any) plus such Vendor’s Remaining Rollover Amount. (b) The remaining portion of the Loan Consideration due to each Vendor not satisfied by the issuance of Exchange Loan Notes pursuant to Clause 3.3(a) above shall be satisfied by: (i) $260,000,000 the payment at Completion by the Purchaser of the Relevant Escrow Amount (if any), comprised of the Relevant Indemnity Escrow Amount and the Relevant Adjustment Escrow Amount, to the Escrow Agent to form a portion of the Master Merger Indemnity Escrow Amount and Master Merger Adjustment Escrow Amount, respectively, and to be held, disposed of or released in immediately available funds (accordance with terms and conditions of the “Cash Consideration”)Master Merger Agreement and the Escrow Agreement; and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued payment at Completion by the Purchaser to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price Vendors’ Solicitors’ Bank Account of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date amount of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds cash equal to the account specified by Seller (or its designee); provided, however that then outstanding principal amount and accrued but unpaid interest under the Cash Consideration allocated to relevant Existing Loans less the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee)Remaining Rollover Amount and less the Relevant Escrow Amount. (c) The Unit Consideration In the event that the Adjustment Amount (as defined in the Master Merger Agreement) is a positive number, as finally determined in accordance with the terms of the Master Merger Agreement, the Vendors who are selling Shares hereunder shall be entitled to their respective portion of such Adjustment Amount as set forth in, and to be delivered to the Vendors in accordance with, Section 3.4(d) of the Master Merger Agreement (and allocated among the Vendors in accordance with their pro rata share of the Share Consideration). 3.4 Each Vendor irrevocably authorises and instructs: (a) the Purchaser to pay all sums due to them under this Agreement in accordance with Clause 3.3; (b) the Purchaser, the Holder Representative, and the parties to the Master Merger Agreement to deal with their Relevant Escrow Amount, Master Merger Indemnity Escrow Amount and Master Merger Adjustment Escrow Amount as provided under the terms of the Master Merger Agreement, the Escrow Agreement and Clause 9 below. 3.5 Receipt of the sums to be paid into the Vendors’ Solicitors’ Bank Account in accordance with this Clause 3 on or before the due date for payment shall be a good discharge by the PartnershipPurchaser of its obligation to make such payments. The Purchaser shall not be concerned with, or have any liability whatsoever with respect to, the apportionment of the cash portion of the Consideration (or any other amount) or for any failure by the Vendors or any other person to apportion such sum in accordance herewith. 3.6 Any payments made by or on behalf of Buyera party to this Agreement in respect of any liability arising pursuant to a warranty or covenant under this Agreement shall, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”)extent legally possible, which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated treated as an adjustment to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the WaiverConsideration. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate consideration to be paid by or on behalf of Buyer for the LLC Interests and the Waiver shall be Purchased Assets (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”)) consists of (i) the payment at the applicable Closing by Purchaser of $135,000,000 for the Kuwait Assets (“Kuwait Cash Consideration”) and $60,000,000 for the Algeria Assets (“Algeria Cash Consideration”) for a total cash consideration of $195,000,000, subject to adjustment pursuant to Section 2.3in each case reduced by the amount of any Backlog Deduction and any Excluded Rig Deduction, to as applicable, calculated on the applicable Closing Date (the “Cash Consideration”) and (ii) the assumption by Purchaser of the Assumed Liabilities. The Purchase Price shall be exclusive of any value added taxes, at any such Closing. The Cash Consideration shall be paid as follows: (ia) $260,000,000 On the Effective Date, Purchaser, on behalf of itself and the Designated Affiliates, is delivering an amount in cash in immediately available funds equal to $29,250,000 (the “Cash ConsiderationDeposit”) to U.S. Bank National Association, as escrow agent (“Escrow Agent”), pursuant to the terms of this Section 2.4(a) and an escrow agreement executed by Seller, Purchaser and the Escrow Agent prior to the Effective Date (the “Escrow Agreement”). Seller has executed and delivered this Agreement first and immediately on Purchaser’s execution and delivery of this Agreement, Purchaser has provided Seller a copy of wire instructions (in the form of a SWIFT code and related paperwork) evidencing the sending of the Deposit funds via wire pursuant to which the Deposit is being delivered to the Escrow Agent. At the Initial Closing, the Deposit (together with any accrued interest thereon) less 50% of the fees and expenses of the Escrow Agent, shall be credited against the Purchase Price and paid to Seller pursuant to the Escrow Agreement; and provided that if there is an Initial Closing at which only the Kuwait Assets or Algeria Assets are sold, the Deposit shall be credited against the Purchase Price and paid to Seller as follows: (i) if the Kuwait Assets are sold in the Initial Closing, then $20,250,000 (together with any accrued interest thereon), less 50% of the fees and expenses of the Escrow Agent, shall be credited against the Kuwait Cash Consideration and paid to Seller at the Initial Closing, with the remainder to be held in escrow by the Escrow Agent and credited against the remainder of the Purchase Price and paid to Seller at the relevant Subsequent Closing and (ii) if the Algeria Assets are included in the Initial Closing, then $55,000,000 in 1,029,900 Common Units 9,000,000 (together with any accrued interest thereon), less 50% of the “Units”) issued fees and expenses of the Escrow Agent, shall be credited against the Algeria Cash Consideration and paid to Seller (or an Affiliate of Seller designated at the Initial Closing, with the remainder to be held in escrow by Seller) (the “Unit Consideration”), which valuation is based upon Escrow Agent and credited against the volume-weighted average price remainder of the Partnership’s Common Units, as quoted on Purchase Price and paid to Seller at the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date relevant Subsequent Closing. Seller shall pay 50% of the transactions contemplated by fees and expenses of the Escrow Agent on any Closing. If this Agreement (is terminated in accordance with Section 7.1, the “HEP Common Unit 10-Day VWAP”Deposit shall be distributed in accordance with Section 7.3(b). (b) The Cash ConsiderationSubject to the terms and conditions of this Agreement, and subject to adjustment pursuant further to Section 2.32.4(c), at the Initial Closing, Purchaser, on behalf of itself and the Designated Affiliates, shall be delivered by Buyer (i) pay to Seller (or its designee) at Seller, on behalf of itself and the Closing by wire transfer of immediately available funds to the account specified by Seller (or its designee); providedDesignated Affiliates, however that the Cash Consideration allocated (less the amount of any Backlog Deduction or Excluded Rig Deduction, as applicable), less the amount to be credited against the Waiver pursuant Purchase Price in accordance with Section 2.4(a), to Section 2.2(dsuch bank account(s) below shall be delivered of Seller or the Selling Entities designated by Seller and (ii) assume, or cause its Designated Affiliates to HEP Logistics Holdingsassume, L.P. (or its designee)the Assumed Liabilities. (c) The Unit Consideration shall be paid by In the Partnershipevent there is an Initial Closing at which only the Kuwait Assets or Algeria Assets are sold, at the Initial Closing, Purchaser, on behalf of Buyeritself and the Designated Affiliates, at shall (i) pay to Seller, on behalf of itself and the Closing by delivery Designated Affiliates, the Kuwait Cash Consideration or the Algeria Cash Consideration 428928/HOUDMS (less the amount of a letter any Backlog Deduction or Excluded Rig Deduction, as applicable), less the amount to be credited against the Partnership’s transfer agent (the “Instruction Letter”Purchase Price in accordance with Section 2.4(a), to such bank account(s) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or the Selling Entities designated by Seller and (ii) assume, or cause its designee Designated Affiliates to assume, the Assumed Liabilities relating to the Kuwait Assets or Algeria Assets, as applicable. At any Subsequent Closing, Purchaser, on behalf of itself and the Designated Affiliates, shall (A) pay to Seller, on behalf of itself and the “Certificates”)Designated Affiliates, which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Kuwait Cash Consideration in or the Algeria Cash Consideration (less the amount of $15,400,000 shall any Backlog Deduction or Excluded Rig Deduction, as applicable), less the amount to be allocated credited against the Purchase Price in accordance with Section 2.4(a), to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (esuch bank account(s) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined designated by Seller and reported consistently by (B) assume, or cause its Designated Affiliates to assume, the PartiesAssumed Liabilities relating to the Kuwait Assets or Algeria Assets, as applicable.

Consideration. (a) The aggregate In consideration of the sale, assignment and transfer of the Transferred Assets and the rights and agreements under Sections 2.6 and 2.9, subject to the terms and conditions of this Agreement, on the Closing Date, TRM or the Purchasing Insurers will pay or cause to be paid by to CPRE or on behalf any Affiliate thereof, as CPRE may direct, an aggregate amount equal to $16,000,000 (the "Purchase Price"), and CPRE or any Affiliate thereof, as applicable, will accept and acknowledge receipt of Buyer for the LLC Interests and the Waiver Purchase Price. The Purchase Price shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid as follows: (i) $260,000,000 by wire transfer in immediately available funds to an account(s) designated by CPRE prior to the Closing Date. 119 (b) As further consideration, the Parties shall respectively deliver those closing deliveries set forth in Section 2.5 of this Agreement. (c) Subject to receipt of all Required Approvals, CPRE shall cause the Selling Insurers to pay, to TRM an amount equal to 2.5% of the unearned premium reserve attributable to all Insurance Contracts that were in-force as of the Closing Date (the “Cash Consideration”"UPR Fee"); and. The UPR Fee shall be paid in four equal quarterly payments commencing at the end of the first calendar quarter following the Closing Date. (iid) $55,000,000 Not later than 120 days following the Closing Date, TRM shall provide to CPRE a proposed allocation of the Purchase Price and the Assumed Liabilities (collectively, the "Allocable Amount") among the Transferred Assets. The proposed allocation shall be prepared in 1,029,900 Common Units a manner consistent with section 1060 of the Code. For purposes of such allocation, the Assumed Liabilities included in the Allocable Amount shall be the assumed liabilities as determined for U.S. federal income tax purposes. CPRE will have ten (10) Business Days from the receipt of the proposed allocation to notify TRM if CPRE disputes the proposed allocation. If TRM has not received notice of any such dispute within such ten (10) Business Day period, the proposed allocation will become final and binding on the Parties (the “Units”"Allocation Schedule"). If, however, CPRE has delivered notice of such a dispute to TRM within such ten (10) issued Business Day period, TRM and CPRE shall discuss their differences with respect to Seller the proposed allocation and attempt in good faith to resolve such differences. If the Parties are unable to resolve such differences within ten (or an Affiliate 10) Business Days of Seller designated by Seller) the delivery of the notice of dispute, then Ernst & Young (the “Unit Consideration”"Tax Dispute Accountant") shall be engaged to resolve such dispute; provided, that such dispute shall be resolved in favor of TRM unless the Tax Dispute Accountant determines that there is no reasonable basis for TRM's position. The allocation determined by the Tax Dispute Accountant shall become the Allocation Schedule and will be final and binding on the Parties. The fees and expenses of the Tax Dispute Accountant shall be borne equally by TRM and CPRE. CPRE, TRM and the Purchasing Insurers shall prepare and file all returns and reports with respect to Taxes, including Internal Revenue Service Form 8594 (and any replacement or successor form), which valuation is based upon in a manner consistent with the volume-weighted average price of Allocation Schedule; provided that TRM's and the Partnership’s Common Units, as quoted on Purchasing Insurers' cost may differ from the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of Allocable Amount to reflect capitalizable costs incurred in connection with the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds to the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Agreement. Notwithstanding anything to the contrary in the Partnership Agreementcontrary, the Partnership will not allocate any income final allocation pursuant to Seller with respect this Section 2.7(d) shall to the incentive distribution rights waived in connection extent permitted by applicable law be determined consistently with the Waiver. (efinal allocation determined under Section 11.6(b) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the PartiesStock Purchase Agreement.

Consideration. (a) The aggregate consideration On each Purchase Date, the Purchaser shall purchase the Purchased Loans to be paid by or purchased on behalf of Buyer for such date from the LLC Interests and the Waiver shall be Seller at a purchase price (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject ) equal to adjustment pursuant to Section 2.3, to be paid as followsthe sum of the following: (i) $260,000,000 in immediately available funds ([****]% of the “Cash Consideration”); andaggregate Principal Balance of such Purchased Loans as of such Purchase Date, plus (ii) $55,000,000 [****]% of the accrued but unpaid and uncapitalized interest (to the extent not included in 1,029,900 Common Units the Principal Balance of a Purchased Loan) on such Purchased Loans minus (iii) the “Units”Pro Rata Portion of Consolidation Loan Rebate Amount minus (iv) issued to the Excess Deconversion Fee. Notwithstanding the foregoing, if the Initial Purchase Date for the Purchased Loans shall occur on a date after June 9, 2017 and the Purchaser has notified the Seller, or the Seller (or an Affiliate of Seller designated by Seller) (has notified the “Unit Consideration”)Purchaser, which valuation is based upon in writing that a change in market conditions has occurred that has caused the volume-weighted average market price of the Partnership’s Common UnitsLoans to be materially different than the foregoing Purchase Price, the parties agree that they shall negotiate in good faith to determine an appropriate Purchase Price for any Loans remaining to be purchased in light of then-current market conditions; provided, however, that (x) the Seller shall not be required to negotiate as quoted on set forth in this sentence during a Seller Review Period and (y) the Purchaser shall not be required to negotiate as set forth in this sentence during a Purchaser Review Period. The Purchaser shall pay the Estimated Purchase Price for each Purchased Loan not later than 2:00 p.m. (New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (bCity time) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds on the applicable Purchase Date to such account as the Seller shall direct in writing to the account specified Purchaser prior to the applicable Purchase Date. The purchase and sale of the Purchased Loans shall be evidenced by the Xxxx of Sale duly executed and delivered by the Seller in connection with each Purchase Date. (or its designee); providedb) No later than five (5) Business Days after each Purchase Date, however the Seller shall deliver to the Purchaser a calculation of the Purchase Price determined as of such Purchase Date (the “Final Purchase Price”) and a Post-Purchase Portfolio File with respect to the applicable Purchased Loans. The Purchaser shall have five (5) Business Days to review and comment on the Seller’s calculation of the Final Purchase Price. If during this five (5) Business Day period the Purchaser notifies the Seller that the Cash Consideration allocated Purchaser disagrees with these calculations, the Seller and the Purchaser will meet to attempt to resolve any differences. If they are unable to agree on the adjustments within the next thirty (30) days, then the Seller and the Purchaser will be free to pursue an additional review by jointly selecting an independent accounting firm to review the calculations and make a determination as to the Waiver Final Purchase Price. If the Purchaser and the Seller are unable to agree on an accounting firm, then they will apply to the American Arbitration Association to make the selection. The independent accounting firm selected pursuant to this Section 2.2(d2.02(b) below shall is referred to herein as the “Arbitration Firm”. The Arbitration Firm will be delivered instructed to HEP Logistics Holdingscomplete its review within twenty (20) days and to calculate the Final Purchase Price in accordance with this Section 2.02. The decision of the Arbitration Firm will be final and binding on the Seller and the Purchaser. [****] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits information subject to the confidentiality request. Omissions are designated with brackets containing asterisks. As part of our confidential treatment request, L.P. (or its designee)a complete version of this exhibit has been filed separately with the U.S. Securities and Exchange Commission. (c) If the Final Purchase Price is greater than the Estimated Purchase Price, then the Purchaser shall pay to the Seller the amount of such difference. If the Final Purchase Price is less than the Estimated Purchase Price, then the Seller shall pay to the Purchaser the amount of such difference. The Unit Consideration payment of any amount pursuant to this Section 2.02(c) shall be paid by made, together with interest thereon accrued from the Partnership, on behalf applicable Purchase Date until the date of Buyer, such payment at the Closing by delivery of a letter rate per annum equal to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued prime rate” published in the name Wall Street Journal, within thirty (30) days of Seller or its designee such Purchase Date (or, if the “Certificates”Purchaser has disputed the Seller’s calculation of the Final Purchase Price, the date on which the Final Purchase Price has been determined pursuant to Section 2.02(b)), which Instruction Letter shall be by wire transfer of immediately available funds in a form and substance reasonably acceptable to both Buyer and Selleraccordance with the instructions of the payee thereof. (d) A portion Not later than the last day of each month following the Initial Purchase Date, the Seller shall notify the Purchaser if any of the Cash Consideration items described in the amount Conduent Corrections File have been corrected. If such corrections result in a revised Principal Balance of $15,400,000 shall be allocated any Purchased Loans, the parties will arrange for settlement of an adjustment to the Waiver and treated as Purchase Price paid for the affected Purchased Loans in a cash distribution by the Partnership to HEP Logistics Holdings, L.P. mutually acceptable manner based on such revised Principal Balances. Notwithstanding anything to the contrary herein or in in the Partnership Collegiate Sale Agreement or the CELT 2007-A Residual Sale Agreement, the Partnership will parties agree that such adjusted Purchase Price, if in favor of the Purchaser, shall not allocate any income to Seller with respect be subject to the incentive distribution rights waived Deductible Amount or the $[****] limit on indemnities described in connection with the WaiverSection 9.01. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The On the Closing Date and subject to the terms and conditions set forth in this Agreement, the Buyer will pay to Sellers, in consideration of the sale, conveyance, assignment, transfer and delivery of the Shares, the aggregate consideration to be paid by or on behalf sum of Buyer for $200,000,000 in cash plus the LLC Interests and the Waiver shall be Estimated Authorized Capital Expenditure Amount plus (xi) the issuance of the Profits Interest to Seller Estimated Net Debt (or its designeeif a negative number) and (yii) $315,000,000 the Estimated Net Working Capital Adjustment (clause (x) and (y) collectively, the “Purchase Price”if a positive number), subject to adjustment pursuant to Section 2.3, to be paid as follows: minus (i) $260,000,000 in immediately available funds the Estimated Net Debt (the “Cash Consideration”if a positive number); and , (ii) $55,000,000 in 1,029,900 Common Units the Estimated Net Working Capital Adjustment (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”if a negative number), (iii) any and all Selling Expenses that remain unpaid at the time of Closing and (iv) the Escrow Amount, which valuation is based upon shall be payable to the volume-weighted average price escrow agent pursuant to the terms of the Partnership’s Common UnitsEscrow Agreement (as adjusted pursuant to this Agreement, as quoted the "PURCHASE PRICE"). Such amount shall be paid, in the proportion set forth on SCHEDULE B, to the applicable Seller on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date Closing Date by means of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (one or its designee) at the Closing by more wire transfer transfers of immediately available funds to an account or accounts designated in writing by each Seller at least one Business Day prior the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated Closing Date. At least three Business Days prior to the Waiver pursuant to Section 2.2(d) below Closing Date, Sellers shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter deliver to the Partnership’s transfer agent Buyer a certificate (the “Instruction Letter”"PURCHASE PRICE CERTIFICATE") irrevocably instructing such transfer agent to deliver certificates representing of the Unit Consideration issued in chief financial officer of the name of Seller or its designee (the “Certificates”)Company, which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer Buyer, setting forth in sufficient detail Sellers' good faith estimate of Estimated Working Capital, Estimated Net Debt and Sellerthe Estimated Authorized Capital Expenditure Amount. Any amount used in determining the Purchase Price as provided in this SECTION 2.2(A) or the adjustments to the Purchase Price provided in SECTION 2.6 below not denominated in U.S. Dollars shall be converted to U.S. Dollars at the exchange rate in effect one Business Day before the date of delivery of the Purchase Price Certificate or the date of determination of such adjustment, as the case may be, in each case, as set forth in THE WALL STREET JOURNAL, Eastern Edition. (db) A portion On the Closing Date, Buyer shall pay or cause to be paid (A) to the Persons entitled thereto, all of the Cash Consideration Debt Obligations set forth on SCHEDULE 2.2(B), in the amount of $15,400,000 shall be allocated amounts set forth in the Closing Certificate; and (B) to the Waiver and treated as a cash distribution by Persons entitled thereto, all of the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything Selling Expenses to the contrary in extent unpaid at the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion time of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the PartiesClosing.

Consideration. (a) The aggregate As consideration to be paid by or on behalf of Buyer for the LLC Interests and Acquired Assets, at the Waiver shall be Closing Buyer will pay Seller $20,000,000 in immediately available funds, as adjusted pursuant to Section 2.3(b) (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to and will assume the Assumed Liabilities. The cash portion of the Purchase Price shall be paid as follows: (i) the Xxxxxxx Money shall be applied as part payment of the Purchase Price; (ii) Buyer shall pay $260,000,000 in immediately available funds 1,000,000 (the “Cash ConsiderationEscrow Amount”)) to the Escrow Agent to be held in accordance with the Escrow Agreement; and (iiiii) Buyer shall pay Seller $55,000,000 in 1,029,900 Common Units 18,500,000, plus or minus (as the case may be) the Estimated Working Capital Adjustment (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAPClosing Payment”). (b) The Cash ConsiderationSchedule 2.3(b) sets forth (i) an estimated balance sheet of the Business as of the Effective Time (without giving effect to the transactions contemplated herein), subject to adjustment pursuant to Section 2.3(ii) based on such estimated balance sheet, shall be delivered by Buyer to Seller (or its designee) at a calculation of the estimated Working Capital as of the Closing by wire transfer of immediately available funds to (the account specified by Seller (or its designee); provided, however that “Estimated Working Capital”) and the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee)Estimated Working Capital Adjustment derived therefrom. (c) The Unit Consideration Within 45 days after Closing, Buyer shall be paid by prepare and deliver to Seller an unaudited balance sheet of the PartnershipBusiness as of the Effective Time and, on behalf based thereon, a calculation of Buyer, at the actual Working Capital as of the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction LetterClosing Working Capital”) irrevocably instructing such transfer agent ). Seller will have 15 days to deliver certificates representing review Buyer’s calculation and to propose modifications, if any, to the Unit Consideration issued in calculation. If Seller and Buyer cannot agree on a calculation of the name Closing Working Capital within 45 days after Buyer’s delivery of its calculation to Seller, Buyer and Seller or its designee shall submit the calculation to a mutually acceptable independent third-party accounting firm (the “CertificatesIndependent Accounting Firm”)) to determine the calculation, which Instruction Letter and the cost of such process shall be in a form and substance reasonably acceptable to both borne equally by Buyer and Seller. Within 10 business days after the final determination of the Closing Working Capital, either (i) Buyer shall pay, as additional Purchase Price, the amount, if any, equal to the positive difference between the Closing Working Capital and the Estimated Working Capital, or (ii) Seller shall pay, as a reduction to the Purchase Price, the amount, if any, equal to the positive difference between the Estimated Working Capital and the Closing Working Capital. (d) Buyer and Seller shall allocate the Purchase Price (and all other items required to be treated as consideration for U.S. federal income tax purposes) in a manner consistent with the allocations set forth on Schedule 2.3(d) and Buyer and Seller shall file all Tax Returns or reports, including IRS Form 8594, for their respective taxable years in which the Closing occurs to reflect the allocation determined pursuant to this Section 2.3(d) and shall not take any position inconsistent therewith before any Governmental Authority charged with the collection of Taxes or in any judicial proceedings relating to such tax reporting. A portion draft statement reflecting an allocation of the Cash Consideration in the amount of $15,400,000 shall Purchase Price (and all other items required to be allocated to the Waiver and treated as a cash distribution by consideration for U.S. federal income tax purposes) among the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to Acquired Assets (the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii“Purchase Price Allocation”) shall be delivered by Seller within 45 days after the final determination of the Closing Working Capital, after which Buyer and Seller shall cooperate in good faith to finalize such draft Purchase Price Allocation. If Seller and Buyer are unable to agree on the Purchase Price Allocation within 60 days, they shall promptly thereafter retain the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with Schedule 2.3(d) and the terms of this Agreement. Any costs and expenses of the Independent Accounting Firm incurred pursuant to this Section 2.3(d) shall be borne equally by Seller and reported consistently Buyer. The Purchase Price Allocation, as adjusted pursuant to any agreement between Seller and Buyer or as determined by the Independent Accounting Firm pursuant to this Section 2.3(d), shall be conclusive and binding on the Parties. The Purchase Price Allocation shall be adjusted, as necessary, to reflect any subsequent payments treated as adjustments to the Purchase Price pursuant to this Agreement. Any such adjustment shall be allocated, consistent with this Section 2.3(d) to the Acquired Assets to which such adjustment is attributable. Notwithstanding any provision herein to the contrary, nothing contained herein shall prevent any Party from settling any proposed deficiency or adjustment by any Governmental Entity based upon or arising out of the allocation specified in the Purchase Price Allocation, and neither Party shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Entity challenging such allocation.

Consideration. 3.1 The aggregate consideration (the “Consideration”) shall be the sum of: (a) the Base Consideration; minus (b) the Disclosed Net Transaction Bonuses; minus (c) the Disclosed Transaction Costs; plus (d) an amount of additional consideration equal to the Daily Amount multiplied by the number of days from (and excluding) the Locked Box Date up to (and including) the Completion Date, or, if Completion is deferred by the Buyer in the case of non-compliance by a Seller pursuant to Clause 7.6(a), the Scheduled Completion Date (the “Additional Consideration”). The aggregate consideration to be paid by or on behalf of Buyer for the LLC Interests Share Sale (the “Purchased Shares Consideration”) shall be equal to the aggregate of the Completion Cash Payment Amounts for all Sellers and the Waiver Consideration Shares. 3.2 Five Business Days prior to Completion, the Buyer shall provide the Institutional Seller and the Management Seller Representatives with a schedule in writing (the “Draft Consideration Schedule”) setting out the following: (a) a column, on a Seller by Seller basis, setting out the notional number of Initial Consideration Shares allocable to each Seller which number shall be the result of multiplying the Initial Consideration Shares by each Seller’s Equity Percentage (x) the issuance such notional number of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectivelyInitial Consideration Shares for each Seller, the “Purchase PriceNotional Consideration Shares”); (b) a column, subject to adjustment pursuant to Section 2.3on a Seller by Seller basis, to be paid as followssetting out: (i) $260,000,000 in immediately available funds for each Management Seller whose Requested Rollover Percentage is not zero (each such Seller, a “Rollover Management Holder”), a reduction of their Notional Consideration Shares to zero (such reduction, the “Rollover Consideration Share Reduction”); and (ii) for each Seller that is not a Rollover Management Holder (each such Seller, a “Non-Rolling Shareholder”), no Rollover Consideration Share Reduction; (c) a column, on a Seller by Seller basis, setting out the notional Initial Cash Consideration allocable to each Seller which amount shall be the result of multiplying the Initial Cash Consideration by each Seller’s Equity Percentage (such amount for each Seller, the “Notional Cash Consideration”); (d) a column, on a Seller by Seller basis, setting out: (i) for each Rollover Management Holder, the applicable amount of the Surplus Cash which will function as a reduction to the Notional Cash Consideration applicable to such Rollover Management Holder (such amount, the “Deducted Notional Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units for each Seller who is a Non-Rolling Shareholder, no Deducted Notional Cash Consideration; (e) a column, on a Seller by Seller basis, setting out the aggregate amount of cash payable to each Seller which amount shall be equal to (i) the applicable Notional Cash Consideration, minus (ii) the applicable Deducted Notional Cash Consideration, if anything (such amount for each Seller, the “UnitsDetermined Cash Consideration”); (f) a column, on a Seller by Seller basis, setting out each Seller’s Completion Cash Payment Amount, rounded to the nearest 0.01 Euro, with amounts 0.005 and above rounded up; (g) a column, on a Seller by Seller basis, setting out (i) for each Non-Rolling Shareholder, the aggregate number of shares of Series C Formula One Stock to be issued and allotted to Seller each Non-Rolling Shareholder, which number shall be equal to the applicable Notional Consideration Shares for such Non-Rolling Shareholder rounded to the nearest share with amounts 0.5 and above rounded up, and (or an Affiliate ii) for each Rollover Management Holder, no shares of Seller designated by Series C Formula One Stock (such amount for each Seller) (, the “Unit Determined Share Consideration”); (h) a column, on a Seller by Seller basis, setting out the Purchased Shares to be sold by each Seller upon Completion; (i) a column, on a Seller by Seller basis, setting out: (i) for each Rollover Management Holder, the number of Rollover Company Shares to be retained by such Rollover Management Holder, and (ii) for each Non-Rolling Shareholder, no Rollover Company Shares; and (j) the amount of the Paying Agent Completion Wire, together with reasonable supporting information for the calculation of the above items for the review of the Institutional Seller and the Management Seller Representatives. For the purposes of the calculations in the Draft Consideration Schedule, the Determination Date for the 20-Day VWAP shall be deemed to refer to the trading day immediately preceding the date of delivery of the Draft Consideration Schedule. The Institutional Seller, the Management Seller Representatives and the Buyer shall cooperate in good faith to resolve any discrepancies in the Draft Consideration Schedule. 3.3 Two Business Days prior to Completion, the Buyer shall provide the Institutional Seller and the Management Seller Representatives with an updated version of the Draft Consideration Schedule in writing including updated calculations of the items set out in Clause 3.2 based on the actual Determination Date of the 20-Day VWAP in accordance with the definition of that term (as updated, the “Consideration Schedule”), which valuation is based upon shall supersede and replace the volume-weighted average price Draft Consideration Schedule, together with reasonable supporting information for the calculation of those items for the review of the Partnership’s Common UnitsInstitutional Seller and the Management Seller Representatives. The Institutional Seller, the Management Seller Representatives and the Buyer shall cooperate in good faith to resolve any discrepancies in the Consideration Schedule. 3.4 Notwithstanding Clause 3.2 and 3.3, to the extent the items listed in the Draft Consideration Schedule or the Consideration Schedule would cause an allocation and allotment of Determined Share Consideration to the LX1 Seller, the LX1 Seller will instead receive a cash payment in lieu of such Determined Share Consideration such that the entirety of the LX1 Seller Consideration Amount is paid in cash. The Draft Consideration Schedule and the Consideration Schedule shall be prepared in good faith by the Buyer and in accordance with this Agreement and the same principles and equivalent calculations used and applied in preparing the indicative Consideration Schedule which is in Agreed Form as quoted on of the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of this Agreement. 3.5 The Purchased Shares Consideration shall be satisfied at Completion by the transactions contemplated by this Agreement Buyer and LMC (on behalf of the “HEP Common Unit 10-Day VWAP”Buyer) as follows: (a) the Buyer shall, pursuant to the direction in Clause 3.6, pay an amount equal to the sum of each Seller’s Completion Cash Payment Amount as set out in the Consideration Schedule to the Paying Agent’s Bank Account, less any amounts agreed to be deducted under Clause 3.5(c) and/or 3.5(d) (as applicable).; (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3Clause 6.3, shall be delivered by Buyer to Seller LMC (or its designee) on behalf of and at the Closing by wire transfer direction of immediately available funds the Buyer) shall issue and allot to the account specified Institutional Seller and each Management Seller such Seller’s Determined Share Consideration free from Encumbrances (other than Encumbrances directly resulting from the requirements of the U.S. federal securities laws) and including the right to receive all dividends, distributions or any return of capital declared, paid or made by Seller (LMC on or its designee); provided, however that after the Cash date of issue and allotment of such Determined Share Consideration allocated to the Waiver pursuant applicable Seller, in accordance with Clause 7.2(c) and paragraph 2 of Schedule 4, less any amounts agreed to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designeededucted under Clause 3.5(d).; (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter if and to the Partnership’s transfer agent extent any Agreed Leakage Amount is in respect of any cash dividends, distributions, redemptions, return of capital or similar such payments (the or Taxes imposed thereon or with respect thereto) constituting Leakage under Clause 4.10(a), 4.10(b) and/or 4.10(n) (a “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “CertificatesCash Dividend Agreed Leakage Amount”), the Buyer and LMC shall deduct such Cash Dividend Agreed Leakage Amount from the Completion Cash Payment Amount payable to the Relevant Seller under Clause 3.5(a), which Instruction Letter in each case shall discharge the Relevant Seller’s obligation to make payment of such Cash Dividend Agreed Leakage Amount pursuant to Clause 4.2 to the extent of the deduction. If, for any Relevant Seller, the Cash Dividend Agreed Leakage Amount exceeds such Seller’s Completion Cash Payment Amount (which excess shall be equal to the full Cash Dividend Agreed Leakage Amount in the case of any Seller that does not have a form and substance reasonably acceptable Completion Cash Payment Amount), the Buyer may in its sole discretion elect: (i) that such Seller shall pay such excess in cash to both the Buyer within five Business Days following Completion; (ii) that the Buyer and LMC shall deduct such excess from such Seller.’s Determined Share Consideration (by converting the applicable Cash Dividend Agreed Leakage Amount into a number of shares of Series C Formula One Stock equal to quotient of (1) the applicable Cash Dividend Agreed Leakage Amount divided by (2) the Euro Share Price, rounded to the nearest share with amounts 0.5 and above rounded up); or (iii) any combination of sub-Clauses (i) or (ii); and (d) A portion save as provided in Clause 3.5(c) above and without double counting, the Buyer and LMC shall deduct from the Purchased Shares Consideration payable to each Relevant Seller under Clause 3.5(a) and/or 3.5(b) (as applicable) such Seller’s Agreed Leakage Amount (if anything), and such deduction shall be a reduction to the Purchased Shares Consideration payable to such Seller: (i) for each Non-Rolling Shareholder, (A) 25% of which, from such Non-Rolling Shareholder’s Determined Share Consideration (by converting the applicable Agreed Leakage Amount into a number of shares of Series C Formula One Stock equal to quotient of (1) the applicable Agreed Leakage Amount divided by (2) the Euro Share Price, rounded to the nearest share with amounts 0.5 and above rounded up); and (B) 75% of which, from such Non-Rolling Shareholder’s Completion Cash Payment Amount, (ii) for any Non-Rolling Shareholder with a remaining balance of Agreed Leakage Amount after giving effect to sub-Clause (i) above, (A) 100% of which, from such Non-Rolling Shareholder’s Completion Cash Payment Amount if such Non-Rolling Shareholder’s Determined Share Consideration is zero after giving effect to sub-Clause (i) above, and (B) 100% of which, from such Non-Rolling Shareholder’s Determined Share Consideration if such Non-Rolling Shareholder’s Completion Cash Payment Amount is zero after giving effect to sub-Clause (i) above, and (iii) for each Rollover Management Holder, 100% from such Rollover Management Holder’s Completion Cash Payment Amount, which in each case shall discharge the Relevant Seller’s obligation to make payment of such Agreed Leakage Amount pursuant to Clause 4.2 to the extent of the reduction. If, for any Relevant Seller, the Agreed Leakage Amount exceeds the sum of (1) such Seller’s Determined Share Consideration multiplied by the Euro Share Price, plus (2) such Seller’s Completion Cash Consideration Payment Amount (which excess shall be equal to the full Agreed Leakage Amount in the case of any Seller that does not have a Determined Share Consideration or Completion Cash Payment Amount), such Seller shall pay such excess in cash to the Buyer within five Business Days following Completion. 3.6 Each Seller irrevocably and unconditionally directs and authorises the Buyer to pay all cash amounts payable to it under this Agreement by the Buyer on the Completion Date to the Paying Agent’s Bank Account on its behalf, and the parties acknowledge and agree that receipt of such amounts into the Paying Agent’s Bank Account shall constitute an absolute discharge to the Buyer of the obligation to pay such amounts and the Buyer shall not be concerned to see to the application of any such amount thereafter. The Institutional Seller shall comply with any reasonable requests from the Buyer relating to the Paying Agent, including providing wire instructions, confirming receipt of $15,400,000 the Paying Agent Completion Wire, and assisting in obtaining any requested forms (including an applicable executed Internal Revenue Service Form W-8 or W-9 or successor form) or other supporting documentation from the Paying Agent. 3.7 Where any payment is made by any Seller in satisfaction of a liability arising under this Agreement, it shall to the extent lawful be treated by the Buyer and the Sellers as an adjustment to the Purchased Shares Consideration paid to such Seller in respect of its Purchased Shares. Any such payment to the Buyer or any of its Affiliates shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. made on an after-Tax basis. 3.8 Notwithstanding anything to the contrary in the Partnership Agreementcontained herein, the Partnership will not allocate any income Buyer may in its sole discretion elect to Seller with respect increase the total Initial Cash Consideration (to an amount equal to more than seventy-five (75) per cent. of the Consideration) and correspondingly reduce the amount of Initial Share Consideration (to an amount less than twenty-five (25) per cent. of the Consideration). Such election, if made, must be made by the Buyer in writing and notified to the incentive distribution rights waived Institutional Seller, the LX1 Seller and the Management Seller Representatives at least 10 Business Days prior to the Completion Date. Notwithstanding anything to the contrary contained herein, the Buyer shall increase the Initial Cash Consideration and correspondingly decrease the amount of Initial Share Consideration if, under any circumstances, the Consideration Shares would exceed 19.99% of the outstanding shares of capital stock of LMC, calculated in connection compliance with Rule 5635 of the listing rules of The Nasdaq Stock Market LLC. 3.9 The shares of Series C Formula One Stock issued pursuant to this Agreement will be issued in a transaction exempt from registration under the Securities Act (by reason of Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and/or Regulation S promulgated under the Securities Act) and therefore may not be re-offered or re-sold other than in conformity with the Waiver. (e) The portion registration requirements of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline Securities Act and such other applicable rules and regulations or pursuant to Treasury Regulations Section 1.707an exemption therefrom. The book-4(d)(2)(iientry interests representing the shares of Series C Formula One Stock issued pursuant to this Agreement to “accredited investors” as defined in Rule 501(a) under the Securities Act shall bear the following legend and shall be determined by Seller subject to stop transfer orders consistent with such legend: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. The certificates and reported consistently by book-entry interests representing the Partiesshares of Series C Formula One Stock issued pursuant to this Agreement to non-“accredited investors” shall bear the following legend and shall be subject to stop transfer orders consistent with such legend: THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OR EFFECTED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS, EVIDENCED BY DELIVERY TO THE ISSUER OF THE SECURITY OF A VALID OPINION OF COUNSEL TO THAT EFFECT. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

Consideration. (a) The aggregate Subject to the terms and conditions hereof, in reliance upon the representations and warranties of the Sellers set forth herein, and as consideration to be paid by or on behalf of Buyer for the LLC Interests assignment of the Management Rights and the Waiver shall be other covenants and obligations set forth herein, Purchaser agrees to tender to the Sellers as the purchase price hereunder (xI) FIVE MILLION EIGHT HUNDRED SIXTEEN THOUSAND DOLLARS ($5,816,000) (the "Initial Purchase Price"), and (II) the issuance of Deferred Payment (if any) with respect to each Center. The Initial Purchase Price (less the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid as follows: (i) $260,000,000 aggregate amount of "Individual Escrow Amounts" set forth on Exhibit A to the MIPA with respect to each Seller's sale of the Management Rights and (ii) AH Escrow Amount defined below) shall be payable to the Sellers at the Closing. The Deferred Payment with respect to any Center shall be paid to the Sellers at the end of the Payment Period (as defined in Consulting Agreement) for that Center. All payments due hereunder shall be made in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued by electronic wire transfer to Seller (or an Affiliate of Seller account designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price Sellers. No party will take any steps intended to delay collection of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”)Fees. (b) The Cash ConsiderationFrom the Initial Purchase Price, subject an amount equal to adjustment pursuant to Section 2.3, THREE HUNDRED THIRTY THREE THOUSAND THREE HUNDRED THIRTY THREE AND NO/100 DOLLARS ($333,333.00) (the "AH Escrow Amount") shall be withheld from delivery to the Sellers and, instead, be delivered by Buyer to Seller (or its designee) the Escrow Agent in cash at the Closing Closing, by wire transfer of immediately available funds funds, pursuant to the account specified Escrow Agreement substantially in the form of Exhibit 1.2(b) (the "Escrow Agreement") attached to this Agreement and incorporated into this Agreement by Seller (or its designee); provided, however reference. The Parties acknowledge and agree that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A AH Escrow Amount represents that portion of the Cash Consideration in Initial Purchase Price that is consideration for the amount Management Rights of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller Sellers with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion Thousand Oaks Center. If there shall have been a Successful Syndication of the Cash Consideration that qualifies for treatment as Thousand Oaks LLC on or before December 31, 2005, then within ten (10) days after the Successful Syndication, the Purchaser shall instruct the Escrow Agent to distribute the AH Escrow Amount to the Sellers. If there shall not have been a reimbursement for capital expenditures incurred Successful Syndication of the Thousand Oaks LLC on or before December 31, 2005, then all of the AH Escrow Amount shall be returned to the Purchaser, and Purchaser shall have no obligation hereunder to acquire Management Rights with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations the Thousand Oaks LLC and the Initial Purchase Price under Section 1.707-4(d)(2)(ii1.2(a) shall be determined by Seller and reported consistently deemed to have automatically been reduced by the Partiesamount of the AH Escrow Amount. As used herein, "Successful Syndication" means the closing of the sale of not less than sixty percent (60%) of the membership interests in the Thousand Oaks LLC to not fewer than fifteen (15) suitable purchasers (for this purpose, individual physician members of a "Physician Entity" (as defined in the Operating Agreement of the Thousand Oaks LLC) who are anticipated to use the Thousand Oaks Center as an extension of their practices will each be counted as an individual purchaser), all of whom must be acceptable to the Purchaser in such Purchaser's reasonable discretion.

Consideration. (a) The aggregate consideration SCHRÖDINGER shall pay to be paid DESIS for its provision of each Service an amount agreed upon from time to time by or on behalf SCHRÖDINGER and DESIS (payment by SCHRÖDINGER of Buyer for an amount with respect to a Service to conclusively evidence SCHRÖDINGER’S agreement to such amount). DESIS shall submit invoices to SCHRÖDINGER within [**] after the LLC Interests and the Waiver end of each quarter, which invoices shall be (x) substantially in the issuance form attached hereto as Schedule C, and SCHRÖDINGER shall pay each invoice from DESIS in full within [**] after SCHRÖDINGER’S receipt thereof. If SCHRÖDINGER requests explanation and/or evidence of the Profits Interest to Seller (or its designee) any amount appearing on an invoice from DESIS, DESIS and (y) $315,000,000 (clause (x) and (y) collectivelySCHRÖDINGER shall discuss in good faith what additional explanation and/or evidence, the “Purchase Price”)if any, subject to adjustment pursuant to Section 2.3, to shall be paid as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”)furnished; and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchangeprovided that, for the 10 trading days immediately preceding avoidance of doubt, DESIS shall have no obligation to furnish additional explanation and/or evidence if the announcement amount in question is not material (for the purposes of this sentence, individual line items in excess of $[**] shall be considered “material”). DESIS and SCHRÖDINGER agree that, until subsequently agreed otherwise/SCHRÖDINGER shall pay to DESIS an amount equal to [**] percent ([**]%) of all costs and expenses incurred by DESIS (either directly or indirectly through a Xxxx-Related Entity) in connection with the provision of such Service, as determined and allocated by DESIS in its reasonable discretion; provided that, unless SCHRÖDINGER agrees in writing in advance to reimburse specified travel expenses, SCHRÖDINGER shall have no obligation to reimburse DESIS for travel expenses in excess of the cost of economy class travel. Notwithstanding anything contained herein, but subject to Section 2(c) below, SCHRÖDINGER shall not be liable to pay DESIS for Services performed subsequent to the effective date of the transactions contemplated by any expiration or termination of this Agreement (the “HEP Common Unit 10-Day VWAP”)Agreement. (b) The Cash Considerationamount of any additional compensation and/or any reimbursements to be paid by SCHRÖDINGER for the Services, subject to adjustment pursuant to Section 2.3as well as the frequency and manner of any such payment, shall be delivered determined by Buyer to Seller (or its designee) at the Closing by wire transfer mutual agreement of immediately available funds to the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee)SCHRÖDINGER and DESIS. (c) The Unit Consideration In the event that either DESIS or SCHRÖDINGER requests a change in the amount or the type of Services to be provided under this Agreement, the Parties agree that they shall negotiate in good faith in such regard, including where applicable the appropriate modification of this Agreement (including Schedule A attached to this Agreement); provided that, in the event SCHRÖDINGER requests any change in the amount or type of Services that causes a material reduction in the personnel of DESIS allocated to provision of the Services, SCHRÖDINGER shall be paid responsible for paying DESIS an unwind fee as described in Section 2(e) below. For the purposes of this clause (c), a “material reduction” is defined as a reduction of [**] personnel (which reduction shall be approved by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter SCHRÖDINGER). Notwithstanding anything to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued contrary herein, SCHRÖDINGER shall not be responsible for an unwind fee in the name event that a material reduction is caused by a material breach of Seller this Agreement by DESIS. For the avoidance of doubt, (i) no unwind fee shall result from any material reduction initiated by DESIS or its designee another Xxxx-Related Entity (the “Certificates”other than SCHRÖDINGER or a Schrödinger-Related Entity), which Instruction Letter shall and (ii) additional unwind fees are payable in the event of subsequent material reduction(s) in personnel. Notwithstanding the foregoing, SCHRÖDINGER makes no promise or representation as to the amount or type of Services to be in a form and substance reasonably acceptable to both Buyer and Sellerdesired or required over time from DESIS by SCHRÖDINGER under this Agreement. (d) A portion of the Cash Consideration in the amount of $15,400,000 Notwithstanding Section 1(c) above, SCHRÖDINGER shall be allocated pay DESIS for any Services provided by DESIS according to the Waiver and treated as a cash distribution terms hereof, even if not accepted by the Partnership SCHRÖDINGER, unless SCHRÖDINGER provides notification to HEP Logistics Holdings, L.P. Notwithstanding anything DESIS of SCHRÖDINGER’s determination not to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiveraccept such Services before DESIS commences provision of such Services. (e) The portion For the purposes of this Agreement, any “unwind fee” shall be calculated as the amount equal to [**] percent ([**]%) (or such other amount as has been agreed upon by SCHRÖDINGER and DESIS as set forth in clause (a) of this Section 2) of the Cash Consideration salary(ies) of the personnel being reduced for a period of [**]; provided that qualifies for treatment as a reimbursement for capital expenditures incurred (i) in the case of termination of this Agreement, whether by SCHRÖDINGER or by DESIS, the personnel being reduced shall include all personnel of DESIS allocated to the provision of the Services; and (ii) no unwind fee shall be required with respect to Seller’s interest in UNEV Pipeline pursuant personnel who shall remain employed by any Xxxx-Related Entity (other than SCHRÖDINGER or a Schrödinger-Related Entity) upon discontinuance of their allocation to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the PartiesServices).

Consideration. (a) The aggregate In consideration of the sale, assignment and transfer of the Transferred Assets and the rights and agreements under Sections 2.6 and 2.9, subject to the terms and conditions of this Agreement, on the Closing Date, TRM or the Purchasing Insurers will pay or cause to be paid by to CPRE or on behalf of Buyer for the LLC Interests and the Waiver shall be any Affiliate thereof, as CPRE may direct, an aggregate amount equal to $16,000,000 (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3and CPRE or any Affiliate thereof, to as applicable, will accept and acknowledge receipt of the Purchase Price. The Purchase Price shall be paid as follows: (i) $260,000,000 by wire transfer in immediately available funds (the “Cash Consideration”); and (iito an account(s) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (CPRE prior to the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”)Closing Date. (b) The Cash ConsiderationAs further consideration, subject to adjustment pursuant to the Parties shall respectively deliver those closing deliveries set forth in Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer 2.5 of immediately available funds to the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee)this Agreement. (c) Subject to receipt of all Required Approvals, CPRE shall cause the Selling Insurers to pay, to TRM an amount equal to 2.5% of the unearned premium reserve attributable to all Insurance Contracts that were in-force as of the Closing Date (the “UPR Fee”). The Unit Consideration UPR Fee shall be paid by the Partnership, on behalf of Buyer, in four equal quarterly payments commencing at the end of the first calendar quarter following the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and SellerDate. (d) A portion Not later than 120 days following the Closing Date, TRM shall provide to CPRE a proposed allocation of the Cash Consideration Purchase Price and the Assumed Liabilities (collectively, the “Allocable Amount”) among the Transferred Assets. The proposed allocation shall be prepared in a manner consistent with section 1060 of the Code. For purposes of such allocation, the Assumed Liabilities included in the amount of $15,400,000 Allocable Amount shall be allocated the assumed liabilities as determined for U.S. federal income tax purposes. CPRE will have ten (10) Business Days from the receipt of the proposed allocation to notify TRM if CPRE disputes the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreementproposed allocation. If TRM has not received notice of any such dispute within such ten (10) Business Day period, the Partnership proposed allocation will not allocate any income become final and binding on the Parties (the “Allocation Schedule”). If, however, CPRE has delivered notice of such a dispute to Seller TRM within such ten (10) Business Day period, TRM and CPRE shall discuss their differences with respect to the incentive distribution rights waived proposed allocation and attempt in connection with good faith to resolve such differences. If the Waiver. Parties are unable to resolve such differences within ten (e10) The portion Business Days of the Cash Consideration delivery of the notice of dispute, then Ernst & Young (the “Tax Dispute Accountant”) shall be engaged to resolve such dispute; provided, that qualifies such dispute shall be resolved in favor of TRM unless the Tax Dispute Accountant determines that there is no reasonable basis for treatment as a reimbursement for capital expenditures incurred TRM’s position. The allocation determined by the Tax Dispute Accountant shall become the Allocation Schedule and will be final and binding on the Parties. The fees and expenses of the Tax Dispute Accountant shall be borne equally by TRM and CPRE. CPRE, TRM and the Purchasing Insurers shall prepare and file all returns and reports with respect to SellerTaxes, including Internal Revenue Service Form 8594 (and any replacement or successor form), in a manner consistent with the Allocation Schedule; provided that TRM’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.Purchasing Insurers’ cost may differ from the Allocable Amount to

Consideration. (a) The aggregate As consideration to be paid by or on behalf of Buyer for the LLC Interests sale, transfer, assignment, conveyance and delivery of the Waiver Purchased Assets, Purchasers shall be assume the Assumed Liabilities and shall pay Sellers an amount equal to Five Million Five Hundred Thousand Dollars (x$5,500,000) less the amount by which (i) the issuance of Estimated NABSV (as defined below) based on the Profits Interest to Seller Estimated Closing Date Balance Sheet (or its designeeas defined below) is less than the Target NABSV (as defined below), and (yii) $315,000,000 the amount by which the Closing Date NABSV (clause as defined below) based on the Closing Date Balance Sheet (xas defined below) and is less than the Estimated NABSV (y) collectivelyas so adjusted, the “Purchase Price”), subject to adjustment pursuant to Section 2.3as set forth herein, to be paid as follows: (i) On the Closing Date, the Purchasers shall pay Four Million Nine Hundred Thousand Dollars ($260,000,000 in 4,900,000) of the Purchase Price to the Sellers (the “Closing Payment”), less the amount by which the Estimated NABSV is less than the Target NABSV, which shall be paid by cash and/or wire transfer of immediately available funds into an account designated by the Sellers; (ii) On or prior to the Adjustment Date (as hereinafter defined), in order to satisfy any amounts which the Sellers may be required to deliver to the Purchasers as a result of a deficiency in the NABSV pursuant to the terms hereof and pursuant to Sections 2.4(a)(ii), 2.4(a)(iii) and 6.10 hereof, Two Hundred Fifty Thousand Dollars ($250,000) of the Purchase Price (the “Cash ConsiderationInitial Escrowed Funds”)) shall be deposited by the Purchasers into an escrow account maintained by Seller’s counsel (the “First Escrow Account”) until the later of (1) the Closing Date NABSV shall have been determined and a deficiency in the NABSV shall have been paid, (2) any amount of Returned Receivables shall have been paid from the Escrow Account to the Purchasers, and (3) any amounts payable to the Purchasers pursuant to Section 2.4(a)(iii) shall have been so paid, and any remaining amount of the Initial Escrowed Funds shall be paid to the Sellers; and (iiiii) On or prior to the Adjustment Date, the Purchasers shall deposit an additional Three Hundred Fifty Thousand Dollars ($55,000,000 in 1,029,900 Common Units 350,000) of the Purchase Price (the “UnitsAdditional Escrowed Funds” and, together with the Initial Escrowed Funds, the “Escrowed Funds”) issued to Seller (or an Affiliate of Seller designated into a second escrow account maintained by Seller) ’s counsel (the “Unit ConsiderationSecond Escrow Account” and, together with the First Escrow Account, the “Escrow Account”), which valuation is based upon subject to delivery by the volume-weighted average price Sellers to the Purchasers of the Partnership’s Common Unitsconsents to assignment listed on Schedule 2.4(a)(iii) (each, a “Consent”), in a form reasonably acceptable to the Purchasers, and payment in full of all amounts otherwise payable to the Purchasers pursuant to Section 2.4(a)(ii) hereof. For each Consent received by the Purchasers as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated Adjustment Date, and for each Consent received by this Agreement the Purchasers following the Adjustment Date but prior to the Consent Delivery Date (as defined below), the Additional Escrowed Funds, to the extent remaining, shall be paid to the Sellers in an amount equal to the amount set forth opposite each such Consent on Schedule 2.4(a)(iii). The remainder of the Escrowed Funds, if any, shall be held in escrow until the earlier of: (x) the receipt of all remaining Consents by the Purchasers; or (y) ninety (90) days after the Closing Date (the “HEP Common Unit 10-Day VWAPConsent Delivery Date”). ; provided, that, (b1) The Cash Considerationif the Purchasers have not received all Consents as of the Consent Delivery Date, subject any Escrowed Funds allocated to adjustment such Consents as set forth on Schedule 2.4(a)(iii), if any, shall be paid to the Purchasers, (2) any amounts due to the Purchasers with respect to a deficiency in the NABSV pursuant to Section 2.3, 2.4(a)(ii) in excess of the Initial Escrow Funds shall be delivered by Buyer paid to Seller the Purchasers from the Additional Escrowed Funds, (3) if any amounts due to the Purchasers pursuant to Sections 2.4(a)(ii) or its designee(iii) at are in excess of the Closing amount of the remaining Escrowed Funds, the Sellers shall pay such excess to the Purchasers on the Adjustment Date or the Consent Delivery Date, as applicable, by wire transfer of immediately available funds funds, cashier’s check or certified check, and (4) if any Escrow Funds are required to be paid to the account specified by Seller (or its designee); providedPurchasers from the Additional Escrow Funds as a result of a deficiency in NABSV, however that the Cash Consideration allocated any funds which otherwise would be payable to the Waiver pursuant to Sellers under Section 2.2(d2.4(a)(iii) below shall will be delivered to HEP Logistics Holdings, L.P. (or its designee)reduced accordingly. (civ) The Unit Consideration Escrowed Funds shall be paid by held in accordance with the Partnership, on behalf of Buyer, at terms and conditions set forth in the Closing by delivery of a letter to the Partnership’s transfer agent escrow agreement attached hereto as Exhibit 2.4(a)(iv) (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “CertificatesEscrow Agreement”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate consideration At the Closing, and subject to be paid by or on behalf the terms and conditions of Buyer this Agreement and the entry and effectiveness of the Sale Order, in exchange for the LLC Interests sale, assignment, transfer, conveyance and the Waiver shall be (x) the issuance delivery by Sellers of the Profits Interest to Seller Transferred Assets, Buyer shall provide the consideration (or its designeethe “Consideration”) and consisting of cash in the amount of $110,000,000.00 (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment and such amount, less the sum of (a) the Customer Holdback Amount (which shall be retained by Buyer and administered pursuant to Section 2.34.3), (b) the aggregate amount of any unpaid and outstanding DIP Facility (as defined in the Final DIP Financing Order) (whether or not then due and owing), including the principal and interest balance thereof (which amount will be offset against the aggregate amount of any unpaid and outstanding DIP Facility (as defined in the Final DIP Financing Order) in satisfaction thereof), (c) any fees, costs or expenses provided for under the Final DIP Financing Order (including those due upon Closing), including any fees, costs and expenses owed to counsel or advisors to Buyer under the Final DIP Financing Order to the extent not previously paid by Sellers prior to the Closing (which amounts shall be paid to such account or accounts as follows: such payees shall specify to Buyer), (id) $260,000,000 any portion of the HSR Filing Fee that remains unsatisfied by Sellers pursuant to Section 8.2(c), if any, as of immediately prior to the Closing, and (e) the amount of the Cure Costs specified in immediately available funds the Sale Order to the extent not previously paid by Sellers prior to the Closing (which amount shall be paid to the recipients of Cure Costs specified in the Sale Order to satisfy all Cure Costs, in each case, pursuant to the payment instructions contained in the Cure Cost and Deferred Revenue Certificate or, as applicable, the Sale Order) (such net amount, the “Closing Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) . The Closing Cash Consideration, subject to adjustment pursuant to Section 2.3, Consideration shall be delivered by Buyer to Seller (or its designee) payable at the Closing by wire transfer of immediately available funds to the an account specified designated by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee)Sellers. (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth and as consideration to be paid by or on behalf of Buyer for the LLC Interests sale and the Waiver shall be (x) the issuance purchase of the Profits Interest to Seller Purchased Assets, at the Closing, Purchaser shall purchase the Purchased Assets and shall assume the Assumed Liabilities for $10,500,000 (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) Upon execution of this Agreement, Purchaser shall deliver to Young Xxxxxxx Stargatt & Xxxxxx, LLP, as escrow agent (the “Escrow Agent”), a deposit (the “Deposit”) in the sum of $500,000. The Cash Consideration, subject to adjustment pursuant to Section 2.3, Deposit shall be delivered held by Buyer the Escrow Agent and shall be placed in an interest-bearing escrow account in accordance with the terms of the Escrow Agreement. All fees related to Seller the Escrow Agent shall be paid one-half by Purchaser and one-half by Sellers. (or its designeec) at At the Closing Closing: (i) Purchaser shall pay to the Company by wire transfer of immediately available funds an amount equal to (A) the account specified by Seller Purchase Price less (or its designee); provided, however that B) the Cash Consideration allocated to the Waiver pursuant to Section 2.2(dDeposit (and all interest thereon) below shall be delivered to HEP Logistics Holdings, L.P. less (or its designee). (cC) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent $$600,000 (the “Instruction LetterHoldback Amount”); (ii) irrevocably instructing such transfer agent Purchaser and the Company shall direct the Escrow Agent to deliver certificates representing the Unit Consideration issued Deposit (and all interest thereon) to the Company; (iii) Purchaser shall pay the Assumed Cure Amounts to the Company; and (iv) the Company shall pay any cure amounts in excess of the name Assumed Cure Amounts out of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and SellerPurchase Price proceeds. (d) A portion The Holdback Amount shall be retained by Purchaser to serve as security for Sellers’ obligations to make indemnity payments to Purchaser pursuant to Article XI. The Holdback Amount will accrue interest at the Prime Rate and will be paid to the Company or retained by Purchaser as set forth in Section 2.03(c). On the date which is six (6) months following the Closing Date (the “Release Date”), the remainder of the Cash Consideration in Holdback Amount, if any, plus all accrued interest thereon will be released by Purchaser to the Company; provided, however, that, if prior to the Release Date, Purchaser gives notice of a claim or claims for indemnification pursuant to Article XI, then (i) if any such claim is resolved prior to the Release Date, by judicial determination or otherwise, any sums due Purchaser shall be retained by Purchaser and shall not be released to the Company or (ii) if any such claim is not resolved prior to the Release Date, the amount of $15,400,000 such claim shall be allocated to the Waiver and treated retained by Purchaser as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion part of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the PartiesHoldback Amount until such claim is resolved.

Consideration. (a) The On the terms and subject to the conditions herein, the aggregate consideration for the Stock Purchase (the "Purchase Price") shall be: (i) Cash in an amount equal to the sum of: (A) the DIP Amount, less the amounts thereof that are due or payable to Purchaser as a lender under the DIP Loan Agreement; (B) the amount of unpaid Reimbursable Professional Fees (which amount shall be paid to the Professionals pursuant to the Plan); (C) the First-Lien Debtholder Cash Amount to be paid distributed to First-Lien Debtholders by or on behalf of Buyer wire transfer to accounts designated for this purpose by the LLC Interests and Persons entitled to such distributions pursuant to the Waiver shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”)Plan, subject to adjustment pursuant for any First-Lien Adjustment; (D) an amount equal to the lesser of the Excess Amount and the amount of Excluded Liabilities; and (E) subject to Section 2.3, an amount equal to the First-Lien Adjustment and Second-Lien Adjustment, if any, to be paid as follows:hereafter provided to the Persons entitled thereto in respect of any Shareholder Liability. (iii) $260,000,000 Purchaser's and its Affiliates' release of their rights to recovery under the Plan in immediately available funds respect of the Contributed First-Lien Debt pursuant to the delivery of a duly executed instrument of acceptance of the Plan in substantially the form of Exhibit F; (iii) Parent Notes in the “Cash Consideration”)amount of the First-Lien Debtholder Note Amount to be distributed to the First-Lien Debtholders as provided in the Plan, subject to adjustment for any First-Lien Adjustment; and (iiiv) $55,000,000 Parent Notes in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price amount of the Partnership’s Common UnitsSecond-Lien Debtholder Note Amount, to be distributed to Second-Lien Debtholders as quoted on provided in the New York Stock ExchangePlan, subject to adjustment for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10any Second-Day VWAP”)Lien Adjustment. (b) The Cash ConsiderationAs provided in the Plan, subject to adjustment pursuant to Section 2.3from and after the Effective Date, the Debtors shall be delivered by Buyer to Seller (or its designee) at pay, and following the Closing by wire transfer of immediately available funds Parent shall cause the Debtors to the account specified by Seller (or its designee); providedpay, however that the Cash Consideration allocated all other amounts required to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter them pursuant to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and SellerPlan. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. The purchase price (the "Purchase Price") for the Company Capital Stock and for the Non-Competition Agreements (as defined below) shall consist of the following: (a) The aggregate consideration An amount in cash equal to be paid by or on behalf of Buyer for $45,500,000 (the LLC Interests and the Waiver shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”"Cash Consideration"), subject to post-closing adjustment pursuant to as set forth in Section 2.31.3 below, from which amount the Indemnity Escrow Amount (as defined below), Sellers' Phase I Costs (as defined below), $7,294,537.04 to be paid as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate Bank of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price America on behalf of the Partnership’s Common UnitsSellers, and $1,041,213.32 to be paid to Xxxxxx Xxxxxx on behalf of Sellers shall be deducted as quoted on the New York Stock Exchange, provided for the 10 trading days immediately preceding the announcement date of the transactions contemplated by below in this Agreement (the “HEP Common Unit 10-Day VWAP”).Section 1.2; (b) The At the Closing, Purchaser shall withhold *** (the "Indemnity Escrow Amount") from the Cash Consideration, subject to adjustment Consideration and deposit the Indemnity Escrow Amount into escrow as collateral for the indemnification obligations of the Sellers under Article IX hereof pursuant to Section 2.3, shall the provisions of the Indemnity Escrow Agreement substantially in the form of Exhibit A attached hereto (the "Indemnity Escrow Agreement") to be delivered by Buyer to Seller (or its designee) entered into at the Closing by wire transfer of immediately available funds to and among Purchaser, the account specified by Seller Sellers and the escrow agent named therein (or its designeethe "Indemnity Escrow Agent"); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee).; (c) The Unit Consideration At the Closing, Purchaser shall deposit $4,000,000 (the "EBITDA Escrow Amount") into the EBITDA Escrow Amount into escrow pursuant to the provisions of the EBITDA Escrow Agreement substantially in the form of Exhibit B attached hereto (the "EBITDA Escrow Agreement") to be paid by the Partnership, on behalf of Buyer, entered into at the Closing by delivery of a letter to and among Purchaser, the Partnership’s transfer Sellers and the escrow agent named in the EBITDA Escrow Agreement (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”"EBITDA Escrow Agent"), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller.; (d) A portion The Contingent Earn-Out Payments (as defined below), subject to the fulfillment of the Cash Consideration conditions specified in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver.Section 1.4 hereof; and (e) The portion number of restricted UTi Ordinary Shares (the Cash Consideration that qualifies for treatment "Earn-Out Advance Shares") valued at $3,000,000 at the Closing based on the Trading Price (the "Earn-Out Advance") as a reimbursement non-refundable advance to be applied against the Contingent Earn-Out Payments. The stock certificates for capital expenditures incurred with respect the Earn-Out Advance Shares are to Seller’s interest be held in UNEV Pipeline pursuant to Treasury Regulations pledge as provided for in Section 1.707-4(d)(2)(ii6.17(g) shall be determined by Seller and reported consistently by the Partiesbelow.

Consideration. (a) The aggregate consideration to be paid by or on behalf of Buyer for the LLC Interests and the Waiver shall be Assets (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”) will be (i) Two Million Eight Hundred Thousand dollars ($2,800,000), subject to adjustment pursuant as provided in Section 2.3(b) (the “Closing Cash Payment”), (ii) plus the Earn-Out Amount, if any, (iii) minus the US Tobacco Refund Amount, if any, (iv) plus the assumption of the Assumed Liabilities. In accordance with Section 2.8(b), at the Closing, the Closing Cash Payment of the Purchase Price shall be delivered by Buyer to Section 2.3Sellers by wire transfer of immediately available funds. The Earn-Out Amount, to if any, shall be paid by Buyer to Parent in accordance with Section 2.9 and the US Tobacco Refund Amount, if any, shall be paid by Sellers to Buyer in accordance with Section 2.10. (b) The Purchase Price shall be adjusted as follows: (i) $260,000,000 in immediately available funds Five days prior to the Closing Date, the Sellers shall deliver to the Buyer the latest statement from Administaff, Inc., the Parent’s payroll firm (“Administaff”), which statement shall include the Liabilities for vacation for the Transferred Employees accrued as of the date of such statement (the “Estimated Accrued Vacation”) and which shall be substantially in the form set forth in the Seller Disclosure Letter. If the Estimated Accrued Vacation is less than the vacation accrual for the Transferred Employees set forth on the Balance Sheet Statement, then the Closing Cash Consideration”); andPayment to be paid by the Buyer at the Closing shall be decreased by an amount equal to such shortfall. If the Estimated Accrued Vacation is greater than the vacation accrual for the Transferred Employees set forth on the Balance Sheet Statement, then the Closing Cash Payment shall be increased by an amount equal to such excess. (ii) $55,000,000 in 1,029,900 Common Units As promptly as practicable, but no later than 30 calendar days after the Closing Date, the Sellers shall cause Administaff to prepare and deliver to the Sellers and the Buyer a statement that includes the Liabilities for vacation for the Transferred Employees accrued as of the Effective Time (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit ConsiderationClosing Accrued Vacation”), which valuation shall be substantially in the form set forth in the Seller Disclosure Letter. If the Closing Accrued Vacation is based upon greater than the volume-weighted average price Estimated Accrued Vacation, then the Buyer shall pay to the Seller an amount equal to the difference between the Estimated Accrued Vacation and the Closing Accrued Vacation within five Business Days after delivery of the Partnership’s Common Unitsstatement of Closing Accrued Vacation to the Buyer and the Sellers, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at and if the Closing by wire transfer of immediately available funds to Accrued Vacation is less than the account specified by Seller (or its designee); providedEstimated Accrued Vacation, however that then the Cash Consideration allocated to the Waiver pursuant to $50,000 amount set forth in Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii2.9(b)(ii) shall be determined deemed increased by Seller and reported consistently by an amount equal to such shortfall. If the PartiesFinal Accrued Vacation is equal to the Estimated Accrued Vacation, then no adjustment shall be made.

Consideration. (a) The Subject to adjustment under Sections 1.2(b) and 1.5, the aggregate consideration to be paid at the Closing by or on behalf the Purchaser to the Sellers for all of Buyer for the LLC Purchased Interests and the Waiver shall be cash in an amount (as adjusted pursuant to Sections 1.2(b), and 1.5, the "PURCHASE PRICE") equal to the product of (x) the issuance excess of (i) $145,000,000 OVER (ii) the aggregate principal amount of, together with all accrued and unpaid interest, premiums, penalties and other fees and charges payable on, the consolidated Indebtedness of the Profits Interest to Seller Company and its Subsidiaries outstanding as of the close of business on the Closing Date, including the items of such Indebtedness listed on ANNEX H-1 (or its designeethe "ASSUMED INDEBTEDNESS AMOUNT"), excluding the aggregate principal amount of, together with all accrued and unpaid interest, premiums, penalties and other fees and charges payable on, the items of Indebtedness listed on ANNEX H-2 (the "EXCLUDED INDEBTEDNESS") and (y) $315,000,000 (clause (x) and (y) collectively, 63.60%. The amount of the “Estimated Purchase Price”), subject to adjustment pursuant to Section 2.3, Price to be paid as follows: (i) $260,000,000 at the Closing by the Purchaser to each Seller shall be equal to the amount directed in immediately available funds (writing by the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (Sellers' Representative prior to the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”)Closing Date. (b) The Cash ConsiderationNot less than two Business Days prior to the Closing Date, subject the Sellers' Representative shall cause to adjustment pursuant be prepared and delivered to Section 2.3, shall be delivered the Purchaser a certificate signed by Buyer to Seller (or its designee) the Sellers' Representative setting forth in reasonable detail the estimated Purchase Price payable at the Closing by wire transfer (the "ESTIMATED PURCHASE PRICE") based on (i) an estimate of immediately the Assumed Indebtedness Amount and (ii) an estimate of the Closing Cash Amount (as defined in Section 1.5), in each case, determined in accordance with Section 1.5(a) as if such amounts were the final amounts, but based on the Sellers' Representative's review of the financial information then reasonably available funds to the account specified by Seller (or Sellers' Representative and inquiries of personnel responsible for the preparation of the financial information of the Company and its designee); provided, however that Subsidiaries in the Cash Consideration allocated ordinary course. The determination of the Estimated Purchase Price shall be subject to the Waiver pursuant approval of the Purchaser at least one Business Day prior to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”)Date, which Instruction Letter approval shall not be in a form and substance reasonably acceptable to both Buyer and Sellerunreasonably withheld or delayed. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate Subject to the adjustment described in Section 1.3, the total consideration to be paid by or on behalf of Buyer for the LLC Interests Assets and the Waiver Restrictive Covenant Agreement shall be an aggregate of Seventy-Two Million Two Hundred and Fifty Thousand Dollars (x$72,250,000) (such aggregate amount referred to herein as the issuance of the Profits Interest “Aggregate Consideration” and such amount, as adjusted pursuant to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectivelySection 1.3, referred to herein as the “Purchase Price”), subject which shall be allocated among the Assets as provided in Section 1.8, a portion of which shall be allocated to adjustment pursuant the Restrictive Covenant Agreement in the aggregate amount set forth in Section 1.2(b)(iii) below and a portion of which shall be allocated to Section 2.3satisfying Buyer’s obligations under the Seller’s real property leases as provided for in the Transition Agreement, to excluding the Assigned Leases. (b) At the Closing, the Aggregate Consideration shall be paid payable as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing A cash payment by wire transfer of immediately available funds to such account or accounts as Parent shall designate in the account specified by Seller aggregate amount of Aggregate Consideration Seventy-One Million Dollars (or its designee); provided, however that $71,000,000) less any adjustment calculated and payable in the Cash Consideration allocated to the Waiver pursuant to manner provided in Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee1.3(a). (cii) The Unit Consideration Cash payments by wire transfer of immediately available funds to such account or accounts as Parent shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued designate in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the aggregate amount of One Million Dollars ($15,400,000 1,000,000) which shall be allocated to the Waiver Restrictive Covenant Agreement as set forth in the Allocation Schedule or Revised Allocation Schedule, as the case may be. The Parties acknowledge and treated as agree that within a cash distribution by reasonable time after the Partnership Closing Date Buyer may engage a third party evaluation firm (the “Third Party Evaluator”) to HEP Logistics Holdings, L.P. Notwithstanding anything evaluate the amount of Aggregate Consideration allocated to the contrary Restrictive Covenant Agreement herein; provided, however, that Parent shall have the right to approve the Third Party Evaluator, such approval not to be unreasonably withheld or delayed. If Buyer and the Third Party Evaluator determine that the amount allocated to the Restricted Covenant Agreement should be adjusted, then such allocation amount shall be adjusted on the Revised Allocation Schedule (as defined in Section 1.8). (iii) A cash payment by wire transfer of immediately available funds to such account or accounts as Parent shall designate, in the Partnership Agreementamount of Two Hundred and Fifty Thousand Dollars ($250,000), the Partnership will not allocate any income to Seller which shall satisfy Buyer’s obligations with respect to the incentive distribution rights waived real property leases as provided for in connection with the WaiverTransition Agreement, excluding the Assigned Leases. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. 3.1 The Purchaser agrees to pay to the Vendor, at Completion, an aggregate purchase price of US$194,700,000 (athe "CONSIDERATION") in full consideration of the purchase of the Sale Shares, the Japan Shares, the Taiwan Shares and the Newco Shares by the Purchaser. The aggregate consideration Parties agree that the portion of the Consideration allocable to the Japan Shares, the Taiwan Shares and the Newco Shares shall be based on the net book value of LTK Japan, LTK Taiwan and LTK Newco International, respectively, on the date of this Agreement, as such allocation may be subsequently modified by mutual agreement of the Purchaser and the Vendor prior to Completion. 3.2 At Completion, the Purchaser shall pay the Consideration (and with respect to Clause 3.2.2 the Vendor shall apply the Consideration) in the following manner: 3.2.1 an amount equal to the sum of 5% of the Consideration (being US$9,735,000) (the "RETAINED CONSIDERATION") shall be paid by or on behalf of Buyer for to Citibank N.A. (Hong Kong Branch) acting as escrow agent (the LLC Interests and the Waiver shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”"ESCROW AGENT"), subject to adjustment pursuant to Section 2.3, to be paid as follows: (i) $260,000,000 in by way of a delivery or deposit of bankers' draft or wire transfer of immediately available funds (as Purchaser may elect) into an escrow account to be held and administered by the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units Escrow Agent (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”"ESCROW ACCOUNT"), which valuation is based upon with the volume-weighted average price Escrow Agent to retain the Retained Consideration in escrow in accordance with the terms of the Partnership’s Common Units, as quoted on Escrow Agreement; 3.2.2 an amount equal to the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, Bank Debt Payoff Amount shall be delivered paid by Buyer to Seller (or its designee) at the Closing by way of wire transfer of immediately available funds to such bank account as the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated Vendor may specify in writing to the Waiver pursuant Purchaser (such notification by the Vendor of such bank account to Section 2.2(dbe given at least 2 Business Days prior to the Completion Date), and the Vendor shall procure that such monies are immediately applied to pay off and discharge all Bank Debt in full; and 3.2.3 upon the presentation of to the Purchaser of the Bank Debt Payoff Evidence, the remainder of the Consideration (after subtraction of the Retained Consideration and the Bank Debt Payoff Amount) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by way of (i) bankers' drafts drawn on a licensed bank in Hong Kong in favour of the Partnership, on behalf Vendor or (ii) wire transfer of Buyer, at immediately available funds to such bank account as the Closing by delivery of a letter Vendor may specify in writing to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated Purchaser at least 2 Business Days prior to the Waiver and treated as a cash distribution Completion Date (such notification by the Partnership Vendor of such bank account to HEP Logistics Holdings, L.P. Notwithstanding anything be given at least 2 Business Days prior to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the WaiverCompletion Date). (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate consideration for the Acquired Assets will be (i) Thirty-Five Million Dollars ($35,000,000), plus (ii) the assumption of the Assumed Liabilities, plus (iii) any amount payable or paid to Sellers under the Financing Escrow Agreement, plus (iv) an amount equal to 80% of the Net Receivable as of the Closing Date, with a good faith estimate of the Net Receivable to be paid provided by or on behalf of Buyer for the LLC Interests and the Waiver shall be Sellers within five (x5) the issuance of the Profits Interest Business Days before Closing, subject to Seller a true-up within thirty (or its designee30) and Business Days after Closing (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”). Sellers shall pay Buyer in cash an amount equal to 80% of the overage in the Net Receivable used in determining the Purchase Price within five (5) Business Days after such true-up, subject and Buyer shall pay Sellers in cash an amount equal to adjustment pursuant to 80% of any short fall in the net Receivable used in determining the Purchase Price within five (5) Business Days after such true-up. In accordance with Section 2.3, to be paid as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”2.7(b), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, Purchase Price shall be delivered by Buyer to Seller Sellers as follows: (or its designee1) at the Closing Closing, Three Million Five Hundred Thousand Dollars ($3,500,000) of the Purchase Price by wire transfer of immediately available funds to the account specified Escrow Agent to be deposited into the Escrow Fund, (2) at the Closing, a portion of the Purchase Price by Seller (or its designee); providedwire transfer to Noteholders for the benefit of Sellers to redeem and retire in full all of the Convertible Notes, however that the Cash Consideration allocated with specific delivery instructions as to the Waiver pursuant amount and payee of such amounts to Section 2.2(dbe provided by Sellers no later than two Business Days before Closing, (3) below shall be delivered at or prior to HEP Logistics Holdingsthe Closing, L.P. any funds that are payable or paid to Sellers as described in clause (or its designeeiii) above, (4) at the Closing, the balance of the cash portion of the Purchase Price by wire transfer to Sellers (the “Cash Amount”), and (5) at the Closing, the balance of the Purchase Price by the execution and delivery of the Assumption Document. (cb) The Unit Consideration shall be paid by Following the PartnershipClosing, on behalf of Buyer, at the Closing by delivery of a letter if and to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued extent that Buyer collects any money in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion payment of the Cash Consideration in International Accounts Receivable outstanding as of the amount Closing, then Buyer shall pay to Sellers 50% of $15,400,000 such amounts as are actually collected by Buyer. Buyer will aggregate collections that are made during each calendar month and shall be allocated remit to Sellers 50% of the Waiver collections for the prior month within 15 days after each month end. Buyer is not guaranteeing the collectibility of any International Accounts Receivable and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will shall not allocate owe Sellers any income to Seller duties with respect to the incentive distribution rights waived in connection with the WaiverBuyer’s collection activities. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate In consideration to be paid by or on behalf of Buyer for the LLC Interests and Acquired Interests, Purchaser shall pay an aggregate amount equal to the Waiver shall be (x) sum of $85,000,000, subject to the issuance of the Profits Interest to Seller (or its designeeadjustments in Section 2.4(a), Section 5.2(d) and Section 5.14(c) (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid payable as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”)described below. (b) Upon execution of this Agreement, Purchaser shall deliver $5,000,000 in cash (the “Deposit”) to JPMorgan Chase Bank, NA, as escrow agent (the “Escrow Agent”) to be held by Escrow Agent in an interest bearing account (the “Deposit Escrow Account”) in accordance with the terms of this provision and the Deposit Escrow Agreement, dated as of the date hereof, among Newpark, Purchaser and Escrow Agent, in the form attached hereto as Exhibit A (the “Deposit Escrow Agreement”). The Cash ConsiderationDeposit shall be distributed to Newpark and credited to the Purchase Price at Closing, subject to adjustment or if this Agreement is terminated pursuant to Section 2.39.1, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds to the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver distributed pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee)9.3. (c) The Unit Consideration shall be paid by Newpark agrees that the Partnership, on behalf sum of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent $6,112,500 (the “Instruction LetterHoldback Funds”) irrevocably instructing such transfer agent otherwise payable to deliver certificates representing Newpark as part of the Unit Consideration issued in Purchase Price at Closing shall be delivered by Purchaser to the name of Seller or its designee Escrow Agent pursuant to an escrow agreement mutually acceptable to Newpark, Purchaser and the Escrow Agent (the “CertificatesHoldback Escrow Agreement”) to be held by the Escrow Agent in an interest bearing account (the “Holdback Escrow Account”) as required by the terms of the Holdback Escrow Agreement and this provision. Newpark shall be entitled to all interest earned on the Holdback Escrow Account except as specifically provided in this Section 2.2(c). The Holdback Funds shall be applied towards any claims made by a Purchaser Indemnified Party pursuant to Article X below and in accordance with the terms of the Holdback Escrow Agreement. The Purchaser Indemnified Parties shall first seek reimbursement for any Losses for which they are entitled to receive indemnification under this Agreement out of the funds deposited in the Holdback Escrow Account, pursuant to the terms of the Holdback Escrow Agreement, until such funds are exhausted or released from the Holdback Escrow Account. On the first anniversary of the Closing, the Holdback Amount shall be reduced to an amount equal to the lesser of: (i) $3,056,250, or (ii) the remaining funds held in the Holdback Escrow Account, and any amounts in excess of $3,056,250 shall be released to Newpark, unless prior to that date Purchaser advises the Escrow Agent and Newpark in writing that any claim for indemnification (each, a “Claim”) by any Purchaser Indemnified Party is pending. Any such notice shall specify the total amount of the pending Claim(s). If such notice is timely received by the Escrow Agent, the Escrow Agent shall release only that part of the Holdback Escrow Account that is eligible to be released pursuant to the preceding sentence that exceeds the total amount of any Claim(s) received, with the remaining funds to be held in the Holdback Escrow Account until such Claim(s) are resolved. On the second anniversary of the Closing, the remaining funds held in the Holdback Escrow Account shall be released to Newpark, unless any Claim(s) have been made and are not resolved, in which event the Escrow Agent shall release only that part, if any, of the Holdback Escrow Account that exceeds the total amount of unresolved Claim(s), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of with the Cash Consideration in the amount of $15,400,000 shall be allocated remaining funds relevant to the Waiver and treated as a cash distribution by the Partnership unresolved Claim(s) to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary be held in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiverescrow until such Claim(s) are resolved. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth and as consideration to be paid by or on behalf of Buyer for the LLC Interests sale and the Waiver shall be (x) the issuance purchase of the Profits Interest to Seller Purchased Assets, at the Closing, Purchaser shall purchase the Purchased Assets and shall assume the Assumed Liabilities for $12,900,000 (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) Upon execution of this Agreement, Purchaser shall deliver to Young Xxxxxxx Stargatt & Xxxxxx, LLP, as escrow agent (the “Escrow Agent”), a deposit (the “Deposit”) in the sum of $500,000. The Cash Consideration, subject to adjustment pursuant to Section 2.3, Deposit shall be delivered held by Buyer the Escrow Agent and shall be placed in an interest-bearing escrow account in accordance with the terms of the Escrow Agreement. All fees related to Seller the Escrow Agent shall be paid one-half by Purchaser and one-half by Sellers. (or its designeec) at At the Closing Closing: (i) Purchaser shall pay to the Company by wire transfer of immediately available funds an amount equal to (A) the account specified by Seller Purchase Price less (or its designee); provided, however that B) the Cash Consideration allocated to the Waiver pursuant to Section 2.2(dDeposit (and all interest thereon) below shall be delivered to HEP Logistics Holdings, L.P. less (or its designee). (cC) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent $600,000 (the “Instruction LetterHoldback Amount”); (ii) irrevocably instructing such transfer agent Purchaser and the Company shall direct the Escrow Agent to deliver certificates representing the Unit Consideration issued Deposit (and all interest thereon) to the Company; (iii) Purchaser shall pay the Assumed Cure Amounts to the Company; and (iv) the Company shall pay any cure amounts in excess of the name Assumed Cure Amounts out of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and SellerPurchase Price proceeds. (d) A portion The Holdback Amount shall be retained by Purchaser to serve as security for Sellers’ obligations to make indemnity payments to Purchaser pursuant to Article XI. The Holdback Amount will accrue interest at the Prime Rate and will be paid to the Company or retained by Purchaser as set forth in Section 2.03(c). On the date which is six (6) months following the Closing Date (the “Release Date”), the remainder of the Cash Consideration in Holdback Amount, if any, plus all accrued interest thereon will be released by Purchaser to the Company; provided, however, that, if prior to the Release Date, Purchaser gives notice of a claim or claims for indemnification pursuant to Article XI, then (i) if any such claim is resolved prior to the Release Date, by judicial determination or otherwise, any sums due Purchaser shall be retained by Purchaser and shall not be released to the Company or (ii) if any such claim is not resolved prior to the Release Date, the amount of $15,400,000 such claim shall be allocated to the Waiver and treated retained by Purchaser as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion part of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the PartiesHoldback Amount until such claim is resolved.

Consideration. (a) The Subject to the conditions contained in this Agreement, the aggregate consideration to be paid by or on behalf of Buyer for the LLC Interests and Purchased Assets (the Waiver shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “"Purchase Price”), subject to adjustment pursuant to Section 2.3, to ") shall be paid as follows: (ia) $260,000,000 in At the Closing, Purchaser shall pay Seller cash or other immediately available funds in the amount of the agreed upon value of the Inventory as set forth in Schedule 2.4(a) (as determined by mutual agreement of Seller and Purchaser at the “Cash Consideration”Closing and subject to such reasonable substantiation requirements as Purchaser may require); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued provided, however, that for administrative convenience such funds shall be paid by Purchaser directly to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, Community First National Bank for the 10 trading days immediately preceding account of S & L against amounts due under the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”)S & L Bank Debt. (b) The Cash ConsiderationAt the Closing, the proceeds of the Purchaser Bank Financing shall be paid to Seller as contemplated by, and subject to adjustment pursuant to the limitations set forth in, Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds to the account specified by Seller (or its designee)5.6; provided, however however, that for administrative convenience the Cash Consideration allocated to proceeds of the Waiver pursuant to Section 2.2(d) below Purchaser Bank Financing shall be delivered paid by Purchaser directly to HEP Logistics Holdings, L.P. (or its designee)Community First National Bank for the account of S & L against amounts due under the S & L Bank Debt. (c) The Unit Consideration At the Closing, Purchaser shall pay to Seller $50,000 in cash ; provided, however, that for administrative convenience the cash shall be paid by Purchaser directly to Community First National Bank for the Partnership, on behalf account of Buyer, at S & L against amounts due under the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and SellerS & L Bank Debt. (d) A portion Purchaser shall pay to Seller the sum of $225,000 in cash (the "Deferred Purchase Price") as follows: (i) Prior to October 1, 1999, interest shall not accrue on the Deferred Purchase Price. Commencing on October 1, 1999, interest shall accrue on the outstanding balance of the Cash Consideration Deferred Purchase Price at the "LIBOR Rate" (as such quoted term is defined below). As used herein, the term "LIBOR Rate" shall mean the London Interbank Offered Rate of interest, for the shortest quoted loan period, as published in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics HoldingsOctober 1, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion 1999 edition of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the PartiesWALL STREET JOURNAL.

Consideration. (a) The aggregate As consideration to be paid by or on behalf of Buyer for the LLC Interests and the Waiver shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid as followsAssets: (i) Purchaser shall deliver to Seller at the Closing: (A) stock certificates evidencing and representing 400,000 shares of Common Stock, par value $260,000,000 in immediately available funds .02 per share, of Purchaser (the “Cash Consideration”"Closing Date Shares"), registered in the name of Seller (or its nominee); and (iiB) $55,000,000 options, evidenced by an option agreement substantially in 1,029,900 Common Units the form of Exhibit A attached hereto (the “Units”) issued "Option"), to Seller (or purchase an Affiliate additional 400,000 shares of Seller designated by Seller) Common Stock, par value $.02 per share, of Purchaser (the “Unit Consideration”"Option Shares"), which valuation is based upon having an exercise price and such other terms and conditions as are specified in the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”)Option. (bii) The Cash Consideration, subject to adjustment pursuant to Section 2.3, Purchaser shall be delivered by Buyer pay to Seller at the Closing, an amount (the "Estimated Amount") in cash equal to the cash funded by Seller for all Qualified Rights-to-Receive (as hereinafter defined), net of usage and adjustments, as set forth on a schedule thereof to be prepared by Seller and delivered to and approved by Purchaser (which approval shall not be unreasonably withheld or its designeedelayed) at the Closing least two but not more than five business days prior to Closing, by wire transfer of immediately available funds to an account in Seller's name at such bank or banks in the account specified by United States as Seller (or its designee); provided, however that the Cash Consideration allocated shall specify in writing to Purchaser at least two business days prior to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee)Closing Date. (ciii) The Unit Consideration shall be paid by After the Partnershiptotal of the amounts Purchaser receives, on behalf of Buyer, at within two years after the Closing by delivery Date, through normal usage or collection efforts of a letter all Rights-to-Receive equals the Closing Amount (as hereinafter defined and as finally determined), Purchaser will pay to Seller in cash the amounts specified in the next sentence. The amounts payable to Seller pursuant to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name Page 13 of Seller or its designee (the “Certificates”252 Pages), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate consideration to be paid by or on behalf that Buyer shall pay Seller for the Purchased Assets and other rights of Buyer for the LLC Interests and the Waiver hereunder shall be the Closing Payment, subject to adjustment as provided in Section 2.7 (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”). (a) The Closing Payment, subject as increased by any Estimated Excess Amount or as decreased by any Estimated Deficiency Amount, will be payable by Buyer to adjustment pursuant to Section 2.3Seller in immediately available funds, to and shall be paid as follows: (i) One Million Five Hundred Thousand U.S. Dollars ($260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller1,500,000) (the “Unit ConsiderationEscrow Amount”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by via wire transfer of immediately available funds into an escrow account to be distributed in accordance with the terms of this Acquisition Agreement and an escrow agreement substantially in the form of Exhibit D hereto (the “Escrow Agreement”). The Escrow Amount, as adjusted from time to time, together with any undistributed interest earned thereon, is sometimes referred to herein as the “Escrow Fund.” (ii) If there is an Estimated Deficiency Amount, an amount, via wire transfer of immediately available funds, equal to (A) the Closing Payment minus (B) the sum of (1) the Escrow Amount and (2) either (a) if so elected in writing by Buyer no later than two (2) Business Days prior to the account specified by Seller Closing Date, an amount equal to the sum of the Managed Services Transfer Amount and the Estimated Deficiency Amount (the “EDA Set-Off Election”), or its designee)(b) if Buyer has not made the EDA Set-Off Election, an amount equal to zero; provided, however that if Buyer has not made the Cash Consideration allocated EDA Set-Off Election, an amount equal to the Waiver pursuant to Section 2.2(d) below sum of the Managed Services Transfer Amount and the Estimated Deficiency Amount shall be delivered payable by Seller to HEP Logistics Holdings, L.P. (or its designee)Buyer in immediately available funds. (ciii) The Unit Consideration shall be paid by If there is an Estimated Excess Amount and: (A) such amount is less than the PartnershipManaged Services Transfer Amount, on behalf an amount, via wire transfer of Buyerimmediately available funds, at equal to (1) the Closing Payment minus (2) the sum of (a) the Escrow Amount and (b) either (i) if so elected in writing by delivery of a letter Buyer no later than two (2) Business Days prior to the Partnership’s transfer agent Closing Date, an amount equal to the Managed Services Transfer Amount minus the Estimated Excess Amount (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “CertificatesEEA Set-Off Election”), which Instruction Letter shall or (ii) if Buyer has not made the EEA Set-Off Election, an amount equal to zero; provided, that if Buyer has not made the EEA Set-Off Election and the Estimated Excess Amount is less than the Managed Services Transfer Amount, an amount equal to the Managed Services Transfer Amount minus the Estimated Excess Amount will be payable by Seller to Buyer in a form and substance reasonably acceptable to both Buyer and Seller.immediately available funds, or (dB) A portion such amount is greater than the Managed Services Transfer Amount, an amount, via wire transfer of immediately available funds, equal to (1) the Cash Consideration in sum of (x) the Closing Payment and (y) an amount of $15,400,000 shall be allocated equal to the Waiver and treated as a cash distribution by Estimated Excess Amount minus the Partnership to HEP Logistics HoldingsManaged Services Transfer Amount, L.P. Notwithstanding anything to minus (2) the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the WaiverEscrow Amount. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) 2.1 The aggregate consideration Promoter agrees to be paid by or on behalf transfer and convey Schedule B Property hereunder in favor of Buyer the Allottee/s for the LLC Interests “Total Sale Consideration” of Rs 775650/- (Rupees Seven Lakh Seventy Five Thousand Six Hundred and the Waiver shall be (xFiftyonly) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid payable as follows: (ia) $260,000,000 in immediately available funds Prior to the execution of these presents the Allottee/s has / have paid to the Promoter a sum of Rs. 4,00,000/- (Rupees Four Lakhs Only) being part payment of the Total Sale Consideration of the Apartment agreed to be sold by the Promoter to the Allottee/s as Booking Amount /part Booking Amount (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (payment and receipt whereof the “Units”) issued to Seller (or an Affiliate Promoter doth hereby admit and acknowledge at the foot of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”).these presents);and (b) The Cash Consideration, subject the Allottee/s has/have agreed to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds pay to the account specified by Seller (or its designee); provided, however Promoter the balance of the Total Sale Consideration in the manner hereinafter appearing in annexed hereto and applicable taxes and other charges as mentioned in Annexure “3”The Allottee/s agrees and accepts that 10% of the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Total Sale Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter treated as Booking Amount as per RERA Act; TIME SHALL BE AN ESSENCE with regard to the Partnership’s transfer agent (above mentioned obligation of the “Instruction LetterAllottee/s to make payment as per the Payment Plan more particularly provided in Annexure“3”) irrevocably instructing such transfer agent to deliver certificates representing the Unit . 2.2 The payments under this Agreement towards Total Sale Consideration issued or any payments are exclusive of payment of GST and/or any other taxes as are levied or which may be levied hereafter either by Central Government and/or State Government and/or any Public Authority. The Allottee/s hereby agree/s and consent/s that in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreementevent, the Partnership rate of GST or such other applicable taxes being revised in future before grant of Occupation Certificate (OC) and/or payment of full consideration, the Allottee/s will not allocate any income be liable to Seller with respect to make payment of such additional GST or such other applicable taxes based on revised rates on the incentive distribution rights waived in connection with the Waiversuch payments. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers set forth herein, and as consideration to be paid by or on behalf of Buyer for the LLC purchase and sale of the Subject Interests and as herein contemplated, Purchasers agree to tender to Sellers as consideration for each Subject Interest hereunder the Waiver amounts set forth under the heading "Cash at Closing" on Exhibit A (the "Cash at Closing"), which Cash at Closing shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment as provided in Section 1.3 below. The Cash at Closing is equal to the "Gross Purchase Price (Units)" (as set forth on Exhibit A hereto under the heading "Gross Purchase Price (Units)") (the "Gross Purchase Price") (i) plus (in the case of the Managers) or minus (in the case of other Sellers) the amount of the "Promote Fee" (if any) payable to the Managers (as set forth on Exhibit A under the heading "Promote Fee"), (ii) minus the allocable share of certain expenses payable by the Sellers pursuant to Section 2.310.7, to be paid as follows: an estimate of which is set forth on Exhibit A hereto under the heading "Fees & Expenses", and (iiii) $260,000,000 in immediately available funds (minus the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price allocable share of the Partnership’s Common Units, as quoted Indemnity Escrow Amount set forth on Exhibit A hereto under the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) heading "Individual Escrow Account". The Cash Consideration, subject to adjustment pursuant to Section 2.3, at Closing shall be delivered payable to Sellers by Buyer to Seller (or its designee) delivery at the Closing by wire transfer of immediately available funds to an account designated by each Seller in the account specified by Seller (or its designee); provided, however that amounts set forth on Exhibit A. Purchasers further agree to tender at the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the PartnershipClosing, on behalf of Buyerall Sellers in each LLC and its Applicable Partnership and as part of the consideration paid hereunder, at the Closing by delivery amount of a letter the "Fees & Expenses" an estimate of which is forth on Exhibit A, with respect to such LLC, directly to the Partnership’s transfer agent (legal counsel and advisors to the “Instruction Letter”) irrevocably instructing LLC and Sellers, in accordance with invoices each shall submit to such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and SellerLLC. (db) A portion of In addition to the Cash Consideration at Closing payable under Section 1.2(a), the Purchasers shall deliver to the Escrow Agent in cash at Closing the amounts from the Sellers selling Subject Interests and the Managers selling Management Rights set forth under the heading "Individual Escrow Amount" on Exhibit A (the sum of which amounts is $750,000 and referred to as the "Indemnity Escrow Amount"), by wire transfer of immediately available funds, to be held pursuant to the Escrow Agreement substantially in the amount form of $15,400,000 shall be allocated to Exhibit 1.2 (the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary "Indemnity Escrow Agreement") attached hereto from which Purchasers may receive indemnification in the Partnership Agreement, the Partnership will not allocate any income to Seller accordance with respect to the incentive distribution rights waived in connection with the WaiverArticle VIII hereof. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate total consideration to be paid payable by or on behalf of Buyer Purchaser for the LLC Interests and purchase of the Waiver Shares (the "Purchase Price") shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); and CHF 123,000,000 minus (ii) $55,000,000 in 1,029,900 Common Units the amount of the Indebtedness Adjustment (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”"Closing Purchase Price"), which valuation is based upon together with the volumeContingent Payments, if any, as provided for in Section 2.3 below. The Closing Purchase Price will be paid to Sellers pro-weighted average price rata in accordance with the ownership percentage of each of the Partnership’s Common Units, Sellers as quoted is set forth on the New York Stock ExchangeFully-Diluted Cap Table, for the 10 trading days immediately preceding the announcement date net of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”)any applicable withholding Taxes. (b) The Cash ConsiderationAt least three (3) Business Days prior to the Closing Date, the chief financial officer of PMH shall deliver to Purchaser PMH's good faith estimate of the amount of the Indebtedness and the cash and cash equivalents of the Acquired Companies as of the Effective Time, and, based thereon, a preliminary calculation of the Indebtedness Adjustment. As soon as practicable prior to the Closing Date and based on PMH's good faith estimate referred to above, Purchaser and Sellers' Representative shall jointly calculate the amount of the Closing Purchase Price to be paid at Closing subject to adjustment pursuant as provided for in Section 2.2(c) (the "Preliminary Closing Purchase Price"). The Closing shall occur and the payments to be made at Closing as provided for in Section 2.3, 2.5 shall be delivered based upon the notice provided for herein, and upon such joint calculations. (c) As promptly as possible and in any event, not later than 30 days after the Closing, PMH, under the direction of Purchaser shall prepare and deliver to Purchaser and Sellers' Representative a report setting forth the Indebtedness and the cash and cash equivalents of the Acquired Companies as of the Effective Time determined by Buyer to Seller Purchaser's Accountants in accordance with PMH's accounting policies and procedures in effect as of the date hereof, as modified by this Agreement, and, based thereon, the Indebtedness Adjustment (the "Closing Date Financial Report"). Any third party expenses or its designee) at fees incurred by PMH in preparing or in connection with the Closing Date Financial Report and the Closing Adjustment (including the fees of Purchaser's Accountants) shall be borne by wire transfer of immediately the Purchaser. The Purchaser and Purchaser's Accountants shall make available funds any work papers or other information relating to the account specified Closing Date Financial Report requested by Seller Sellers' Representative. Any expenses incurred by Sellers' Accountants in reviewing the Closing Date Financial Report, such work papers and other information and in providing Sellers' Representative with its report thereon shall be borne by Sellers. If Sellers' Representative does not object, or otherwise fails to respond, to the Closing Date Financial Report within 30 days after delivery to Sellers' Representative, such Closing Date Financial Report shall automatically become final and conclusive. In the event that Sellers' Representative objects to the Closing Date Financial Report within such 30 day review period, Sellers' Representative and Purchaser shall promptly meet and endeavor to reach agreement as to the content of the Closing Date Financial Report. If Sellers' Representative and Purchaser agree on the final content of the Closing Date Financial Report, such Closing Date Financial Report shall become final and conclusive. If Sellers' Representative and Purchaser are unable to reach agreement within 30 days after the end of Sellers' Representative 30-day review period, then the Independent Accountants shall promptly be retained to undertake a determination of the Closing Date Financial Report, which determination shall be made as quickly as possible (or its designee); provided, however it being understood that the Cash Consideration allocated parties shall direct the Independent Accountants to complete their work within 30 days). The Independent Accountants shall be directed by Sellers' Representative and by Purchaser to employ policies and procedures consistent with PMH's accounting policies and procedures in effect as of the date hereof as modified by this Agreement. Only disputed items shall be submitted to the Waiver Independent Accountants for review. In resolving any disputed item, the Independent Accountants may not assign a value to such item greater than the greatest value for such item claimed by either party or less than the lowest value for such item claimed by either party, in each case as presented to the Independent Accountants. Such determination of the Independent Accountants shall be final and binding on Sellers and Purchaser. All expenses of the Independent Accountants shall be borne equally by Sellers and Purchaser. The Closing Purchase Price and the payments required to be made after the Closing Date pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by finally determined on the Partnership, on behalf basis of Buyer, at the Closing by delivery of a letter to Date Financial Report and the Partnership’s transfer agent Indebtedness Adjustment (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”as herein provided for), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion Within five (5) Business Days after the final determination of the Cash Consideration in Indebtedness Adjustment, Purchaser or Sellers' Representative (on behalf of Sellers), as the case may be, shall pay to the other the amount by which the Closing Purchase Price, as adjusted by the final Indebtedness Adjustment, is greater or less than the Preliminary Closing Purchase Price (such difference being the "Closing Purchase Price Reconciliation"). If the Closing Purchase Price Reconciliation is positive, Purchaser shall pay such difference to Sellers. If the Closing Purchase Price Reconciliation is negative, Sellers' Representative (on behalf of $15,400,000 Sellers) shall authorize the Escrow Agent to pay such difference to Purchaser from the Escrow Amount. If (i) Purchaser fails to pay any amount owing to Sellers pursuant to this subsection (d), or (ii) Sellers fail to authorize the Escrow Agent to pay any amount owing to Purchaser pursuant to this subsection (d), within the specified five (5) Business Day period, then the amount so owing shall be allocated to payable on demand and interest compounded daily shall accrue on the Waiver and treated as a cash distribution by unpaid amount at the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiverrate of 18% per annum. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate Subject to the terms and conditions of this Agreement and in consideration of, and in full payment for, the aforesaid sale, conveyance, assignment, transfer and delivery of the Acquired Assets, at the Closing Buyer has delivered or caused to be paid by delivered to, or on behalf of Buyer as instructed in writing by, Seller in full payment to Seller for the LLC Interests aforesaid sale, conveyance, assignment, transfer and delivery of the Waiver Acquired Assets, the following: (i) the sum of $11,900,000 in cash (the "Cash Consideration"); and (ii) an undertaking (the "Undertaking") whereby Buyer will assume and agree to perform, pay and discharge the Assumed Liabilities. (b) The Cash Consideration set forth in Section-1.3 hereof shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid after the Closing Date as follows: (i) $260,000,000 in immediately available funds As promptly as possible after the Closing Date, the Buyer shall conduct a review of the books and records of the Company as of the Closing Date. Not later than 45 days after the Closing Date, Seller shall deliver a statement of the tangible net worth of the Acquired Assets listed on Schedule A, over and above the amount of the Assumed Liabilities (the “Cash Consideration”"Closing Financial Statement") for the MediaBank Business as of the Closing Date to Buyer. The Closing Financial Statement shall be prepared in accordance with generally accepted accounting principles, consistently applied ("GAAP"); and. (ii) In the event that the tangible net worth of the Acquired Assets as of the Closing Date shown on the Closing Financial Statement is less than $55,000,000 200,000 in 1,029,900 Common Units accordance with GAAP, then, within 10 days of delivery of the Closing Financial Statement, Seller shall pay to Buyer in immediately available funds, an amount equal to such deficiency. (iii) The Closing Financial Statement shall be binding upon Buyer, unless Buyer gives written notice within 30 calendar days after its receipt of the Closing Financial Statement of disagreement with any of the values or amounts shown on such financial statement, specifying, as to each such item in reasonable detail, the nature and extent of such disagreement (the “Units”) issued "Dispute Notice"). If the Buyer and the Seller are unable to Seller (or an Affiliate of Seller designated by Seller) (resolve any such disagreement within 30 days after the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (Dispute Notice, the “HEP Common Unit 10-Day VWAP”)disagreement shall be submitted to arbitration in accordance with the provisions of Section 1.2(b)(iv) below. (biv) The Cash ConsiderationIn the event that a dispute under Section 1.2(b)(iii) is referred to arbitration, subject the Seller and the Buyer shall each select an independent public accounting firm to adjustment pursuant represent them in connection with such arbitration within 10 days. Such accounting firms shall attempt to Section 2.3select a mutually agreeable arbitrator within 20 additional days. In the event that an arbitrator is not selected within such 20-day period, the parties will ask the American Arbitration Association (the "AAA") in Boston, Massachusetts to select and assign an arbitrator. Such arbitration shall be delivered conducted in Boston, Massachusetts and shall be governed by Buyer to Seller (or its designee) at the Closing by wire transfer rules of immediately available funds the American Arbitration Association; provided however, that the arbitrator shall have sole discretion with respect to the account specified admissibility of evidence. Within 30 days after the selection of the arbitrator, the Seller and the Buyer shall each submit to the arbitrator a statement of that party's position with respect to the dispute and a proposed ruling thereon. The arbitrator shall set a date for a hearing which date shall be not more than 30 days from the last submission to the arbitrator. At such hearing, the parties (who may be represented by Seller (or its designee); provided, however counsel) shall present to the arbitrator their respective positions with respect to the dispute. The parties shall jointly request that the Cash Consideration allocated arbitrator use his or her best efforts to rule on the dispute within 30 days. The determination of the arbitrator as to the Waiver pursuant to Section 2.2(d) below resolution of the dispute shall be binding and conclusive upon all parties hereto. All rulings of the arbitrator shall be in writing and shall be delivered to HEP Logistics Holdings, L.P. (or its designee)the parties hereto. Any arbitration award may be entered in and enforced by any court having jurisdiction thereover and the parties hereby consent and submit themselves to the jurisdiction of the courts of the Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts for purposes of the enforcement of any arbitration award. (cv) The Unit Consideration shall be paid by In the Partnershipevent that the consent of Verity, on behalf of Buyer, at the Closing by delivery of a letter Inc. to the Partnership’s transfer agent assignment without material amendment or modification of the Topic( OEM Agreement dated May 30, 1997 between Verity, Inc. and Bitstream Inc. (the “Instruction Letter”"Verity Agreement") irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller Buyer is obtained on or its designee (the “Certificates”)prior to September 30, which Instruction Letter 1998, Buyer shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income promptly pay to Seller with respect to the incentive distribution rights waived an additional $100,000 in connection with the Waiverimmediately available funds. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. At the Closing, (ai) The aggregate consideration Purchaser shall issue to be paid by or on behalf of Buyer for the LLC Sellers the Purchaser Membership Interests and the Waiver Purchaser Note and the Trustee shall be (x) transfer to the issuance Sellers the Specified Membership Interest in exchange for the Sellers’ sale, assignment, transfer, conveyance and delivery to Purchaser of the Profits Purchased Assets free and clear of all Liens (other than Permitted Liens) and the assumption by Purchaser of the Assumed Liabilities, (ii) immediately following the Sellers’ receipt of the Purchaser Membership Interests, the Purchaser Note and the Specified Membership Interest, each Seller shall sell, transfer and deliver the Purchaser Membership Interests and the Specified Membership Interest (which together shall represent 100% of the membership interests in Purchaser), free and clear of all Liens other than those set forth in the operating agreement governing Purchaser, and the Purchaser Note, free and clear of all Liens, to Seller the Disbursing Agent, as agent for the First Lien Lenders (or its designeeand, if any of the DIP Obligations are included in the Credit Bid Amount, as agent for the DIP Lenders) and (yiii) $315,000,000 the Trustee, pursuant to the terms of this Agreement and at the direction of the Required Lenders, in exchange for the Purchaser Membership Interests and the Specified Membership Interest (clause (xwhich together shall represent 100% of the membership interests in Purchaser) and the Purchaser Note transferred to the Disbursing Agent, as agent for the First Lien Lenders (yand, if any of the DIP Obligations are included in the Credit Bid Amount, as agent for the DIP Lenders), by the Sellers, shall surrender and release a portion of the Indenture Obligations and credit the Sellers with the satisfaction of the same, in the amount of Three Hundred Thirty-Eight Million Dollars ($338,000,000) collectively(such amount as may be increased pursuant to Section 3.1(b), the “Credit Bid Amount”). The Credit Bid Amount together with the assumption by Purchaser of the Assumed Liabilities shall constitute the “Purchase Price”).” For the avoidance of doubt, subject there will be no adjustments to adjustment the aggregate Credit Bid Amount or the Purchase Price for any assets excluded from the Purchased Assets prior to the Closing Date pursuant to Section 2.3, 8.17 or Section 8.18 due to be paid as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (any Title Defects or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”)Environmental Defects. (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds to the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate consideration from Purchaser to be paid by or on behalf of Buyer Sellers for the LLC Interests and the Waiver Purchased Assets shall be (x) the issuance consist of the Profits Interest to Seller following (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”)): (i) a wire transfer of the Initial Consideration, payable in immediately available funds to Sellers to a single bank account designated by TCG in writing to Purchaser, with such writing to be delivered at least 24 hours prior to the Closing, subject to adjustment pursuant to Section 2.3, to be paid as follows: in accordance with Sections 2.5(b) and (i) $260,000,000 in immediately available funds (the “Cash Consideration”c); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volumenon-weighted average price of the Partnership’s Common Unitscompetition consideration, as quoted on set forth in the New York Stock Exchange, for Noncompetition Agreement; and (iii) the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”)Supplemental Payments. (b) At the Closing, appropriate adjustments will be made to the Initial Consideration to equitably prorate all prepaid expenses and accrued liabilities to the extent the same have been paid or are payable and to the extent the same are assumed or paid by the Purchaser as part of the Assumed Liabilities or otherwise, all so that the Purchaser pays for all amounts attributable to the period of time after the Closing Date and the Sellers pay for all amounts attributable to the period of time on or prior to the Closing Date. Without limiting the foregoing and except as specifically provided otherwise in this Agreement, all ongoing expenses of the business that constitute Assumed Liabilities or that are otherwise paid by the Purchaser even if not an Assumed Liability (for example, personal property taxes, real property rentals and pass-through and other charges, real estate taxes, utility and security charges, and payments to or from landlords, licensors, licensees, vendors, suppliers, service providers and other contractors of the Sellers), if any, will be equitably prorated between the Sellers and the Purchaser as an adjustment to the Initial Consideration so that the Sellers are responsible for anything on or prior to the Closing Date and the Purchaser is responsible for anything after the Closing Date. To the extent any adjustment under this Section 2.5(b) cannot be reasonably and finally determined at Closing, the parties shall reconcile all such income and expenses and make all adjustments and settlements between them as may be appropriate or required under this Section 2.5(b) as soon as reasonably practicable after the Closing Date. The Cash Consideration, subject parties will cooperate with each other diligently and in good faith after the Closing Date in order to adjustment reconcile the amounts to which each party is entitled pursuant to this Section 2.3, shall be delivered by Buyer to Seller (or its designee) at as soon as reasonably practical after the Closing by wire transfer Date. In the event the parties cannot reconcile such income and expenses or make all adjustments or settlements within sixty (60) days of immediately available funds the Closing, the parties agree to submit such disputed matters to the account specified by Seller (or its designee); provided, however that Independent Accounting Firm for determination in accordance with the Cash Consideration allocated to the Waiver pursuant to provisions of Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee2.6(g). (c) The Unit Initial Consideration shall be paid decreased to reflect any Consumer Loans authorized and committed by the Partnership, a Seller on behalf of Buyer, at or before the Closing by delivery Date but unfunded as of a letter the Closing Date. The parties will cooperate with each other diligently and in good faith after the Closing Date in order to reconcile the amounts to which each party is entitled pursuant to this Section 2.5(c) as soon as reasonably practical after the Closing Date. In the event the parties cannot reconcile such Consumer Loan amounts within sixty (60) days of the Closing Date, the parties will submit such disputed matters to the Partnership’s transfer agent (Independent Accounting Firm for determination in accordance with the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name provisions of Seller or its designee (the “Certificates”Section 2.6(g), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion Notwithstanding anything contained in Sections 2.2(f) and 2.5(b) to the contrary, the following reconciliations, adjustments and/or settlements shall also be made as soon as reasonably practical on or after the Closing Date: (i) Payments on all Checks sent through the banking system by or on behalf of the Cash Consideration in Sellers on or prior to the amount of $15,400,000 Closing Date, even if such Checks do not finally clear until after the Closing Date shall be allocated the sole property of the Sellers and the Sellers shall be entitled to the Waiver proceeds thereof (including any NSF and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiverother collection fees related thereto). (eii) The portion Payments on all Checks sent through the banking system by or on behalf of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) Sellers or the Purchaser after the Closing Date shall be determined by Seller the sole property of the Purchaser and reported consistently by the PartiesPurchaser shall be entitled to the proceeds thereof (including any NSF and collection fees related thereto) and the Sellers shall not be entitled to any further or additional compensation, reimbursement or payment for any of the items described in this subsection (as such items shall be deemed Customer Receivables that are included in the Purchased Assets).

Consideration. (ai) The aggregate consideration Purchaser will withhold 1,344,444 Purchaser Shares (as adjusted after the date hereof for any stock splits, stock dividends, recapitalizations and the like in respect of the Purchaser Shares occurring prior to be paid by or the Closing) from the Stock Merger Consideration (the “Escrow Shares”) to serve as security for the benefit of the Purchaser (on behalf of Buyer for itself or any other Purchaser Indemnified Person) against the LLC Interests indemnifications afforded by Article 10 of this Agreement and any reimbursement under Section 3.6(d)(ii). On the Waiver shall be (x) Closing Date, the Purchaser will cause its transfer agent to record a book entry evidencing the issuance of the Profits Interest to Seller Escrow Shares in the name of Deutsche Bank National Trust Company, as escrow agent (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase PriceEscrow Agent”), subject to adjustment pursuant to Section 2.3, to be paid as follows: (i) $260,000,000 in immediately available funds or its nominee. The Escrow Shares shall constitute an escrow account (the “Cash ConsiderationEscrow Account”); and (ii) $55,000,000 , the distribution of which will be governed according to the terms and conditions set forth herein and in 1,029,900 Common Units the escrow agreement by and among the Purchaser, the Holder Representative and the Escrow Agent, substantially in the form of Exhibit B (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAPEscrow Agreement”). (bii) The Cash Consideration, subject On or prior to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds to Date, the account specified by Seller (or its designee); providedPurchaser will deposit with Mellon Investor Services, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent LLC (the “Instruction LetterExchange Agent”) irrevocably instructing such (A) an amount via wire transfer agent equal to deliver certificates representing the Unit Cash Merger Consideration issued plus any amount payable in lieu of fractional shares, (B) an amount via wire transfer equal to the name Retention Plan Closing Cash Payment and the Closing Cash Option Spread and (C) the aggregate number of Seller or its designee Purchaser Shares equal to the Stock Merger Consideration, but excluding the Escrow Shares (collectively, the “CertificatesClosing Disbursement”). The distribution of the Closing Disbursement to the Effective Time Holders will be governed according to the terms and conditions set forth herein and in an exchange agent agreement by and among the Purchaser, the Holder Representative and the Exchange Agent, which Instruction Letter agreement shall direct the Exchange Agent to distribute cash and Purchaser Shares to the Effective Time Holders in a manner consistent with the terms of this Agreement, shall refrain from imposing any material covenant on any Effective Time Holder not contemplated by this Agreement without the written consent of each Effective Time Holder whose Aggregate Percentage Interest as reflected on the Merger Consideration Spreadsheet set forth in Schedule IV equals or exceeds 4.4%, shall not require the Effective Time Holders or the Holder Representative on behalf thereof to indemnify or pay any fees for the services of the Exchange Agent, and shall otherwise be in a form and substance reasonably acceptable to both Buyer and Sellerthe parties thereto (the “Exchange Agent Agreement”). (diii) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated On or prior to the Waiver and treated as a cash distribution Closing Date, the Purchaser will pay to an account designated by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything Holder Representative an amount via wire transfer equal to the contrary in the Partnership AgreementHolder Representative Fund. All payments and issuances of Purchaser Shares made pursuant to this Section 2.2(c) shall, the Partnership will not allocate any income to Seller with respect upon payment or issuance to the incentive distribution rights waived Effective Time Holders, be treated for all purposes as consideration received by the Effective Time Holders in connection with the Waiver. (e) The portion of Merger and other transactions contemplated hereby and shall be distributed to the Cash Consideration that qualifies for treatment Effective Time Holders in accordance with Article 3, which distribution is set forth in an Excel spreadsheet included herewith as Schedule IV. Such spreadsheet is included only as a reimbursement for capital expenditures incurred with respect demonstration, is based on certain assumptions, and the numbers shown therein are subject to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) change based on different assumptions. In the event of any conflict between this Agreement and such spreadsheet, this Agreement shall be determined by Seller and reported consistently by the Partiescontrol.

Consideration. (a) The aggregate consideration to be paid by or on behalf of Buyer purchase price for the LLC Interests and the Waiver Properties shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (yi) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”)2,000,000, subject to adjustment as provided in Section 2.3(b) (the "Cash Purchase Price"), and (ii) 904,000 shares of restricted common stock of Buyer (the "Stock Consideration") (such actual shares being issued to Sellers being referred to as the "Restricted Stock"). The Cash Purchase Price and the Stock Consideration is referred to in this Agreement as the "Base Purchase Price" and the Cash Purchase Price, as adjusted pursuant to Section 2.32.3(b) and (c), is referred to in this Agreement as the "Adjusted Cash Purchase Price" and the Base Consideration, as adjusted by the Adjusted Cash Purchase Price, is referred to in this Agreement as the "Adjusted Base Consideration." The Purchase Price shall be paid as follows: (i) $260,000,000 to each Seller in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by its respective Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”)'s Percentage. (b) The Cash ConsiderationPurchase Price shall be adjusted upward by the following: (i) any increase required as the result of the proration of Property-Related Taxes under Section 10.3; (ii) the amount of the value of any Imbalance as to which a Seller is in an "under" position as of the Effective Time, subject to adjustment as agreed upon by Sellers and Buyer pursuant to Section 2.3, shall be delivered 5.4; and (iii) any other amount provided for elsewhere in this Agreement or otherwise agreed upon by Sellers and Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds as being an increase to the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee)Purchase Price. (c) The Unit Consideration Cash Purchase Price shall be paid adjusted downward by: (i) [intentionally left blank]; (ii) the proceeds received by a Seller from the sale of Hydrocarbons produced from or allocable to the Assets during the period from the Effective Time through the Closing Date, less amounts payable as royalties, overriding royalties, and other burdens upon such Hydrocarbons and Property-Related Taxes deducted by the Partnershippurchaser of such Hydrocarbons; (iii) all other fees, on behalf of Buyerrentals, at proceeds from any permitted sale, salvage, or other disposition, and other revenues pertaining to the Assets that are attributable to, and were received by a Seller during, the period from the Effective Time through the Closing by delivery Date (excluding overhead reimbursements to a Seller under applicable operating agreements under which a Seller is the operator); (iv) the amount of the value of any Imbalance as to which a Seller is in an "over" position as of the Effective Time, as well as the amount of the value of any Hydrocarbons produced from or allocable to the Assets that third Persons may otherwise be entitled to receive out of a letter Seller's interest in such Assets after the Effective Time without making full payment therefor at or after the time of delivery as the result of a "take-or-pay", prepayment, forward sale, production payment, deferred production, or similar arrangement in existence as of the Effective Time, such value to be as agreed upon by Sellers and Buyer pursuant to Section 5.4; (v) any reduction required as the Partnership’s transfer agent result of the proration of Property-Related Taxes under Section 10.3; and (the “Instruction Letter”vi) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued any other amount provided for elsewhere in this Agreement or otherwise agreed upon by Sellers and Buyer as being a reduction in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and SellerCash Purchase Price. (d) A portion of The Cash Purchase Price, as adjusted pursuant to Sections 2.3(b) and 2.3(c), shall be referred to herein as the "Adjusted Cash Purchase Price". All adjustments to the Cash Consideration Purchase Price provided for in the amount of $15,400,000 shall be allocated to the Waiver Sections 2.3(b) and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii2.3(c) shall be determined without duplication and on an accrual basis, in accordance with generally accepted accounting principles consistently applied. No adjustment shall be made to the Cash Purchase Price for any indemnity obligation hereunder, including any obligation arising as a result of any actual or alleged breach of any representation or warranty by Seller Seller, except as specifically provided in Section 8.4, and reported consistently by no adjustment to the PartiesAdjusted Cash Purchase Price shall be made pursuant to Section 8.4 that has also been made pursuant to any other provision hereof.

Consideration. 3.1 The consideration payable by the Buyer: (a) The aggregate consideration to be paid by or on behalf of Buyer Seller 1 for the LLC Interests and Seller 1 Shares is the Waiver shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively1 Completion Payment, the “Purchase Price”), subject to adjustment as adjusted pursuant to Section 2.3, to be paid as follows: clause 3.4 and SCHEDULE 5 (i) $260,000,000 in immediately available funds (the “Cash Seller 1 Consideration”); and (iib) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of 2 for the Seller designated by Seller) (2 Shares is the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common UnitsSeller 2 Completion Payment, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement adjusted pursuant to clause 3.4 and SCHEDULE 5 (the “HEP Common Unit 10-Day VWAPSeller 2 Consideration”). 3.2 At Completion the Buyer shall pay: (ba) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer the Seller 1 Completion Payment less (i) the Seller 1 Transaction Expenses and (ii) the Seller 1 Escrow Amount and (iii) the Seller 1 Tax Adjustment to Seller (or its designee) at the Closing 1 by wire transfer of immediately available funds to the account of Seller 1 specified by Seller (or its designee); provided, however that the Cash Consideration allocated in writing to the Waiver pursuant Buyer; (b) the Seller 2 Completion Payment less (i) the Seller 2 Transaction Expenses, and (ii) the Seller 2 Escrow Amount and (iii) the Seller 2 Tax Adjustment to Section 2.2(d) below shall be delivered Seller 2 by wire transfer of immediately available funds to HEP Logistics Holdings, L.P. (or its designee).the account of Seller 2 specified in writing to the Buyer; (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at Seller 1 Transaction Expenses and the Closing by delivery of a letter Seller 2 Transaction Expenses to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued parties identified in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller.SCHEDULE 2; and (d) A portion the Seller 1 Escrow Amount and the Seller 2 Escrow Amount by wire transfer of immediately available funds into the Escrow Account on and subject to the terms of this Agreement. 3.3 The Buyer and each of the Cash Sellers agree that after Completion they will comply with clause 3.4 and SCHEDULE 5. 3.4 Within ten (10) Business Days from the date when the Final Adjustment Statement has been finalised in accordance with paragraph 1.5 of SCHEDULE 5, the Seller 1 Consideration and Seller 2 Consideration shall be adjusted as follows: (a) subject to clause 3.5, if: (i) the Completion Working Capital is less than the Estimated Working Capital, the Sellers will transfer (in equal proportions) to the Buyer in cash the amount of $15,400,000 any such deficiency calculated on a dollar for dollar basis (“Working Capital Shortfall”) which will be deemed to adjust the amount of the Seller 1 Consideration and Seller 2 Consideration accordingly; and/or (ii) the Completion Net Cash is less than the Estimated Net Cash, the Sellers will transfer (in equal proportions) to the Buyer in cash the amount of any such deficiency calculated on a dollar for dollar basis (“Net Cash Shortfall “) which will be deemed to adjust the amount of the Seller 1 Consideration and Seller 2 Consideration accordingly; and (b) subject to clause 3.5, if: (i) if the Completion Working Capital exceeds the Estimated Working Capital, the Buyer will transfer to the Sellers (in equal proportions) in cash the amount of any such excess calculated on a dollar for dollar basis (“Working Capital Excess”) which will be deemed to adjust the amount of the Seller 1 Consideration and Seller 2 Consideration accordingly; and/or (ii) the Completion Net Cash exceeds the Estimated Net Cash, the Buyer will transfer to the Sellers (in equal proportions) in cash the amount of any such excess calculated on a dollar for dollar basis (“Net Cash Excess”) which will be deemed to adjust the amount of the Seller 1 Consideration and Seller 2 Consideration accordingly. 3.5 No payments shall be allocated required to be made under clause 3.4 if the amount of the Working Capital Shortfall, Net Cash Excess, Working Capital Excess or Net Cash Shortfall, as the case may be, is in aggregate less the Adjustment Threshold. 3.6 Any payment to be made pursuant to this Agreement shall be made in Dollars by wire transfer of immediately available funds on or before the due date for payment, without set off or counterclaim and free and clear of any withholding for Taxes to the Waiver and treated as a cash distribution account specified in writing by the Partnership Party receiving the payment at least three (3) Business Days in advance. 3.7 If any deduction or withholding is required by law to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary be made from any payment under or in the Partnership connection with this Agreement, the Partnership will Party making the payment shall increase the amount of the payment to the extent necessary to ensure that the net amount received and retained by the Party receiving the payment (after taking into account all deductions, withholdings or Tax) is equal to the amount that it would have received had the payment not allocate been subject to any such deductions, withholdings or Tax provided that this clause shall not apply to default interest. This clause does not require the Buyer to increase the amount of the payments under clause 3.2 for any income to Seller with or capital gains taxes payable by the Sellers in respect thereof. 3.8 If any amount is due to the incentive distribution rights waived Buyer under clause 3.4 and remains unsatisfied for a period of thirty (30) Business Days from the date when the Final Adjustment Statement has been finalised in connection accordance with the Waiver. (e) The portion paragraph 1.5 of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) SCHEDULE 5, such amount shall be determined by Seller and reported consistently by paid to the PartiesBuyer from the Escrow Account.

Consideration. (a) The aggregate In consideration of the satisfactory Services& Facilities provided under this Agreement, the Incubatee shall pay/compensate the Incubator in the following manner: Subject to the terms of this Agreement, in addition and also in consideration of the Services & Facilities to be provided by the Incubator, the Incubatee is required to provide, on a dilutable basis, such number of liability free Equity Shares as would be equivalent to ……….% (…….. percent) i.e……… (………… Shares) of the Incubatee’s current paid up share capital (“Equity Compensation”) as of the Execution Date. Provided that, for any period of time in which the Incubator owns and/or holds the abovementioned Equity Shares, the Incubatee shall, in the event any of the Promoters of the Incubatee increase or raise their individual shareholding in the Incubatee, whether by issue and/or transfer of any new Equity Securities or otherwise (“Proposed Increase”),grant a right of non-dilution to the Incubator; ensuring no dilution to the Equity Shares owned/held by the Incubator, whereby the Incubatee shall provide to the Incubator a right to subscribe up-to such number of Equity Shares, calculated on behalf a pro-rate basis, so as to correspondingly increase the amount of Buyer Equity Shares held by the Incubator so that the Incubator’s proportionate ownership in the Incubatee, on happening of the Proposed Increase, is not decreased. For purposes of implementing the provisions of this clause 6(a), the obligations of the Incubatee for allotment of the LLC Interests and Equity Shares (Equity Compensation) are set forth below: Where required, the Waiver shall be (x) shareholders of the Company shall, at a duly conveyed general meeting, have approved the issuance of the Profits Interest Equity Shares to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectivelythe Incubator by way of a special resolution in accordance with the applicable provisions of the Act, the Companies (Share Capital and Debentures) Rules, 2014 and the Companies (Prospectus and Allotment of Securities) Rules, 2014. The Company shall ensure that the authorized capital of the Company is sufficient for the issue and allotment of the Equity Shares to the Incubator or shall, at a duly conveyed general meeting, have approved the increase in the authorized capital accordingly to permit and support the issue and allotment of the Equity Shares by way of an ordinary resolution in accordance with the provisions of Companies Xxx 0000. The Board shall have passed appropriate resolutions for approving the execution of this Agreement, the Services to be availed off hereunder and the allotment of the Equity Shares to the Incubator in the Company; The Company shall have filed appropriate forms with the Registrar for the giving effect to the resolutions passed under this Clause and shall, where requested for by the Incubator, deliver to the Incubator, within 30 (thirty) days of such request, certified true copies thereof along with the receipt in respect of such forms; The Company shall have sought the written approval of the holders of Equity Shares as may be required under any subsisting investment agreement for the issue of the allotment of the Equity Shares to the Incubator under this Agreement. The Company shall, file, in accordance with the applicable laws in this regard, a return of allotment in Form PAS – 3 on the allotment of the Equity Shares with the Registrar of Companies (“Purchase PriceRegistrar”)) within thirty days of such allotment to the Incubator. Deliver to the Incubator, within 30 days of such a certified true copy of the Form PAS -3 duly filed with the Registrar along with the receipt in respect of such forms. The Company shall deliver to the Incubator duly stamped share certificates in relation to the Equity Shares allotted. The Company shall update the register of member so as to reflect the Incubator as the holder of the Equity Shares allotted to him under this Agreement. All of the obligations set forth above, shall be satisfied no later than 60 (sixty) days from the date of execution of this Agreement or such later date as may be mutually decided between the Parties. The Incubate shall pay a notional amount of Rs. ………….. per month for the Virtual Incubation, subject to adjustment pursuant any modification that may be carried out by the Incubator, as per the Institute’s norms. The Incubatee shall pay advance monthly charges for 3 (three) months to Section 2.3the Incubator after execution of this Agreement. As the Virtual Incubation does not provide any Physical Infrastructural Services (Office space etc.), in case if the Incubatee wishes to avail such physical Infrastructural Services, it will request the Incubator for the same and the Incubator, at its sole discretion, may provide such services to the Incubatee, subject to the detailed terms & conditions of the Physical Incubation Agreement, to be paid as follows: (i) $260,000,000 in immediately available funds (executed between both the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, parties. Consideration for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, Physical Infrastructural Services shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds to the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and SellerPhysical Incubation Agreement only. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate consideration to be paid by or on behalf of that the Buyer shall pay Sellers for the LLC Interests Shares and for the Waiver other rights of the Buyer hereunder shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid as follows: sum of: (i) Three Million Eight Hundred Fifty Thousand U.S. Dollars (U.S. $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii3,850,000) $55,000,000 in 1,029,900 Common Units (the “Units”) issued payable to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) Sellers at the Closing by wire transfer of immediately available funds funds, and (ii) an amount equal to the account specified Performance Premium (as hereinafter defined) to which Sellers are entitled payable by Seller wire transfer of immediately available funds in accordance with the terms of subsection (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(db) below and (iii) reduced dollar for dollar for any excess of Senior Creditor indebtedness on the Closing Date over the Senior Creditor Limitation Amount (collectively, the "Purchase Price"). Any payments of the Purchase Price shall be delivered to HEP Logistics Holdings, L.P. (or its designee)divided between the Sellers based on the respective number of shares listed for each Seller on Annex A hereto. (cb) Sellers shall also be entitled to receive a "Performance Premium" equal to eight percent (8%) of the Value Added Revenue on the first twelve months of full production (after initial ramp-up period) on any PO (as defined below) not to exceed in the aggregate for all POs, the sum of One Million U.S. Dollars (U.S. $1,000,000) if Buyer (or an Affiliate thereof, including the Company) receives a purchase order from any original equipment manufacturer (or an Affiliate thereof) (collectively, an "OEM") for the Curvilinear / Angle Weld of any production order (a "PO") (specifically excluding any prototype orders), on any POs quoted during the twenty four (24) month period following the Closing Date, provided, however, the Buyer shall not be obligated to pay and Sellers shall not be entitled to receive the Performance Premium if: (i) a PO does not require a Curvilinear / Angle Weld; or (ii) production does not commence following the receipt of the PO. The Unit Consideration Performance Premium shall be paid by simultaneously with Purchaser's receipt of payment or partial payment under the PartnershipPO. In relation to each PO on which production commences, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter Buyer shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion provide Sellers' notice of the Cash Consideration in commencement of production and the amount anticipated date on which full production will commence as well as notice of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdingscommencement of full production. In addition, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline each payment made pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) this subsection (b), Buyer shall be determined by Seller and reported consistently by provide Sellers a statement describing the Partiescalculation of such Performance Premium payment.

Consideration. (a) The aggregate As consideration for the Transitional Services, Buyer shall pay to ASARCO the amount specified for each Transitional Service as set forth in Appendix A. If the amount to be paid for any Transitional Service is described in Appendix A as "cost", the use of the term "cost" does not mean ASARCO's cost to provide that Transitional Service, but the cost to Buyer to receive such Transitional Service from ASARCO. Upon the termination of any Transitional Service in accordance with Section 1.06 above, the compensation to be paid under this Section 2.01 shall be reduced by the amount specified for such terminated Transitional Service. Upon the reduction of the level of any specific Transitional Service, ASARCO and Buyer shall determine in good faith a reduction of the amount to be paid by or on behalf of Buyer for the LLC Interests and the Waiver shall be (x) the issuance of the Profits Interest hereunder due to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”)such reduction. (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds In addition to the account specified by Seller payments described in subparagraph (or its designee); provideda) above, however that the Cash Consideration allocated Buyer shall reimburse to ASARCO an amount equal to the Waiver pursuant sum of (i) all or a portion of the costs, if any, required by any third party incurred by ASARCO to obtain consents from such third parties to permit ASARCO to provide any Transitional Service to Buyer hereunder. Such costs and expenditures will be billed to Buyer in the monthly invoice(s) described in Section 2.2(d) below 2.03 below. In the event that ASARCO will be making any such disbursements of funds from a ASARCO account on behalf of Buyer, before any disbursement will be made, Buyer shall be delivered deposit funds equal to HEP Logistics Holdings, L.P. (or its designee)a reasonable estimate of such costs and expenditures into a ASARCO bank account designated by ASARCO. (c) The Unit Consideration At the Closing, Buyer shall be paid pay to Seller by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s wire transfer agent in immediately available funds __________ (the “Instruction Letter”$_______) irrevocably instructing such transfer agent to deliver certificates dollars representing the Unit Consideration issued Transitional Services one-time start-up costs, as set forth in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and SellerAppendices __. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate consideration Promoter agree to be paid by or on behalf transfer and convey Schedule B Property hereunder in favour of Buyer the Allottee/s for the LLC Interests and the Waiver shall be (x) the issuance “Total Sale Consideration” of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid Rs 7299500/- payable as follows: a. The Allottee/s has paid a sum of Rs. 7704904/-( Rupees. Seventy Seven Lakh Four Thousand Nine Hundred Four only) as booking amount (i) $260,000,000 in immediately available funds (hereinafter “the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “UnitsBooking Amount”) issued being 10% as part payment towards the Total Sale Consideration of the Plot at the time of application the receipt of which the Promoter hereby acknowledges and the Allottee/s hereby agrees to Seller (pay the remaining consideration of the Plot being Rs. 7199500/-( Payment Plan [Schedule D] as may be demanded by the Promoter within the time and in the manner specified therein. Provided that if the Allottee/s delays in payment towards any amount for which is payable; he shall be liable to pay interest at the rate specified in the Rules. Inter alia, in the event of default or an Affiliate delay by the Allottee/s in payment towards any amount is payable as per payment schedule, the Promoter shall be entitled to exercise its option of Seller designated by Sellercancelling the said allotment of the Plot and forfeiting the entire Booking Amount as mentioned hereinabove in Clause 2.1(a) (. b. That subject to the “Unit Allottee/s having paid all dues including the Total Sale Consideration”), which valuation is based the Promoter hereby agrees to sell and convey the Schedule B Property, together with all ways, easements and appurtenances whatsoever belonging to the said piece and parcel of Schedule B Property and all the estate, right, title, interest, property, claims and demands whatsoever of the Promoter into and upon the volume-weighted average price said piece and parcel of the Partnership’s Common Units, as quoted Schedule B Property on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds to the account specified by Seller (or its designee); provided, however that Allottee/s. The Allottee/s agree(s) to pay the Cash aforesaid balance Sale Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid Promoter abiding by the Partnership, on behalf development milestones and within the stipulated payment plan as detailed in Schedule D hereto: c. All the payments to be made through A/c Payee cheque/demand draft /Banker cheque or online payments in favour of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.M/s.

Consideration. The consideration for the Assets other than Inventories and the TrimQuest Membership Interest (athe "Credit Bid Assets") The will be: (i) certain indebtedness held by the First Lien Term Loan Lenders under the First Lien Term Loan in the aggregate consideration amount of $ , to be paid surrendered by or on behalf Agent pursuant to the Sale Order (the "Term Lenders' Indebtedness"), and (ii) the assumption of Buyer the Assumed Liabilities. The consideration for the LLC Interests TrimQuest Membership Interest will be cash in the amount of $ , and the Waiver shall consideration for the Inventories will be (x) the issuance of the Profits Interest a cash amount determined pursuant to Seller (or its designee) Section 2.10 and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), be subject to adjustment pursuant to Section 2.32.9 (together, to the "Cash Purchase Price") The sum of the Term Lenders' Indebtedness, the Assumed Liabilities and the Cash Purchase Price shall be paid as follows:the total purchase price for the Assets hereunder (the "Purchase Price"). (i) $260,000,000 Agent shall surrender the Term Lenders' Indebtedness in immediately available funds (exchange for the “Cash Consideration”)Credit Bid Assets and designate Buyer as assignee of the Agent to become the transferee of record for the Credit Bid Assets; and (ii) $55,000,000 in 1,029,900 Common Units Agent shall deliver fully executed releases and waivers of the Term Lenders' Indebtedness from each of the First Lien Term Loan Lenders; (the “Units”iii) issued Buyer shall pay $ by Wire Transfer to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”)Sellers, which valuation is based upon represents the volume-weighted average price Cash Purchase Price less the Escrow Amount; (iv) Buyer shall pay $ by Wire Transfer, representing the remaining balance of the Partnership’s Common UnitsCash Purchase Price, as quoted on to the New York Stock Exchange, for Escrow Agent pursuant to the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Escrow Agreement (the “HEP Common Unit 10-Day VWAP”"Escrow Amount"). ; and (bv) The Cash Consideration, subject Buyer shall pay $1,000,000 by Wire Transfer to adjustment the Designation Fund Account pursuant to Section 2.3, shall be delivered by Buyer to Seller 2.13 (or its designee) at the Closing by wire transfer of immediately available funds to the account specified by Seller (or its designee"Designation Fund Amount"); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) . The Unit Consideration Adjustment Amount shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Selleraccordance with Section 2.9. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) 2.1 The aggregate consideration Promoter agrees to be paid by or on behalf transfer and convey Schedule B Property hereunder in favour of Buyer the Allottee/s for the LLC Interests and the Waiver shall be “Total Sale Consideration” of Rs 951600/- (xRupeesNine Lakh Fifty One Thousand Six Hundredonly) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid payable as follows: a) Xxxxx to the execution of these presents the Allottee/s has / have paid to the Promoter a sum of Rs. 4,00,000/- (iRupees Four Lakhs Only) $260,000,000 in immediately available funds being part payment of the Total Sale Consideration of the Apartment agreed to be sold by the Promoter to the Allottee/s as Booking Amount /part Booking Amount (the “Cash Consideration”payment and receipt whereof the Promoter doth hereby admit and acknowledge at the foot of these presents); and (ii) $55,000,000 in 1,029,900 Common Units (and the “Units”) issued Allottee/s has/have agreed to Seller (or an Affiliate of Seller designated by Seller) (pay to the “Unit Consideration”), which valuation is based upon Promoter the volume-weighted average price balance of the Partnership’s Common UnitsTotal Sale Consideration in the manner hereinafter appearing in annexed hereto and applicable taxes and other charges as mentioned in Annexure “3”. The Allottee/s agree/s and accept/s that 10% of the Total Sale Consideration shall be treated as Booking Amount as per RERA Act; TIME SHALL BE AN ESSENCE with regard to the above mentioned obligation of the Allottee/s to make payment as per the Payment Plan more particularly provided in Annexure“3”. 2.2 The payments under this Agreement towards Total Sale Consideration or any payments are exclusive of payment of GST and/or any other taxes as are levied or which may be levied hereafter either by Central Government and/or State Government and/or any Public Authority. The Allottee/s hereby agree/s and consent/s that in the event, as quoted the rate of GST or such other applicable taxes being revised in future before grant of Occupation Certificate (OC) and/or payment of full consideration, the Allottee/s will be liable to make payment of such additional GST or such other applicable taxes based on revised rates on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”)such payments. 2.3 The Allottee/s is/are aware that the Allottee/s is/are liable to deduct the applicable Tax Deduction at Source (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designeeTDS) at the Closing by wire transfer time of immediately available funds making of any payment or credit of any sum to the account specified by Seller (of the Promoter, whichever is earlier in accordance with section 194IA in the Income Tax Act, 1961 or its designee); providedsuch other act as may be applicable from time to time. Pursuant to deduction of tax at source and payment of the same to the Government, however the Allottee/s shall submit the original TDS certificate within the prescribed timelines mentioned in the Income Tax Act, 1961. The Allottee/s is/are also aware that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below TDS shall be delivered to HEP Logistics Holdingspayable on the gross amount of the Total Consideration or part thereof, L.P. (excluding the GST or its designee). (c) The Unit Consideration shall be paid any such other taxes payable thereon by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.Allottee/s.

Consideration. (a) The aggregate consideration to be paid by Buyer, whether at Closing or after Closing, in exchange for the Purchased Assets and the covenants not to compete set forth in Section 11.1 (the "Consideration") shall be equal to an amount not to exceed Thirty Million Seven Hundred Fifty Thousand Dollars and No Cents ($30,750,000.00) payable in cash and Steixxx Xxxurities in accordance with Sections 2.1(b), 2.4 and 2.7-2.9 below. The Cash Holdback Amount (as defined below) shall be retained by Buyer to secure the adjustments to the Consideration pursuant to Section 2.4 and the indemnification obligations in Article X. Buyer shall have no fiduciary duties with respect to the Holdback Amount. To the extent that any portion of the Holdback Amount has not been used by Buyer to satisfy obligations under Section 2.4 or Article X, then Buyer agrees to deliver the remaining Holdback Amount to the Sellers on the later of (a) March 31, 2002 or (b) five days after the date on which any disputes with respect to the Closing Date Purchase Price adjustments are resolved pursuant to Section 2.4, provided that in the event that Buyer has provided notice to the Seller Parties of a claim for indemnification under Article X on or prior to such date, then Buyer may retain the portion of the Holdback Amount Buyer deems necessary, acting reasonably, to satisfy such indemnification obligations of the Seller Parties. (b) At the Closing, Buyer shall pay as directed by the Sellers at least 7 days prior to Closing, on behalf of Buyer for the LLC Interests and the Waiver shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectivelyall Sellers, in full satisfaction thereof, the “Consideration due on the Closing Date as follows (the "Closing Date Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid as follows:"): (i) $260,000,000 in cash, by wire transfer of immediately available funds funds, in an amount equal to Twenty-Four Million Seven Hundred Fifty Thousand Dollars and No Cents ($24,750,000.00), minus (i) the amounts required to be paid under that certain note, dated as of the date hereof made by TGH in favor of Steixxx X.X. Holdings, Inc., in the initial principal amount of Three Million Six Hundred and Twenty Five Thousand Dollars and No Cents ($3,625,000.00) (including all related loan documents, the "TGH Indebtedness"), and (ii) all Indebtedness, as of the Closing which creates a Lien on any Purchased Asset or in any way restricts the ability of any Seller Party to consummate the transactions contemplated thereby, other than the Capital Leases (the “"Seller Indebtedness"), (iii) $750,000 in cash (the "Cash Consideration”Holdback Amount"), and (iv) the legal fees and expenses relating to the TGH Indebtedness referred to in Section 8.1(s); and (ii) in a number of shares (rounded to the nearest whole number) of voting common stock, par value (U.S.) $55,000,000 in 1,029,900 Common Units .01 per share, of Steixxx Xxxsure Limited (the “Units”"Steixxx Xxxmon Stock") issued equal to Seller the number of shares determined by dividing (or an Affiliate of Seller designated y) Three Million Dollars and No Cents ($3,000,000.00) by Seller(z) (the “Unit Consideration”), which valuation is based upon the volume-weighted average closing sale price of the Partnership’s Common Units, a share of Steixxx Xxxmon Stock as quoted on the New York NASDAQ Stock Exchange, Market ("NASDAQ") for the 10 five consecutive trading days which precede the third trading day which is immediately preceding prior to the announcement date of Closing Date, as reported (absent manifest error in the transactions contemplated printing thereof) by this Agreement the Wall Street Journal (Eastern Edition) (the “HEP Common Unit 10-Day VWAP”"Average Closing Sale Price"). . No fractional shares of Steixxx Xxxmon Stock will be issued (b) The Cash Consideration, subject to adjustment the shares of Steixxx Xxxmon Stock issued pursuant to this Section 2.3(the "Steixxx Xxxsing Date Shares"). It being understood that Buyer will hold, shall be delivered by Buyer to Seller on behalf of Sellers, One Million Two Hundred Fifty Thousand Dollars and No Cents (or its designee$1,250,000.00) at of Steixxx Xxxsing Date Shares (valued in accordance with the Closing by wire transfer first sentence of immediately available funds to this Section) as security for Sellers' indemnification Obligations set forth in Article X below (the account specified by Seller (or its designee); provided, however that "Stock Holdback Amount," and together with the Cash Consideration allocated to Holdback Amount, the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee"Holdback Amount"). (c) The Unit Consideration shall be paid by At the PartnershipClosing, on behalf in consideration of Buyerthe covenants not to compete set forth in Section 11.1, at the Parties will apportion an amount of the Closing Date Purchase Price as determined by delivery of a letter an independent appraiser selected pursuant to the Partnership’s transfer agent Section 2.6 (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”"Non-Compete Consideration"), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate consideration 2.1. LUMSUM CONSIDERATION AND EXCLUSION As mentioned above, the Owner/Developer/Promoter herein agreed to be paid by sell to the Purchaser/s and the Purchaser/s has/have agreed to purchase from the Owner/Developer/Promoter the said open Plot at or on behalf of Buyer for the LLC Interests mutually agreed lump sum consideration of Rs. (Rupees only) and the Waiver Purchaser/s shall be (x) make the issuance payment of the Profits Interest same in the name of "XXXXX XXXXX ASSOCIATES LLP " or such other name as may be specified from time to Seller (or its designee) time by the Owner/Developer/Purchaser; and (y) $315,000,000 (clause (x) the said consideration amount is excluding expenses for stamp duty and (y) collectivelyregistration fees, GST and ALL other taxes, expenses, etc., and also all the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid other outgoings as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), mentioned herein below which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds to the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall will be paid by the Partnership, on behalf Purchaser/s separately as agreed and specified The Purchaser/s herein shall pay the aforesaid agreed consideration of Buyer, at the Closing by delivery of a letter Rs. (Rupees ) to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued Owner/Developer/Promoter in the name of Seller following manner : 1 Rs By Cheque Number Drawnon Bank 2 Rs By Cheque Number Drawnon Bank 3 Rs On or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion Before On or before date 4 Rs On or Before On or before date 5 Rs On or Before Balance of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver Payableon or before . Rs. TOTAL The said consideration excludes development charges and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller infra charges with respect to the incentive distribution rights waived common areas and roads of the said land and any other charges which are separately mentioned herein in this agreement and the same shall be payable separately by the Purchaser/s to the Owner/Developer/Promoter. The above referred said consideration amount is against the area of the plot of land purchased by the Purchaser/s from the Owner/Developer/Promoter. The said consideration excludes services obtained by the Purchaser/s towards development charges, common infrastructure, and all other charges which shall be separately payable by Purchaser/s to the Owner/Developer/Promoter (hereinafter referred to as “said Infrastructure Charges”). The said Development charges and Infrastructure Charges shall be Rs 3,50,000 (Rupees Three Lacs Fifty Thousand only) plus GST and the same shall be payable within 15 days from the date of demand letter sent by the Owner/Developer/Promoter to the Purchaser/s. The Purchaser/s shall pay to the Owner/Developer/Promoter all expenses which includes all professional fees, drafting fees advocate fees, legal costs, charges for the registration agreement to sell, sale deed, charges for creation of mutation entry in furtherance of on 7/12 extract and expenses including professional cost of the Attorney at law/Advocate of the Owner/Developer/Promoter in connection with the Waiver. (e) The portion formation of the Cash Consideration that qualifies said Society/ Common Body/ Federation and for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller preparing its rules, regulations and reported consistently by bye laws and the Partiescosts of preparing and engrossing the conveyance.

Consideration. (a) The Subject to Sections 2.4 and 8.2, the aggregate purchase price payable for the Affordable Housing Business pursuant to this Agreement shall consist of the payment of cash at the Closing by Buyers to the Sellers in an amount equal to the sum of (i) the lower of (A) the Estimated Adjusted Shareholders’ Equity, as set forth on the Estimated Closing Balance Sheet or (B) the Target Shareholders’ Equity (the “Closing Shareholders’ Equity Payment”), and (ii) the Affordable Housing Premium, and (iii) in the event the Intercreditor Bonds are owned by the Companies at the Closing, the Xxxxxxx Xxxxx Intercreditor Bond Amount (together the “Estimated Purchase Price” and the total consideration to be paid by or on behalf of Buyer for Buyers to the LLC Interests Sellers pursuant to this Section 2.2 as adjusted pursuant to Sections 2.3, 2.4 and the Waiver shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively8.2, the “Purchase Price”), . The Estimated Adjusted Shareholders’ Equity shall be subject to adjustment pursuant to after the Closing as set forth in Section 2.3, to be paid as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) No later than the second Business Day prior to the Closing Date, the Sellers shall cause to be prepared and delivered to Buyers an estimated schedule, prepared in good faith, of the assets and liabilities to be included in the calculation of Adjusted Shareholders’ Equity as of the close of business on the date immediately prior to the Closing Date (the “Estimated Closing Balance Sheet”), which shall include an estimated calculation of the Adjusted Shareholders’ Equity as of the close of business on the day immediately prior to the Closing Date (the “Estimated Adjusted Shareholders’ Equity”). The Cash Consideration, subject to adjustment pursuant to Section 2.3, Estimated Adjusted Shareholders’ Equity determined by Sellers shall be delivered by Buyer to Seller (or its designee) binding on Buyers and the Sellers for purposes of determining the Estimated Purchase Price payable at the Closing in accordance with Section 2.2(a). (c) On the Closing Date, Buyers will pay the Estimated Purchase Price by wire transfer of immediately available funds to such account or accounts as the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated Sellers shall have designated in writing to Buyers prior to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and SellerDate. (d) A portion of The Estimated Closing Balance Sheet, the Cash Consideration in Final Closing Balance Sheet, the amount of $15,400,000 Estimated Adjusted Shareholders’ Equity and the Actual Closing Shareholders’ Equity shall be allocated to prepared in accordance with GAAP, consistent with the Waiver accounting principles, procedures, policies and treated methods used in preparing the Pro Forma Balance Sheet, as a cash distribution by adjusted in accordance with the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership AgreementAdjusted Shareholders’ Equity Principles and Adjustments. For illustrative purposes, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waivercalculation of Adjusted Shareholders’ Equity as of September 30, 2006, is set forth on Schedule 2.2(d). (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. Buyer shall pay the following consideration (irrespective of whether Buyer acquires any of the Acquired Assets or Acquired Businesses pursuant to this Agreement or is required to engage in an Alternative Transaction as contemplated in Section 4.18) for the Acquired Assets, Acquired Business and the License Agreement substantially in the form attached hereto as Exhibit C (the "License Agreement") which shall consist of: (a) The aggregate consideration (i) $29,000,000.00 for the Acquired Assets and the Acquired Business and (ii) $8,000,000.00 in connection with the license granted to Buyer under the License Agreement (the "Purchase Price"), payable by wire transfer of immediately available funds to such bank account as shall be designated by Fiberite at least two business days prior to the applicable payment date provided below against delivery of a receipt duly executed by Fiberite acknowledging receipt of the same; provided that Fiberite hereby designates that the portions of the Purchase Price represented by the Deposit and the Remainder be paid by or on behalf the applicable payment dates directly to the creditors in respect of Buyer for the LLC Interests and outstanding principal of the Waiver Permitted Debt. The Purchase Price shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid in two installments as follows: (i) $260,000,000 in immediately available funds 18,500,000 (the “Cash Consideration”)"Deposit") shall be paid on the first business day after the closing of the Stock Purchase Agreement; and (ii) $55,000,000 in 1,029,900 Common Units 18,500,000 (the “Units”"Remainder") issued to Seller (or an Affiliate of Seller designated by Seller) (shall be paid at Closing, provided that if the “Unit Consideration”), which valuation is based upon Regulatory Approvals shall not have been obtained within 60 days after the volume-weighted average price closing of the Partnership’s Common Units, as quoted Stock Purchase Agreement then the Remainder shall be paid on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date first business day following expiration of the transactions contemplated by this Agreement (the “HEP Common Unit 10such 60-Day VWAP”)day period. (b) The Cash Considerationan undertaking substantially in the form set forth as Exhibit D attached hereto (the "Undertaking"), subject whereby Buyer will assume and agree to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at pay and discharge the Closing by wire transfer of immediately available funds to Assumed Liabilities as provided in the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee)Undertaking. (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter Notwithstanding anything in this Agreement to the Partnership’s transfer agent (contrary, Buyer agrees that the “Instruction Letter”) irrevocably instructing such transfer agent obligation of Buyer to pay the Purchase Price and deliver certificates representing the Unit Consideration issued Undertaking as provided in this Section 1.2 is absolute and is in no way contingent on the name occurrence or nonoccurrence of Seller any event, including, without limitation, the receipt of any necessary consents or its designee (approvals of any United States or any other governmental authority that are required for the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion consummation of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution transaction contemplated by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership this Agreement, the Partnership will not allocate transfer of any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred Acquired Assets by Fiberite to Buyer, the breach of any representation or warranty by any Party, the failure to perform or comply with respect to Seller’s interest in UNEV Pipeline any agreement or covenant by any Party or the termination of this Agreement (other than pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the PartiesArticle V of this Agreement).

Consideration. (a) The aggregate consideration to be paid by or on behalf of Buyer for the LLC Interests and the Waiver shall be Assets (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”) will be (i) Two Million Eight Hundred Thousand dollars ($2,800,000), subject to adjustment pursuant as provided in Section 2.3(b) (the “Closing Cash Payment”), (ii) plus the Earn-Out Amount, if any, (iii) minus the [* * *] Refund Amount, if any, (iv) plus the assumption of the Assumed Liabilities. In accordance with Section 2.8(b), at the Closing, the Closing Cash Payment of the Purchase Price shall be delivered by Buyer to Section 2.3Sellers by wire transfer of immediately available funds. The Earn-Out Amount, to if any, shall be paid by Buyer to Parent in accordance with Section 2.9 and the [* * *] Refund Amount, if any, shall be paid by Sellers to Buyer in accordance with Section 2.10. THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. (b) The Purchase Price shall be adjusted as follows: (i) $260,000,000 in immediately available funds Five days prior to the Closing Date, the Sellers shall deliver to the Buyer the latest statement from Administaff, Inc., the Parent’s payroll firm (“Administaff”), which statement shall include the Liabilities for vacation for the Transferred Employees accrued as of the date of such statement (the “Estimated Accrued Vacation”) and which shall be substantially in the form set forth in the Seller Disclosure Letter. If the Estimated Accrued Vacation is less than the vacation accrual for the Transferred Employees set forth on the Balance Sheet Statement, then the Closing Cash Consideration”); andPayment to be paid by the Buyer at the Closing shall be decreased by an amount equal to such shortfall. If the Estimated Accrued Vacation is greater than the vacation accrual for the Transferred Employees set forth on the Balance Sheet Statement, then the Closing Cash Payment shall be increased by an amount equal to such excess. (ii) $55,000,000 in 1,029,900 Common Units As promptly as practicable, but no later than 30 calendar days after the Closing Date, the Sellers shall cause Administaff to prepare and deliver to the Sellers and the Buyer a statement that includes the Liabilities for vacation for the Transferred Employees accrued as of the Effective Time (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit ConsiderationClosing Accrued Vacation”), which valuation shall be substantially in the form set forth in the Seller Disclosure Letter. If the Closing Accrued Vacation is based upon greater than the volume-weighted average price Estimated Accrued Vacation, then the Buyer shall pay to the Seller an amount equal to the difference between the Estimated Accrued Vacation and the Closing Accrued Vacation within five Business Days after delivery of the Partnership’s Common Unitsstatement of Closing Accrued Vacation to the Buyer and the Sellers, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at and if the Closing by wire transfer of immediately available funds to Accrued Vacation is less than the account specified by Seller (or its designee); providedEstimated Accrued Vacation, however that then the Cash Consideration allocated to the Waiver pursuant to $50,000 amount set forth in Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii2.9(b)(ii) shall be determined deemed increased by Seller and reported consistently by an amount equal to such shortfall. If the PartiesFinal Accrued Vacation is equal to the Estimated Accrued Vacation, then no adjustment shall be made.

Consideration. 3.1 The aggregate consideration payable by the Purchaser to the Sellers for the sale and purchase of the Sale Shares and the Balance RG Sale Shares subject to withholding Taxes (as detailed in Clause 3.18) in accordance with the terms of this Agreement (“Purchase Consideration”) shall be determined in the following manner: Purchase Consideration = A + B – C – D – E – F – G + H + I + J Where: ‘A’ is the Base Consideration; ‘B’ is the Net Working Capital Adjustment Amount; ‘C’ is the Net Debt Adjustment Amount; ‘D’ is the Working Capital Loan Amount, if any, not included in item B above; ‘E’ is the Identified Leakage; ‘F’ is the Purchaser Repayment Amount; ‘G’ is the Specific Adjustments Amount; ‘H’ is the OPIC Repayment Amount, to the extent funded by way of inter-corporate loan extended by the Seller Group, and interest at the rate of 10.6% (Ten Point Six Percent) per annum until repayment of such inter-corporate loan; ‘I’ is the Cash Shortfall Amount, which has not been repaid to the Seller Group, and interest at a rate of 10.6% (Ten Point Six Percent) per annum on the inter-corporate loan that is infused by the Seller Group to meet the Cash Shortfall Amount; and ‘J’ is the amount, if any, lent by the Seller Group to AZR Five and AZR Genco in order to repay the AZR Senior Lenders to rectify the non-compliance on account of excess drawdown under the Existing Facility Agreements and interest at a rate of 10.6% (Ten Point Six Percent) per annum on such amount lent by the Seller Group to AZR Five and AZR Genco (“Drawndown Settlement Amount”). 3.2 The Sellers shall provide the Management Accounts as on 30 September 2020 along with the Auditor’s Certificate to the Purchaser as and when available but in any event prior to the delivery of the Adjustment Notice to the Purchaser. 3.3 The Seller shall, within 1 (one) Business Day of the receipt of the CP Satisfaction Notice issued by the Purchaser, provide to the Purchaser with a notice duly certified by a director of AZI, enclosing the following details (“Adjustment Notice”): (a) The aggregate consideration to be paid by or on behalf Statement of Buyer for the LLC Interests all Identified Leakages between Valuation Date and the Waiver shall be (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (Adjustment Notice, along with a confirmation that on and from the “HEP Common Unit 10-Day VWAP”).date of the Adjustment Notice there will be no Leakage undertaken except with prior consent of the Purchaser, which consent shall not be withheld in case such Leakages are Permitted Leakages; (b) The Cash Considerationdetails of the Net Working Capital Adjustment Amount, subject to adjustment pursuant to Section 2.3Net Debt Adjustment Amount, shall be delivered by Buyer to Seller Working Capital Loan Amount and Specific Adjustments (or its designee) at along with details of the Closing by wire transfer capital creditors of immediately available funds to the account specified by Seller (or its designeeGroup SPVs); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee).; (c) The Unit Consideration shall be paid Statement of the Purchaser Repayment Amount, Seller Group Loans, Cash Shortfall Amount, OPIC Repayment Amount, Drawndown Settlement Amount and details of inter- corporate loans extended by the Partnership, on behalf Seller Group as per the terms of Buyer, at the Closing by delivery of a letter this Agreement that will be converted into Shares prior to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller.Closing; and (d) A portion Determination of the Cash Consideration ‘Purchase Consideration’ in accordance with Clause 3.1 above. 3.4 Within 7 (seven) Business Days of receipt of the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership AgreementAdjustment Notice, the Partnership will not allocate Purchaser may raise any income to Seller disputes with respect to the incentive distribution rights waived calculation of the Purchase Consideration (or any constituent thereof), by issue of a written notice to the Sellers (“Dispute Notice”). If no Dispute Notice has been issued by the Purchaser within the aforesaid period, the Parties shall proceed to Closing on the basis of the amounts mentioned in connection with the WaiverAdjustment Notice. 3.5 If the Purchaser issues a Dispute Notice to the Sellers within the aforesaid period, then: (ea) The Purchaser and Sellers shall mutually discuss and make reasonable endeavours in good faith to resolve such dispute within 7 (seven) Business Days of the date of the Dispute Notice; (b) If no agreement is reached between the Purchaser and Sellers within the aforesaid 7 (seven) Business Day period as set out in Clause 3.5(a) above, then the Purchaser and Sellers shall refer such dispute to the respective senior management of the Purchaser and Sellers, being the chief executive officer, chief financial officer, or chief operating officer (or equivalent managerial positions) in case of the Sellers, or any member of the board of directors in case of the Purchaser (“Senior Management”) who shall endeavour to resolve such dispute on a good faith basis and determine the final calculation of the Purchase Consideration within a period of 7 (seven) Business Days of such reference; (c) If no agreement is reached between the Senior Managements within the 7 (seven) Business Day period as set out in Clause 3.5(b) above and in case there is a difference of INR 2,00,00,000 (Indian Rupees Two Crore) or less in the calculation of Identified Leakages as set out in the Dispute Notice (and as updated basis the agreement in writing between the Senior Management of the Sellers and Purchaser, if any), then the Parties shall proceed to Closing on the basis of the amounts as suggested by the Senior Management of the Sellers. It is agreed that, such Identified Leakage (to the extent which is disputed and in which is equal to or below INR 2,00,00,000 (Indian Rupees Two Crore)) shall be verified by the Purchaser post Closing and shall be dealt with in accordance with Clause 3.13 below; (d) If no agreement is reached between the senior managements of the Purchaser and Sellers within the 7 (seven) Business Day period as set out in Clause 3.5(c) above and in case the difference in the calculation of the Identified Leakages as set out in the Dispute Notice (and as updated basis the agreement in writing between the Senior Management of the Sellers and Purchaser, if any) exceeds INR 2,00,00,000 (Indian Rupees Two Crore) or there is disagreement on any other constituent of the Purchase Consideration, then the Parties shall proceed to Closing only on the basis of the final amount of the Purchase Consideration as agreed in writing between the Senior Management of the Purchaser and Sellers. It is clarified that neither Party shall be obligated to proceed towards Closing until such agreement has been reached between the Senior Management. 3.6 Subject to Clause 3.15 (Holdback) below, the Purchase Consideration, as determined basis this Clause 3, shall be the entire consideration payable by the Purchaser towards the purchase of the Sale Shares and the Balance RG Sale Shares (other than payment of Purchaser Repayment Amount towards repayment of Seller Group Loans). The Purchase Consideration shall be apportioned and paid by the Purchaser in four parts; first, the Purchase Consideration less the Balance RG Sale Consideration and less the Holdback Amount (“Shares Consideration”) payable at Closing, second the Holdback Amounts as payable in accordance with Clause 3.15 (Holdback) and Schedule 24 hereto, and third, such portion of the Cash Balance RG Sale Consideration payable towards the Balance RG1 Sale Shares and fourth, the remainder of the Balance RG Sale Consideration payable towards the Balance RG2 Sale Shares at RG Closing in respect of Balance RG2 Sale Shares. 3.7 It is clarified that the Purchase Consideration shall be determined basis this Clause 3 for each of AZR Genco and AZI SPVs separately, for the purpose of apportionment of the Purchase Consideration towards each such entity, as indicated by the Purchaser in the Adjustment Notice. The Purchase Consideration that qualifies is attributed towards each RG SPV shall be divided by the total number of Shares of such RG SPV to arrive at per Share price, which shall be used to determine the Sale Consideration and Balance RG Sale Consideration for treatment such RG SPV. For the above, it shall be assumed that (i) the inter-corporate loans that are extended by the Seller Group, as a reimbursement for per the terms of this Agreement and more particularly as set out under Clause 3.12(c) after the Execution Date to meet capital expenditures incurred with respect expenditure requirements of the Group SPVs and (ii) any other part of the Seller Group Loans that are agreed between the Sellers and Purchaser to Seller’s be converted into Equity Shares, are converted into Equity Shares of the relevant Group SPVs. 3.8 Upon transfer of the Sale Shares to the Purchaser on the Closing Date, the full legal and beneficial rights, title and interest in UNEV Pipeline pursuant the Sale Shares, shall vest with the Purchaser and/or the Purchaser Nominees (as the case may be) together with all rights and benefits attached thereto, and the Purchaser and/or the Purchaser Nominees (as the case may be), shall be the sole and absolute legal, beneficial and registered owner of the Sale Shares. 3.9 The aggregate consideration payable by the Purchaser to Treasury Regulations Section 1.707-4(d)(2)(iithe Sellers for the sale and purchase of the Balance RG Sale Shares (“Balance RG Sale Consideration”) shall be the amount as determined in accordance with this Clause 3, along with the determination of the Shares Consideration for the Sale Shares. 3.10 Upon transfer of the Balance RG Sale Shares to the Purchaser on the RG Closing Date, the full legal and beneficial rights, title and interest in the Balance RG Sale Shares, shall vest with the Purchaser together with all rights and benefits attached thereto, and the Purchaser, shall be the sole and absolute legal, beneficial and registered owner of the Balance RG Sale Shares. 3.11 The Parties acknowledge that the payment of the Shares Consideration on Closing Date, together with the Holdback Amount, if any, payable in terms of Schedule 24 and this Agreement, in aggregate and the payment of the Purchaser Repayment Amount and repayment of the Seller Group Loans from such amounts, as well as the payment of the Cash Shortfall Amount, Drawdown Settlement Amount and OPIC Repayment Amount, shall constitute full and final payment by Purchaser towards the Sellers for the First Tranche Sale Shares and the Seller Group Loans. The Parties further acknowledge that the payment of the Balance RG Sale Consideration on RG Closing shall constitute full and reported consistently final payment by Purchaser towards the PartiesSellers for the Balance RG Sale Shares.

Consideration. (a) The aggregate Upon the terms and subject to the conditions contained herein, as consideration to be paid by or on behalf of Buyer for the LLC Interests purchase of the Lottery Assets and the Waiver entry by Seller and Principal Shareholder into the Non-Competition Agreement, Buyer shall be (x) the issuance of the Profits Interest pay to Seller the purchase price (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”"PURCHASE PRICE"), subject to adjustment pursuant to the Adjustment Amount as set forth in Section 2.32.4, to be paid as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds to the account specified by Seller at Closing, Thirteen Million Five Hundred Thousand Dollars (or its designee$13,500,000)(the "CURRENT PRICE COMPONENT"); provided, however that the Cash Consideration allocated to the Waiver as adjusted pursuant to Section 2.2(d2.4(a), consisting of a release from escrow of the Deposit and a wire transfer of the remaining balance of the Current Price Component; (ii) below shall be delivered an aggregate Nine Million Dollars ($9,000,000) payable in sixty (60) equal monthly installments in accordance with and subject to HEP Logistics HoldingsSCHEDULE 2.1(c)(ii) attached hereto (the "DEFERRED PAYMENT COMPONENT"); and (iii) for sixty (60) months following the Closing Date, L.P. an amount, not to exceed an aggregate Six Million Dollars (or its designee$6,000,000), earned and payable on a calendar quarterly basis during such period, in accordance with and subject to SCHEDULE 2.1(c)(iii) attached hereto (the "PERCENTAGE PAYMENT COMPONENT"). (civ) The Unit Consideration Seller shall have the right, subject to the requirements of Section 10.10 of this Agreement, to audit or review, by itself or an accounting firm designated by Seller, on reasonable notice to Buyer and during normal business hours, Buyer's books and records relating to the Deferred Payment, the Applicable Revenues Payment and the Applicable Counterpoint Revenues Payment. Such audit or review shall be paid by the Partnershipat Seller's sole cost and expense; provided, on behalf however, that if such audit or review results in an increase of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration 10% in the amount of $15,400,000 paid to Seller, then Buyer shall be allocated to pay the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion cost of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Partiesaudit or review.

Consideration. The Shareholders shall sell the Initial Shares and the Options to the Purchaser for a total price (the "Purchase Price") of [*], which shall be subject to adjustment as set forth herein. The Purchaser Price shall be payable in cash at the Closing, except that the sum of (a) the Venetel Option Price and (b) all outstanding principal and interest under the OPIC Loan that is not repaid by the Companies as of the Closing shall be deducted from the amount payable to the Shareholders on a dollar-for-dollar basis. If, at the time of the earlier of the consummation of the Venetel Option and the expiration of the Venetel Option, the amount actually paid by the Purchaser with respect to the Venetel Option is less than the Venetel Option Price, the Purchaser shall pay to the Shareholders the difference (up to [*] between the Venetel Option Price and the amount actually paid (which amount could be zero if the Venetel Option expires) by the Purchaser to the holders of the remaining [*] of the outstanding capital stock of Venetel upon consummation of the Venetel Option. If the Venetel Option expires unexercised and subsequent to the payment contemplated by the immediately preceding sentence, the Purchaser acquires and pays for additional shares of Venetel, the Shareholders shall reimburse to the Purchaser the amount so paid up to [*]. CONFIDENTIAL TREATMENT REQUESTED The aggregate consideration Purchase Price shall be subject to adjustment to the extent the telecommunications frequencies (the "Channels") of the Companies do not, as of the applicable date of determination, constitute "Qualified Channels" as defined in this Agreement. In order for a channel to be paid considered a Qualified Channel for purposes of this Agreement, Purchaser, in cooperation with IWCH and the Companies, must have been able to obtain confirmation, to the reasonable satisfaction of Purchaser (the "Required Comfort"), that such Channels meet any of the following standards: (i) in order for Channels to be considered "Confirmed Original Channels" held by one of the Companies, such Channels must have been legally and validly assigned to one of the Companies by Conatel and there must be no reasonable evidence nor any notice received from the Venezuelan regulatory authorities that such assignment is no longer in effect or on behalf reasonably likely to be revoked; (ii) in order for Channels to be considered "Confirmed Reserved In Use Channels" held by one of Buyer the Companies, such Channels must have been previously reserved by Conatel in accordance with its usual and customary practices in favor of one of the Companies, there must be a showing that the requirements to begin use of such reserved Channels were complied with, there must be no reasonable evidence nor any notice received from the Venezuelan regulatory authorities that such reservation is no longer in effect or reasonably likely to be revoked, and there must have been at least an oral communication from Conatel made jointly to representatives of the Companies and the Purchaser confirming that the use of such Channels is valid; and (iii) in order for Channels to be considered "Confirmed Reserved Channels" held by one of the Companies, such Channels must have been reserved by Conatel in accordance with its usual and customary practices in favor of one of the Companies, there must be a showing that the requirements to continue to hold such reserved Channels and to apply to use them in the future have been complied with, there must be no reasonable evidence nor any notice received from the Venezuelan regulatory authorities that such reservation is no longer in effect or reasonably likely to be revoked, and there must have been at least an oral communication from Conatel made jointly to representatives of the Companies and the Purchaser confirming that the reservation of such Channels is valid. It is understood and agreed that the Shareholders and the Companies shall be entitled to take such actions as may be legally necessary in order to cause Channels assigned to or reserved for the LLC Interests Companies as of the date hereof to be confirmed by Conatel as Qualified Channels. However, in no event shall a Channel that was neither assigned to, previously reserved for and currently used by, nor reserved for, the Companies as of the date of this Agreement constitute a Qualified Channel for purposes of this Agreement. Purchaser and the Waiver Shareholders agree to cooperate with each other, and to use their respective commercially reasonable best efforts, to promptly obtain the Required Comfort both prior to and after the Closing; in connection therewith Purchaser agrees not to discuss the Companies or the Channels with Conatel except following prior consultation with IWCH and, at the request of IWCH, in the presence of an IWCH representative. CONFIDENTIAL TREATMENT REQUESTED In the event that the aggregate number of (i) Confirmed Original Channels for immediate use in Caracas, (ii) Confirmed Reserved In Use Channels in Caracas and (iii) Confirmed Reserved Channels reserved for use in Caracas (collectively, "Caracas Qualified Channels") is less than [*], then the Purchase Price shall be reduced by the product of (x) the issuance difference between [*] and the actual number of the Profits Interest to Seller (or its designee) and Caracas Qualified Channels times (y) $315,000,000 [*] (clause such product being the "Caracas Shortfall"). In the event that the number of (i) Confirmed Original Channels for immediate use outside Caracas, (ii) Confirmed Reserved In Use Channels outside Caracas and (iii) Confirmed Reserved Channels reserved for use outside Caracas (collectively, "Non-Caracas Qualified Channels") is less than [*] then the Purchase Price shall be reduced by the product of (x) the difference between [*] and the actual number of Non-Caracas Qualified Channels times (y) collectively[*] (such product being the "Non-Caracas Shortfall"). At the time of the execution of the Purchase Agreement (as defined below), the “Purchase Price”Purchaser shall place in escrow with an independent escrow agent (which may be any commercial banking institution or trust company with at least $1 billion in assets within the United States (the "Escrow Agent")), subject to adjustment pursuant to an escrow agreement, in customary form and in substance consistent with the provisions of this paragraph, an amount (the "Pre-Closing Escrow") equal to the sum of (a) the number of Caracas Qualified Channels for which Purchaser shall have by such date received the Required Comfort times [*] plus (b) the number of Non-Caracas Qualified Channels for which Purchaser shall have by such date received the Required Comfort times [*]. The Pre-Closing Escrow shall be, together with the balance of the Purchase Price payable at the Closing pursuant to this Agreement, paid to IWCH (on behalf of the Shareholders) in cash at the Closing. During the 24-month period following the Closing (the "Post-Closing Security Period"), as and when additional Channels constitute Qualified Channels, IWCH (on behalf of the Shareholders) shall be paid by Purchaser or the Escrow Agent promptly, but in any event within five (5) business days of written demand by IWCH, the following: (a) with respect to additional Caracas Qualified Channels, the product of (x) the number of Channels that became Caracas Qualified Channels times (y) [*] and (b) with respect to additional Non-Caracas Qualified Channels, the product of (x) the number of Channels that became Non-Caracas Qualified Channels times (y) [*] (any additional amounts that become payable to IWCH pursuant to this sentence being referred to therein as the "Additional Channel Payments"). If at the Closing in order to fulfill the condition set forth in subsection (i) of the second paragraph of Section 2.35 of this Agreement, Purchaser is prepared to pay and pays IWCH and amount in excess of the amount that would be required to be paid at such time based on the number of Channels then constituting Qualified Channels, the Purchaser shall be entitled to a credit against Additional Channel Payments and the Shortfall (as hereafter defined), which credit shall be applied to the first payments that would be required to be paid as follows: Additional Channel Payments. CONFIDENTIAL TREATMENT REQUESTED In no event shall the Shareholders be required to refund any amount of such excess otherwise than by way of credit against Additional Channel Payments. At the Closing, the amount of the Caracas Shortfall and the Non-Caracas Shortfall (icollectively, the "Shortfall") $260,000,000 shall be secured for the duration of the Post Closing Security Period pursuant to an escrow agreement which is in customary form and in substance consistent with the provisions of the immediately available funds preceding paragraph, this paragraph and the immediately succeeding paragraph (the “Cash Consideration”"Post Closing Escrow Agreement") by the Purchaser either: (a) placing the amount of the Shortfall in cash in escrow pursuant to the Post-Closing Escrow Agreement (the "Post-Closing Escrow"); and (iib) $55,000,000 in 1,029,900 Common Units depositing with the Escrow Agent publicly-traded securities (the “Units”) issued which securities may be replaced and substituted by Purchaser from time to Seller (or an Affiliate of Seller designated by Sellertime) (the “Unit Consideration”), which valuation is based upon "Stock Pledge") having a minimum aggregate market value at all times during the volumePost-weighted average price Closing Security Period equal to at least twice the amount of the Partnership’s Common Unitsbalance of the Shortfall as of such time; or (c) delivering to the Escrow Agent an irrevocable standby letter of credit issued in favor of the Escrow Agent by a commercial banking institution reasonably acceptable to IWCH and in form reasonably satisfactory to IWCH (the "L/C") having a minimum outstanding draw amount as of any time during the Post-Closing Security Period equal to at least the amount of the balance of the Shortfall as of such time, and having a term equal to at least twenty-one (21) days subsequent to the end of the Post Closing Security Period or if such term is for a shorter period, providing that the L/C can be drawn against in full at any time during the last five business days of its term if not replaced prior to such period by a form of Security Method (as hereinafter defined) meeting the requirements of this Agreement. Any securities to be included in the Stock Pledge shall be publicly traded U.S. government securities, commercial paper or corporate debt securities rated in each case B2 or higher by Xxxxx'x Investor Service and B or higher by Standard and Poor's, or securities listed on any national securities exchange or the NASDAQ National Market; provided, however, such securities issued to Purchaser by any of its affiliates shall be qualified to be pledged under the Stock Pledge only if such securities are either (a) as to stock or corporate debt, registered for sale under the Securities Act of 1933, as quoted on the New York Stock Exchangeamended, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). or (b) The Cash Considerationas to stock, subject to adjustment freely tradable by a pledgee pursuant to Section 2.3Rule 144 under such Act. The Purchaser shall have the right of elect which of the Post-Closing Escrow, shall be delivered by Buyer the Stock Pledge and the L/C (collectively, the "Security Methods") to Seller (or its designee) at the Closing by wire transfer of immediately available funds provide to the account specified by Seller Escrow Agent and the Purchaser shall have the right, form time to time, to substitute one type of Security Method for another type. If the Security Method then in effect during the Post-Closing Security Period is the Post-Closing Escrow or the L/C, the Escrow Agent shall have the obligation to pay any Additional Channel Payments to IWCH (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyerthe Shareholders) directly from the Post-Closing Escrow or by the Post Closing Escrow Agent making draws against the L/C, at respectively, as and when such Additional Channel Payments are payable pursuant to this Agreement. If the Security Method then in effect during the Post-Closing by delivery of a letter Security Period is the Stock Pledge, and IWCH has provided written notice to the Partnership’s transfer agent Post Closing Escrow Agent that any CONFIDENTIAL TREATMENT REQUESTED Additional Channel Payments have not been paid to IWCH (on behalf of the “Instruction Letter”Shareholders) irrevocably instructing by Purchaser after such transfer agent payments were payable pursuant to deliver certificates representing this Agreement, the Unit Consideration issued Escrow Agent shall have the obligation to liquidate the Stock Pledge in accordance with the name terms of Seller or its designee (the “Certificates”)Post Closing Escrow Agreement, which Instruction Letter shall be in a form and substance reasonably acceptable apply the proceeds to both Buyer and Seller. (d) A any portion of the Cash Consideration Shortfall then payable and retain the balance of such proceeds as if they had been deposited by Purchaser into the Post-Closing Escrow. At the end of the Post-Closing Security Period, any amount remaining in the amount of $15,400,000 shall be allocated to Post-Closing Escrow, any securities remaining under the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate Stock Pledge or any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The undrawn portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) L/C shall be determined by Seller and reported consistently by the Partiesreleased to Purchaser.

Consideration. (a) The Subject to the terms and conditions set forth in this Agreement, in addition to any 2007 Deferred Consideration Amount and 2008 Deferred Consideration Amount that may be payable pursuant to Sections 2.3 and 2.4 hereof, respectively, the aggregate consideration to be paid by or on behalf of Buyer for the LLC Interests and the Waiver Shares shall be be, subject to adjustment as set forth in Section 2.2(b), equal to $26,650,000 (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject plus an amount equal to adjustment pursuant the Autocartoner Indebtedness. At the Closing, the aggregate consideration, shall be payable by the Purchaser to Section 2.3or for the benefit of the Sellers, in proportion to be paid each Seller’s Pro Rata Ownership Percentage, as follows: (i) $260,000,000 an amount equal to (A) the Purchase Price multiplied by 0.85, less (B) the Purchase Price Adjustment Escrow Amount (as defined herein), less (C) the Indemnification Escrow Amount (as defined herein), less (D) an amount equal to the Closing Indebtedness (which shall be applied at the direction of the Seller pursuant to Section 5.15 hereof to extinguish the Closing Indebtedness as part of the Closing), plus (E) an amount equal to the Autocartoner Debt, shall be payable in cash by wire transfer of immediately available funds at the Closing (the “Closing Date Cash Consideration”) to the Sellers; and (ii) a number of duly authorized and non-assessable shares (the “Closing Date Consideration Shares”) of Purchaser Common Stock having a value equal to the Purchase Price multiplied by 0.15, shall be issued to the Sellers at the Closing, subject to the limitations in Section 2.9 hereof; (iii) $500,000 (the “Purchase Price Adjustment Escrow Amount”) shall be deposited by the Purchaser with the Escrow Agent into the Purchase Price Adjustment Escrow Fund on the Closing Date, which amount shall be held and distributed, subject to Purchaser’s Right of Set-off the Working Capital Adjustment, if any, in accordance with Section 7.3(e), and the Purchase Price Adjustment, if any is owing to Purchaser, in accordance with Section 2.2(b)(ii)(A), in each case pursuant to the terms of the Escrow Agreement in the form of Exhibit 2.2(a)(iii) (the “Escrow Agreement”); and (iiiv) $55,000,000 in 1,029,900 Common Units 2,000,000 (the “UnitsIndemnification Escrow Amount”) issued shall be deposited by the Purchaser with the Escrow Agent into the Indemnification Escrow Fund on the Closing Date, which amount shall be held, subject to Seller Purchaser’s Right of Set-off, if any, in accordance with Section 7.3(e), and distributed pursuant to the terms and provisions of the Escrow Agreement as follows: (A) $1,000,000 (or an Affiliate of Seller designated by Sellersuch lesser amount as may remain) (shall be released to the “Unit Consideration”), which valuation is based upon Sellers following the volume-weighted average price filing of the PartnershipPurchaser’s Common UnitsAnnual Report on Form 10-K, as quoted on under the New York Stock ExchangeExchange Act, for the 10 trading days immediately preceding fiscal year ended December 31, 2006; and (B) the announcement date of remaining amount, if any, shall be released to the transactions contemplated by this Agreement (Sellers 18 months after the “HEP Common Unit 10-Day VWAP”)Closing Date. (b) Within ten (10) days following the date on which the Audit Report (and each of the Working Capital Statement and EBITDA Statement contained therein) becomes final and binding on the parties in accordance with Section 2.7, the Purchaser shall calculate an adjusted Purchase Price that is equal to actual 2006 Adjusted EBITDA, as set forth in the final Audit Report, multiplied by 6.5, and taking into account the Working Capital Adjustment, if any, calculated in accordance with Section 2.7 and reducing such price dollar for dollar by an amount equal to all accrued and unpaid costs incurred by the Company as a result of the transactions contemplated hereby (the “Adjusted Purchase Price”). The Cash Considerationdifference between the Adjusted Purchase Price and the Purchase Price paid at Closing shall be hereinafter referred to as the “Purchase Price Adjustment” regardless of whether such Purchase Price Adjustment is owed by Purchaser to Sellers or by Sellers to Purchaser. (i) If the Adjusted Purchase Price based upon the final Audit Report exceeds the Purchase Price that was paid on the Closing Date, subject then Purchaser shall pay the Purchase Price Adjustment to adjustment pursuant Sellers, in proportion to Section 2.3each Seller’s Pro Rata Ownership Percentage, as follows: (A) an amount equal to the Purchase Price Adjustment multiplied by 0.85, shall be delivered by Buyer to Seller (or its designee) at the Closing payable in cash by wire transfer of immediately available funds to the account specified by Seller Sellers; (or its designee); provided, however that the Cash Consideration allocated B) a number of duly authorized and non-assessable shares of Purchaser Common Stock having a value equal to the Waiver pursuant to Section 2.2(d) below Purchase Price Adjustment multiplied by 0.15, shall be delivered issued to HEP Logistics Holdingsthe Sellers; and (C) The remaining portion of the Purchase Price Adjustment Escrow Amount, L.P. if any, shall be released to Sellers in accordance with the terms of the Escrow Agreement. (ii) If the Adjusted Purchase Price based upon the final Audit Report is less than the Purchase Price that was paid on the Closing Date, then Sellers shall pay the difference to Purchaser as follows: (A) an amount equal to the Purchase Price Adjustment multiplied by 0.85, shall be set-off and deducted from the Purchase Price Adjustment Escrow Amount, in which case such amount shall be released to the Purchaser from the Purchase Price Adjustment Escrow Fund in accordance with the terms of the Escrow Agreement, and either (1) any remaining Purchase Price Adjustment Amount in the Purchase Price Adjustment Escrow Fund shall be released to Sellers in accordance with the terms of the Escrow Agreement or its designee)(2) if the Purchase Price Adjustment Escrow Amount is not sufficient to satisfy the cash portion of the Purchase Price Adjustment owing to the Purchaser, then at the Purchaser’s sole option either the Seller shall pay such difference to the Purchaser in cash by wire transfer of immediately available funds or the Purchaser may exercise the same Right of Set-off prescribed by Section 7.3(e) hereof with respect to such difference; and (B) a number of Closing Date Consideration Shares having a value equal to the amount of the Purchase Price Adjustment multiplied by 0.15, shall be returned by Sellers to Purchaser and such shares shall be canceled. (c) The Unit For purposes of determining the number of shares of Purchaser Common Stock which shall constitute any Consideration Shares for purposes of this Section 2.2, whether issuable at Closing to Seller in accordance with Section 2.2(a)(ii), issuable following Closing in accordance with Section 2.2(b)(i)(B), or cancelable in accordance with Section 2.2(b)(ii)(B), the value of Purchaser Common Stock shall be paid by the Partnership$4.00. If, on behalf or prior to the date any shares of Buyerthe Purchaser’s Common Stock is issued to the Sellers, at Purchaser should split or combine the Purchaser Common Stock, or pay a stock dividend or other stock distribution in Purchaser Common Stock, or otherwise change the Purchaser Common Stock into any other securities, or make any other dividend or distribution on the Purchaser Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of Consideration Shares issuable on the Closing by delivery of a letter Date will be appropriately adjusted to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing reflect such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller split, combination, dividend or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Sellerother distribution or change. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. (a) The aggregate consideration Promoter agree to be paid by or on behalf transfer and convey Schedule B Property hereunder in favour of Buyer the Allottee/s for the LLC Interests and the Waiver shall be (x) the issuance “Total Sale Consideration” of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectively, the “Purchase Price”), subject to adjustment pursuant to Section 2.3, to be paid Rs 5839600/- payable as follows: a. The Allottee/s has paid a sum of Rs. 5955960/-( Rupees. Fifty Nine Lakh Fifty Five Thousand Nine Hundred Sixty only) as booking amount (i) $260,000,000 in immediately available funds (hereinafter “the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “UnitsBooking Amount”) issued being 10% as part payment towards the Total Sale Consideration of the Plot at the time of application the receipt of which the Promoter hereby acknowledges and the Allottee/s hereby agrees to Seller (pay the remaining consideration of the Plot being Rs. 5739600/-( Rupees. One Lakh Sixteen Thousand Three Hundred Sixty only) as prescribed in the Payment Plan [Schedule D] as may be demanded by the Promoter within the time and in the manner specified therein. Provided that if the Allottee/s delays in payment towards any amount for which is payable; he shall be liable to pay interest at the rate specified in the Rules. Inter alia, in the event of default or an Affiliate delay by the Allottee/s in payment towards any amount is payable as per payment schedule, the Promoter shall be entitled to exercise its option of Seller designated by Sellercancelling the said allotment of the Plot and forfeiting the entire Booking Amount as mentioned hereinabove in Clause 2.1(a) (. b. That subject to the “Unit Allottee/s having paid all dues including the Total Sale Consideration”), which valuation is based the Promoter hereby agrees to sell and convey the Schedule B Property, together with all ways, easements and appurtenances whatsoever belonging to the said piece and parcel of Schedule B Property and all the estate, right, title, interest, property, claims and demands whatsoever of the Promoter into and upon the volume-weighted average price said piece and parcel of the Partnership’s Common Units, as quoted Schedule B Property on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds to the account specified by Seller (or its designee); provided, however that Allottee/s. The Allottee/s agree(s) to pay the Cash aforesaid balance Sale Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid Promoter abiding by the Partnership, on behalf development milestones and within the stipulated payment plan as detailed in Schedule D hereto: c. All the payments to be made through A/c Payee cheque/demand draft /Banker cheque or online payments in favour of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.M/s.

Consideration. With the execution of this Agreement Participants shall collectively deliver to SunFlower the sum of $100,000.00 which is the amount charged by SunFlower for Participants to acquire their respective undivided interests in and to the Farmout Rights. This payment shall be made by the Participants in the proportions set forth on Exhibit ‘B’ attached hereto and by reference made a part hereof, and each Participant shall earn the undivided interest in and to the Farmout Rights as set forth on Exhibit ‘B.’ In addition, Participants shall deliver to SunFlower $217,250.00 which represents advance payment for anticipated costs which will be incurred by SunFlower to drill a single 3,200’ Chase Group Well upon the farmed out acreage which the Parties generally refer to as the Peyton #1 Well, these funds will be used as set forth in the Authority for Expenditure (ahereinafter “AFE”) The aggregate consideration executed by all Parties simultaneously herewith. It is expressly understood that the Peyton #1 well is not being drilled on a turn key basis and that Participants will collectively be responsible for 100% of the costs incurred to drill and complete the Peyton #1 Well and that the AFE merely represents SunFlower’s estimate regarding what said costs are expected to be. These funds will be paid by or Participants in the proportions set forth on behalf of Buyer for Exhibit ‘B’ and Participants shall each acquire the LLC Interests undivided interests set forth on Exhibit ‘B’ in and to the Peyton #1 Well, all equipment associated therewith, and the Waiver acreage earned under the Farmout Agreement through the drilling of said well. Any difference between the advance payment for anticipated costs of drilling the Peyton #1 paid by Participants hereunder and the actual cost of drilling such well shall be invoiced to Participants and paid in the manner set forth in the Joint Operating Agreement entered into among the Parties covering the farmed out acreage and designating SunFlower as operator and Participants as nonoperating working interest owners (x) the issuance of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectivelyhereinafter, the “Purchase PriceJOA”), subject to adjustment pursuant to Section 2.3, to be paid as follows: (i) $260,000,000 in immediately available funds (the “Cash Consideration”); and (ii) $55,000,000 in 1,029,900 Common Units (the “Units”) issued to Seller (or an Affiliate of Seller designated . All charges and invoicing by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”). (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, SunFlower shall be delivered by Buyer to Seller (or its designee) at done in accordance with the Closing by wire transfer of immediately available funds Accounting Procedures exhibit which is attached to the account specified by Seller (or its designee); provided, however that JOA and commonly referred to as the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee)CXXXX. (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.

Consideration. 3.1 The consideration for the sale of the Sale Shares shall be payment by the Purchaser of the Purchase Price which shall be adjusted in accordance with Clause 13. 3.2 The Purchaser shall pay to the Vendor the Downpayment immediately on signing this Agreement by means of a cash transfer in immediately available funds into the Vendor's Bank Account. 3.3 Subject to the provisions of this Agreement (including without limitation Clauses 4.3 and 4.4), the Vendor shall give the Purchaser at least five Business Days’ notice of the Completion Date and shall provide the Purchaser with: (a) The aggregate consideration notice of any adjustments to be paid by or on behalf of Buyer for the LLC Interests Purchase Price required pursuant to Clause 13 and the Waiver shall be Final Purchase Price due reflecting those adjustments; and (xb) a schedule of the provisional values of the Inter-Affiliate Payables and the Inter-Affiliate Receivables at such date, in the form set out in Schedule 5. 3.4 On the Completion Date: (a) the issuance Purchaser shall pay the Final Purchase Price; and (b) the Purchaser shall, or shall procure that the Company shall, pay the provisional value of the Profits Interest to Seller (or its designee) and (y) $315,000,000 (clause (x) and (y) collectivelyInter-Affiliate Payables, the “Purchase Price”), subject to adjustment each as notified pursuant to Section 2.3Clause 3.3, to be paid the Vendor's Bank Account by means of a cash transfer in immediately available funds; and (c) the Vendor shall pay, or shall procure that its relevant Affiliates shall pay to the Company the provisional value of the Inter-Affiliate Receivables as followsper the schedule referred to in Clause 3.3(b) by means of a cash transfer in immediately available funds. 3.5 Within 30 Business Days from the Completion Date the Vendor shall: (a) determine the final values at Completion Date of the Inter-Affiliate Payables and Inter-Affiliate Receivables, taking into account any properly and duly documented Inter-Affiliate Payables or Inter-Affiliate Receivables not identified in the provisional schedule provided by the Vendor under Clause 3.3(b) (the "Final Values"); and (b) deliver to the Purchaser a complete list of the Final Values in the form set out in Schedule 5. Within the following 10 Business Days: (i) $260,000,000 if the Final Values are not contested by the Purchaser, (A) the Vendor shall (or shall procure its Affiliates shall), or (B) as the case may be, the Purchaser shall (or shall procure the Company shall), make payment to the relevant Party of any difference between the Final Values and the provisional values paid under Clause 3.4(b) and 3.4(c); (ii) if the Final Values are contested by the Purchaser to the extent that such objections represent an aggregate value of no less than £50,000, the Purchaser shall submit its contests and explanations to the Vendor and the Parties shall try to amicably settle their disagreement within the following 10 Business Days. In the event of such settlement, (A) the Vendor shall (or shall procure Its Affiliates shall), or (B) as the case may be, the Purchaser shall (or shall procure the Company shall), within a further 10 Business Days make payment to the relevant party of the agreed difference between the Final Values and the provisional values paid under Clause 3.4(b) and 3.4(c); or (iii) if the Parties are unable to settle all disagreements with respect to the Final Values within the first 10 Business Day period described in paragraph (ii), any such matters remaining in dispute shall be submitted to KPMG LLP in London, and the Parties shall instruct such firm that the determination of such firm with respect to such disagreements and the Final Values shall be completed within 20 Business Days after the submission to such firm. Such determination shall, absent manifest error or fraud, be final and binding upon the Parties, and (A) the Vendor shall (or shall procure its Affiliates shall) or (II) as the case may be, the Purchaser shall (or shall procure that the Company shall) make payment to the relevant Party of any difference between the Final Values as determined by KPMG LLP and the provisional .values paid under Clause 3.4(b) and (c), in each case within 10 Business Days after the making of such determination. The fees, costs arid expenses of KPMG LLP shall be split equally between the Parties. In case the Parties do not reach an agreement as to the scope of work or set of documents to ·be provided to KPMG LLP, the matter shall be referred to arbitration under Clause 16. 3.6 If any amount required to be paid under this Agreement is not received by its due date then such amount shall bear interest at the rate per annum of Three Month GBP LIBOR plus 4% for the period from the relevant due date for payment up to but excluding the date of actual payment, after as well as before judgment. 3.7 Payments between the Parties under this Agreement, unless otherwise agreed, shall be made in immediately available funds (to and received in the “Cash Consideration”); and (ii) $55,000,000 Vendor's Bank Account or the Purchaser's Bank Account, as the case may be, and other payments to be made under this Agreement shall be made in 1,029,900 Common Units (accordance with the “Units”) issued to Seller (or an Affiliate of Seller designated by Seller) (the “Unit Consideration”), which valuation is based upon the volume-weighted average price payment instructions of the Partnership’s Common Units, as quoted on the New York Stock Exchange, for the 10 trading days immediately preceding the announcement date of the transactions contemplated by this Agreement (the “HEP Common Unit 10-Day VWAP”)other Party. (b) The Cash Consideration, subject to adjustment pursuant to Section 2.3, shall be delivered by Buyer to Seller (or its designee) at the Closing by wire transfer of immediately available funds to the account specified by Seller (or its designee); provided, however that the Cash Consideration allocated to the Waiver pursuant to Section 2.2(d) below shall be delivered to HEP Logistics Holdings, L.P. (or its designee). (c) The Unit Consideration shall be paid by the Partnership, on behalf of Buyer, at the Closing by delivery of a letter to the Partnership’s transfer agent (the “Instruction Letter”) irrevocably instructing such transfer agent to deliver certificates representing the Unit Consideration issued in the name of Seller or its designee (the “Certificates”), which Instruction Letter shall be in a form and substance reasonably acceptable to both Buyer and Seller. (d) A portion of the Cash Consideration in the amount of $15,400,000 shall be allocated to the Waiver and treated as a cash distribution by the Partnership to HEP Logistics Holdings, L.P. Notwithstanding anything to the contrary in the Partnership Agreement, the Partnership will not allocate any income to Seller with respect to the incentive distribution rights waived in connection with the Waiver. (e) The portion of the Cash Consideration that qualifies for treatment as a reimbursement for capital expenditures incurred with respect to Seller’s interest in UNEV Pipeline pursuant to Treasury Regulations Section 1.707-4(d)(2)(ii) shall be determined by Seller and reported consistently by the Parties.