Common use of Purchase and Sale of Executive Securities Clause in Contracts

Purchase and Sale of Executive Securities. (a) Upon execution of this Agreement, Executive will purchase, and the Company will sell to Executive, the Executive Securities of the number of limited partner units equal to 1% of the total outstanding partner units of the Company on a fully diluted basis as of the date hereof at a price of $200,000.00. The Company will deliver to Executive a unit ownership ledger evidencing Executive's ownership of such limited partner units, and Executive will deliver to the Company a promissory note in the form of Annex A attached hereto (the "Note") in an amount equal to $200,000.00. (b) Within 30 days after the issuance of the Executive Securities, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (c) Until the occurrence of a Qualified Change of Control or a Public Offering, certificates (if any) evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Qualified Change of Control or a Qualified Public Offering (whichever first occurs), the Company will return any such certificates for the Executive Securities to the record holders thereof. (d) In connection with the purchase and sale of the Executive Securities hereunder, Executive represents and warrants to the Company that: (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws. Executive Unit Purchase Agreement - Xxxxxxx (ii) Executive is an executive officer of the Company or one or more of its Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. (v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vi) Executive has not and will not take any action that will conflict with, violate or cause a breach of any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. (vii) Executive is a resident of the State of Texas. (e) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company or any of its Subsidiaries or affect the right of the Company or any of its Subsidiaries to terminate Executive's employment at any time for any reason. (f) Concurrently with the execution of this Agreement, Executive shall execute in blank security transfer powers in the form of Exhibit B attached hereto (the "Security Powers") with respect to the Executive Securities and shall deliver such Security Powers to the Company. The Security Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below and under no other circumstances.

Purchase and Sale of Executive Securities. (a) Upon execution of this Agreement, the Executive will Securityholder shall purchase, and the Company will sell to Executiveshall sell, the Executive Securities of the number of limited partner units equal to 1% of the total outstanding partner units of the Company on a fully diluted basis as of the date hereof 300,000 Common Units at a price of $200,000.0010.00 per unit (collectively, the “Executive Securities,” as further defined in Section 6 hereof). The Company will shall deliver to the Executive a unit ownership ledger evidencing Executive's ownership Securityholder copies of the certificates representing such limited partner unitsCommon Units, and the Executive will Securityholder shall deliver to the Company a promissory note cashier’s or certified check or wire transfer of funds in the form aggregate amount of Annex A attached hereto (the "Note") in an amount equal to $200,000.003,000,000. (b) Within 30 days after the issuance of the Executive Securities, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (c) Until the occurrence of a Qualified Change Sale of Control or a Public Offeringthe Company, all certificates (if any) evidencing the Executive Securities shall be held by the Company for the benefit of the Executive and the other holder(s) of Executive SecuritiesSecurityholder. Upon the occurrence of a Qualified Change Sale of Control or a Qualified Public Offering (whichever first occurs)the Company, the Company will return any such the certificates for the Executive Securities to the record holders thereof. Upon the occurrence of a Public Offering, the Company will return to the record holders thereof certificates representing the Executive Securities. (dc) In connection with the purchase and sale of the Executive Securities hereunderSecurities, the Executive Securityholder represents and warrants to the Company that: (i) The the Executive Securities to be acquired by the Executive Securityholder pursuant to this Agreement will shall be acquired for Executive's the Executive Securityholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. Executive Unit Purchase Agreement - Xxxxxxx; (ii) the Executive Securityholder is an executive officer of the Company or one or more of its Subsidiariesa subsidiary thereof, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities.; (iii) the Executive Securityholder is able to bear the economic risk of his or her investment in the Executive Securities for an indefinite period of time because time. The Executive Securityholder understands that the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.; (iv) the Executive Securityholder has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Executive Securities and has had full access to such other information concerning the Company as he or she has requested.; and (v) This this Agreement constitutes the legal, valid and binding obligation of Executivethe Executive Securityholder, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Executive Securityholder does not and will shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Executive Securityholder is a party or any judgment, order or decree to which the Executive Securityholder is subject. (vi) Executive has not and will not take any action that will conflict with, violate or cause a breach of any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. (vii) Executive is a resident of the State of Texas. (ed) As an inducement to the Company to issue the Executive Securities to Executivethe Executive Securityholder hereunder, and as a condition thereto, the Executive Securityholder acknowledges and agrees that that: (i) neither the issuance of the Executive Securities to the Executive Securityholder hereunder nor any provision contained herein shall entitle the Executive Securityholder to remain in the employment of the Company or any of its Subsidiaries subsidiaries or affect the right of the Company or any of its Subsidiaries subsidiaries to terminate Executive's the Executive Securityholder’s employment at any time; and (ii) neither the Company nor its subsidiaries shall have any duty or obligation to disclose to the Executive Securityholder, and the Executive Securityholder shall have no right to be advised of, any information regarding the Company or its subsidiaries at any time for any reasonprior to, upon or in connection with the repurchase of the Executive Securities upon the termination of Executive Securityholder’s employment with the Company or its subsidiaries or as otherwise provided hereunder. (e) Within 30 days after the date of hereof, the Executive Securityholder will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) and the regulations promulgated thereunder in the form of Exhibit C attached hereto. (f) Concurrently with At the execution of this AgreementClosing, (i) the Executive Securityholder shall execute in blank security ten securities transfer powers in the form of Exhibit B A attached hereto (the "Security “Securities Powers"”) with respect to the Executive Securities and shall deliver such Security Securities Powers to the Company. The Security Securities Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror acquirer thereof pursuant to Section 3 below or Section 2 of the Securityholders Agreement and under no other circumstances, and (ii) the Executive Securityholder’s spouse shall execute the consent in the form of Exhibit B attached hereto.

Purchase and Sale of Executive Securities. (a) Upon execution of this Agreement, Executive will purchase, and the Company will sell to Executivesell, the Executive Securities of the number of limited partner units equal to 1% of the total outstanding partner units of the Company on a fully diluted basis as of the date hereof 197,615 Common Units at a price of $200,000.000.10 per unit for an aggregate purchase price of $19,761.50. The Upon the execution of this Agreement, the Company will deliver to Executive a unit ownership ledger evidencing Executive's ownership copies of the certificates representing such limited partner unitsExecutive Securities (as defined below), and Executive will deliver to the Company a promissory note in the form cashier's or certified check or wire transfer of Annex A attached hereto (the "Note") funds in an aggregate amount equal to of $200,000.0019,761.50. (b) Within 30 days after the issuance purchase of the Executive SecuritiesCommon Units hereunder, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit EXHIBIT A attached hereto. (c) All of the Common Units purchased hereunder are also referred to herein as the "STANDARD CARRIED COMMON UNITS" (each individually, a "STANDARD CARRIED COMMON UNIT"). (d) Until released upon the occurrence of a Qualified Change Sale of Control the Company or a Public OfferingOffering as provided below, all certificates (if any) evidencing Executive Securities shall be remain held by the Company for the benefit of Executive and the other holder(s) of Executive Securities, if any. Upon the occurrence of a Qualified Change Sale of Control or a Qualified Public Offering (whichever first occurs)the Company, the Company will return any such all certificates for the evidencing Executive Securities to the record holders thereof. Upon the consummation of a Public Offering, the Company will return to the record holders thereof certificates evidencing the Vested Common Units. (de) In connection with the purchase and sale of the Executive Securities hereunderSecurities, Executive represents and warrants to the Company that: (i) The Executive Securities to be acquired purchased by Executive pursuant to this Agreement will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws. Executive Unit Purchase Agreement - Xxxxxxx. (ii) Executive is an executive officer of the Company or one or more of its Subsidiariesand Employer, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company and its Subsidiaries as he has requested. (v) Executive has full legal capacity to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive Executive, to the best of his knowledge, does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. This representation is subject to SECTION 1(e)(vi) below. (vi) Except as set forth on SCHEDULE 1(e)(vi) attached hereto, Executive has not and will not take is neither party to, nor bound by, any action that will conflict withother employment agreement, violate or cause a breach of any noncompeteconsulting agreement, nonsolicitation noncompete agreement, non-solicitation agreement or confidentiality agreement to which Executive is a party or by which Executive is boundagreement. (vii) Executive is a resident of the State of TexasNew York. (ef) As an inducement to the Company to issue sell the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company Company, Employer or any of its their respective Subsidiaries or affect the right of the Company or any of its Subsidiaries Employer to terminate Executive's employment at any time for any reason. (f) Concurrently with , subject to the execution remaining terms of this Agreement, Agreement and any other agreement between Executive shall execute in blank security transfer powers in the form of Exhibit B attached hereto (the "Security Powers") with respect to the Executive Securities and shall deliver any such Security Powers to the Company. The Security Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below and under no other circumstancesparties.

Purchase and Sale of Executive Securities. (a) Upon execution of this AgreementOn the terms set forth herein, Executive will purchasehereby agrees to sell to the Purchaser, and the Company will sell Purchaser hereby agrees to purchase from Executive, the Executive Securities free and clear of the number of limited partner units equal to 1% of the total outstanding partner units of the Company on a fully diluted basis all Encumbrances (as of the date hereof at a price of $200,000.00. The Company will deliver to Executive a unit ownership ledger evidencing Executive's ownership of such limited partner units, defined in Section 4(b) below) and Executive will deliver to the Company a promissory note in the form of Annex A attached hereto (the "Note") in an amount equal to $200,000.00all rights with respect thereto. (b) Within 30 days after At the issuance closing of the Executive Securities, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (c) Until the occurrence of a Qualified Change of Control or a Public Offering, certificates (if any) evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Qualified Change of Control or a Qualified Public Offering (whichever first occurs), the Company will return any such certificates for the Executive Securities to the record holders thereof. (d) In connection with the purchase and sale of the Executive Securities hereunder(the “Closing”), the Purchaser will purchase the Executive represents Securities for the consideration described in Section 2(c) below (the “Purchase Price”); provided that, the Purchaser shall not be obligated to purchase the Executive Securities and warrants Executive shall not be obligated to perform hereunder prior to receipt of (collectively, the Company that:“Consents”) (i) The Executive Securities the consent of LaSalle Bank National Association to be acquired by Executive pursuant the transactions contemplated hereunder (including subordination language acceptable to this Agreement will be acquired for Executive's own account and not LaSalle Bank National Association with a view torespect to the Company Note, or intention of, distribution thereof as defined in violation of Section 2(c) below) (the Securities Act, or any applicable state securities laws“LaSalle Consent”), and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws. Executive Unit Purchase Agreement - Xxxxxxx (ii) Executive is an executive officer the approval of the Dividend (as defined in Section 2(d) below), issuance of the Company Note and other terms contemplated hereunder by the finance committee or one or more of its Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits other disinterested committee of the investment in board of directors of the Executive SecuritiesCompany. (iiic) Executive is able to bear The Closing shall take place at the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. (v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vi) Executive has not and will not take any action that will conflict with, violate or cause a breach of any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. (vii) Executive is a resident of the State of Texas. (e) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company or any of its Subsidiaries or affect the right of the Company or any of its Subsidiaries to terminate Executive's employment at any time for any reason. (f) Concurrently Company’s offices contemporaneously with the execution of this AgreementAgreement (the date that the Closing occurs is referred to as the “Closing Date”), or at such other place as may be mutually agreeable to the parties hereto. At the Closing, the Purchaser shall deliver to Executive the Purchase Price as follows: (i) the Executive Notes (as defined below), in the aggregate principal amount of $476,415, together with all accrued but unpaid interest thereon, marked as canceled, (ii) the transfer and assignment to Executive of a subordinated promissory note issued by the Company to the Purchaser (the “Company Note”) in the aggregate principal amount of $110,000, which note shall execute in blank security transfer powers be in the form and substance set forth on Exhibit A attached hereto. Effective simultaneously with the Closing, the Unit Pledge Agreement dated as of Exhibit B attached hereto (February 1, 2000, between the "Security Powers") with respect Purchaser and Executive shall be deemed to be terminated. “Executive Notes” means the four outstanding notes payable by Executive to the Executive Securities Purchaser in the original principal amount of $180,834, $47,620, $94,352 and shall deliver such Security Powers to the Company. The Security Powers shall authorize the Company to assign$153,609, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below and under no other circumstancesrespectively, each dated as of February 1, 2000.

Purchase and Sale of Executive Securities. (a) Upon execution of this Agreement, (i) Executive will purchaseshall purchase from BrightView, and the Company will BrightView shall sell to Executive, the Executive Securities 20 shares of the number of limited partner units equal to 1% of the total outstanding partner units of the Company on a fully diluted basis as of the date hereof Common Stock at a price of $200,000.00500 per share (ii) Executive shall purchase from Holding LLC, and Holding LLC shall sell to Executive, 2,200 Class A Common Units at a price of $4.50 per Class A Common Unit and 2,200 Preferred Units at a price of $445.50 per Preferred Unit. The Company will BrightView and Holding LLC, as applicable, shall deliver to Executive a unit ownership ledger evidencing Executive's ownership copy of, and a receipt for, the certificate representing such shares of such limited partner unitsCommon Stock, and Executive will shall deliver (i) to the Company BrightView, (A) a promissory note in the form of Annex A attached hereto in an aggregate principal amount of $8,000.00 and (B) a promissory note in the form of Annex B attached hereto in an aggregate principal amount of $2,000.00, and (ii) to Holding LLC, (A) a promissory note in the form of Annex A attached hereto in an aggregate principal amount of $792,000.00 and (B) a promissory note in the form of Annex B attached hereto in an aggregate principal amount of $198,000 (such promissory notes, together with the promissory notes referred to in clause (i), the "NoteExecutive Notes"). The Executive Securities purchased pursuant to this Section 1(a), and any Executive Securities issued in respect of such Executive Securities, whether by way of a stock split, stock dividend, other recapitalization or similar transaction, or in exchange for such Securities pursuant to Article IV of the Securityholders Agreement, are referred to collectively herein as "Nonvesting Executive Securities." (b) Upon execution of this Agreement, Executive shall purchase from Holding LLC, and Holding LLC shall sell to Executive, for no additional consideration 5,150.708 Class A Common Xxxxx, 000 Class B Common Units and 625 Class C Common Units. BrightView shall deliver to Executive a copy of, and a receipt for, the certificate representing such shares of Common Stock. The Executive Securities purchased pursuant to this Section 1(b), and any Executive Securities issued in an amount equal respect of such Executive Securities, whether by way of a stock split, stock dividend, other recapitalization or similar transaction, or in exchange for such Securities pursuant to $200,000.00Article IV of the Securityholders Agreement, are referred to collectively herein as "Vesting Executive Securities." (c) Executive's obligations under the Executive Notes shall be secured by a pledge of all of the Executive Securities. In connection therewith, Executive shall enter into a pledge agreement with BrightView and Holding LLC in the form of Annex C attached hereto. BrightView, individually and in its capacity as managing member of Holding LLC, shall hold each certificate representing the Executive Securities until the Executive Securities represented by such certificate are released from the pledge to BrightView and Holding LLC shall hold each certificate, if any, representing the Common Units and Preferred Units purchased hereunder until the Executive Securities represented by such certificate, if any, are released from the pledge to BrightView and Holding LLC. (bd) Within 30 days after Executive purchases the issuance of the Vesting Executive Securities, Executive will shall make an effective election with respect to such Executive Securities with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A Annex D attached hereto. (c) Until the occurrence of a Qualified Change of Control or a Public Offering, certificates (if any) evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Qualified Change of Control or a Qualified Public Offering (whichever first occurs), the Company will return any such certificates for the Executive Securities to the record holders thereof. (de) In connection with the purchase and sale of the Executive Securities hereunder, Executive represents and warrants to the Company BrightView and Holding LLC that: (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will shall be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. Executive Unit Purchase Agreement - Xxxxxxx. (ii) Executive is an executive officer of the Company BrightView, Holding LLC or one or more of its their Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company Companies as he has requested. Executive has reviewed, or has had an opportunity to review, a copy of the Asset Purchase Agreement, dated as of August 15, 1996, between BrightView and Xxxxxxxx Publishing Company ("Seller"), as amended (which agreement in part has been assigned to and assumed by Operating LLC and Holding LLC), pursuant to which Operating LLC acquired substantially all of the assets of Seller, and Executive is familiar with the transactions contemplated thereby. Executive has also reviewed, or has had an opportunity to review, the following documents: (A) BrightView's Certificate of Incorporation and Bylaws, (B) the Limited Liability Company Agreement of Holding LLC dated as of September 30, 1996, (C) the Limited Liability Company Agreement of Operating LLC, (D) the loan agreements, notes and related documents with BrightView's senior and subordinated lender; and (E) Holding LLC's consolidated pro forma balance sheet dated as of August 31, 1996. Except as expressly set forth herein, none of the Companies makes any representations or warranties regarding the Executive Securities, Executive's investment in the Companies or otherwise as to the financial condition, assets, liabilities, business or prospects of any of the Companies and all of such representations and warranties are hereby disclaimed. (v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does do not and will shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vi) Executive has not and will not take any action that will conflict with, violate or cause a breach of any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. (vii) Executive is a resident of the State of Texas. (ef) As an inducement to the Company BrightView and Holding LLC to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that that: (i) neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company or any of Holding LLC and its Subsidiaries or affect the right of the Company Holding LLC or any of its Subsidiaries to terminate Executive's employment at any time for subject to the terms of this Agreement; and (ii) neither BrightView, Holding LLC nor Operating LLC shall have any reasonduty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding BrightView, Holding LLC, Operating LLC or any of their respective Subsidiaries at any time prior to, upon or in connection with the repurchase of Unvested Securities. (fg) Concurrently with the execution of The Companies and Executive acknowledge and agree that this AgreementAgreement has been executed and delivered, Executive shall execute in blank security transfer powers in the form of Exhibit B attached hereto (the "Security Powers") with respect to and the Executive Securities have been issued hereunder, in connection with and shall deliver such Security Powers to as a part of the Company. The Security Powers shall authorize compensation and incentive arrangements between the Company to assign, transfer Companies and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below and under no other circumstancesExecutive.

Purchase and Sale of Executive Securities. (a) Upon execution of this Agreement, Executive will purchase, and the Company will sell to Executivesell, the Executive Securities 900 shares of the number of limited partner units equal to 1% of the total outstanding partner units of the Company on a fully diluted basis as of the date hereof Common Stock at a price of $200,000.0010.00 per share and JSDs in an aggregate principal amount of $50,625 at a price equal to the face amount thereof. The Company will deliver to Executive a unit ownership ledger evidencing Executive's ownership of such limited partner unitsthe JSDs and the certificates representing the Common Stock, and Executive will deliver to the Company a promissory note cashier's or certified check or wire transfer of funds in the form aggregate amount of Annex A attached hereto (the "Note") in an amount equal to $200,000.0059,625. (b) Within 30 days after Executive purchases any Executive Securities from the issuance of the Executive SecuritiesCompany, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit Annex A attached hereto. (c) Until the occurrence of a Qualified Change of Control or a Public Offering, certificates (if any) evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Qualified Change of Control or a Qualified Public Offering (whichever first occurs), the Company will return any such certificates for the Executive Securities to the record holders thereof. (d) In connection with the purchase and sale of the Executive Securities hereunder, Executive represents and warrants to the Company that: (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities 1933 Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities 1933 Act or any applicable state securities laws. Executive Unit Purchase Agreement - Xxxxxxx. (ii) Executive is an executive officer of the Company or one a Subsidiary or more of its Subsidiariesa Division, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities 1933 Act and, therefore, cannot be sold unless subsequently registered under the Securities 1933 Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. Executive has reviewed, or has had an opportunity to review, a copy of the Stock and Asset Purchase Agreement, dated April 21, 1993 (the "Purchase Agreement"), between the Company and Alco Standard Corporation, MDR Corporation, Paper Corporation of America, and PCA Brands Inc. (collectively the "Sellers"), pursuant to which the Company acquired all of the assets and stock of the divisions and subsidiaries of the Sellers which, upon closing of the Purchase Agreement, comprise the Company's Subsidiaries, and Executive is familiar with the transactions contemplated thereby. Executive has reviewed, or has had an opportunity to review, the Private Placement Memorandum, dated as of July 13, 1993, prepared by the Company, which includes the Company's pro forma balance sheet dated as of March 31, 1993. Executive has also had an opportunity to review the following documents: (A) the Company's Certificate of Incorporation and Bylaws; and (B) the loan agreements, notes and related documents with the Company's senior and subordinated lenders. (v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vi) Executive has not and will not take any action that will conflict with, violate or cause a breach of any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. (vii) Executive is a resident of the State of Texas. (ed) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that that: (i) neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company or any of its Subsidiaries or Divisions or affect the right of the Company or any of its Subsidiaries or Divisions to terminate Executive's employment at any time for any reason.; and (fii) Concurrently the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries and Divisions at any time prior to, upon or in connection with the execution repurchase of this Agreement, Executive shall execute in blank security transfer powers in the form of Exhibit B attached hereto (the "Security Powers") with respect to the Executive Securities and shall deliver such Security Powers to upon the Company. The Security Powers shall authorize termination of Executive's employment with the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below and under no other circumstancesits Subsidiaries or Divisions or as otherwise provided hereunder.

Purchase and Sale of Executive Securities. (a) Upon execution of this Agreement, Executive will purchase, and the Company will sell to Executive, the Executive Securities of the number of limited partner units equal to 15% of the total outstanding partner units of the Company on a fully diluted basis as of the date hereof at a price of $200,000.001,000,000.00. The Company will deliver to Executive a unit ownership ledger evidencing Executive's ownership of such limited partner units, and Executive will deliver to the Company a promissory note in the form of Annex A attached hereto (the "Note") in an amount equal to $200,000.001,000,000.00. (b) Within 30 days after the issuance of the Executive Securities, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (c) Until the occurrence of a Qualified Change of Control or a Public Offering, certificates (if any) evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Qualified Change of Control or a Qualified Public Offering (whichever first occurs), the Company will return any such certificates for the Executive Securities to the record holders thereof. (d) In connection with the purchase and sale of the Executive Securities hereunder, Executive represents and warrants to the Company that: (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws. Executive Unit Purchase Agreement - XxxxxxxChahadeh (ii) Executive is an executive officer of the Company or one or more of its Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. (v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vi) Executive has not and will not take any action that will conflict with, violate or cause a breach of any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. (vii) Executive is a resident of the State of Texas. (e) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company or any of its Subsidiaries or affect the right of the Company or any of its Subsidiaries to terminate Executive's employment at any time for any reason. (f) Concurrently with the execution of this Agreement, Executive shall execute in blank security transfer powers in the form of Exhibit B attached hereto (the "Security Powers") with respect to the Executive Securities and shall deliver such Security Powers to the Company. The Security Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below and under no other circumstances.

Purchase and Sale of Executive Securities. (a) Upon execution of this Agreement, Executive will purchase, and the Company will sell to Executivesell, the Executive Securities 3,500 shares of the number of limited partner units equal to 1% of the total outstanding partner units of the Company on a fully diluted basis as of the date hereof Common Stock at a price of $200,000.0010.00 per share, and 1,970 shares of Preferred Stock at a price of $34.57 per share. The Company will deliver to Executive a unit ownership ledger evidencing Executive's ownership of such limited partner unitsthe certificates representing the Common Stock and the Preferred Stock, and Executive will deliver to the Company a promissory note cashier's or certified check or wire transfer of funds in the form aggregate amount of Annex A attached hereto (the "Note") in an amount equal to $200,000.00103,102.90. (b) Within 30 days after Executive purchases any Executive Securities from the issuance of the Executive SecuritiesCompany, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit Annex A attached hereto. (c) Until the occurrence of a Qualified Change of Control or a Public Offering, certificates (if any) evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Qualified Change of Control or a Qualified Public Offering (whichever first occurs), the Company will return any such certificates for the Executive Securities to the record holders thereof. (d) In connection with the purchase and sale of the Executive Securities hereunder, Executive represents and warrants to the Company that: (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities 1933 Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities 1933 Act or any applicable state securities laws. Executive Unit Purchase Agreement - Xxxxxxx. (ii) Executive is an executive officer of the Company or one a Subsidiary or more of its Subsidiariesa Division, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities 1933 Act and, therefore, cannot be sold unless subsequently registered under the Securities 1933 Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. Executive has reviewed, or has had an opportunity to review, a copy of the Stock and Asset Purchase Agreement, dated April 21, 1993 (the "Purchase Agreement"), between the Company and Alco Standard Corporation, MDR Corporation, Paper Corporation of America, and PCA Brands Inc. (collectively the "Sellers"), pursuant to which the Company acquired all of the assets and stock of the divisions and subsidiaries of the Sellers which, upon closing of the Purchase Agreement, comprise the Company's Subsidiaries, and Executive is familiar with the transactions contemplated thereby. Executive has reviewed, or has had an opportunity to review, the Private Placement Memorandum, dated as of July 13, 1993, prepared by the Company, which includes the Company's pro forma balance sheet dated as of March 31, 1993. Executive has also had an opportunity to review the following documents: (A) the Company's Certificate of Incorporation and Bylaws; and (B) the loan agreements, notes and related documents with the Company's senior and subordinated lenders. (v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vi) Executive has not and will not take any action that will conflict with, violate or cause a breach of any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. (vii) Executive is a resident of the State of Texas. (ed) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that that: (i) neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company or any of its Subsidiaries or Divisions or affect the right of the Company or any of its Subsidiaries or Divisions to terminate Executive's employment at any time for any reason.; and (fii) Concurrently the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries and Divisions at any time prior to, upon or in connection with the execution repurchase of this Agreement, Executive shall execute in blank security transfer powers in the form of Exhibit B attached hereto (the "Security Powers") with respect to the Executive Securities and shall deliver such Security Powers to upon the Company. The Security Powers shall authorize termination of Executive's employment with the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below and under no other circumstancesits Subsidiaries or Divisions or as otherwise provided hereunder.

Purchase and Sale of Executive Securities. (a) Upon execution of this Agreement, Executive will purchase, and the Company will sell to Executive, the Executive Securities of the number of limited partner units equal to 1% of the total outstanding partner units of the Company on a fully diluted basis as of the date hereof 4,968.75 Common Units at a price of $200,000.000.01 per unit (which shall be deemed to be “Carried Common Units”). The Company will deliver to Executive a unit ownership ledger evidencing Executive's ’s ownership of such limited partner unitsCarried Common Units, and Executive will deliver to the Company a promissory note cashier’s or certified check or wire transfer of immediately available funds in the form aggregate amount of Annex A attached hereto ($49.69 as payment for the "Note") in an amount equal to $200,000.00Carried Common Units. (b) Within 30 days after the issuance of the Executive SecuritiesCarried Common Units, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (c) Until the occurrence of a Qualified Change of Control or a Public OfferingControl, certificates (if any) evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Qualified Change of Control or a Qualified Public Offering (whichever first occurs)Control, the Company will return any such certificates for the Executive Securities to the record holders thereof. (d) In connection with the purchase and sale of the Executive Securities hereunder, Executive represents and warrants to the Company that: (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive's ’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws. Executive Unit Purchase Agreement - Xxxxxxx. (ii) Executive is an executive officer of the Company or one or more of its Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. (v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vi) Executive has not and will not take any action that will conflict with, violate or cause a breach of any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. (vii) Executive is a resident of the State of TexasOklahoma. (e) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company or any of its Subsidiaries or affect the right of the Company or any of its Subsidiaries to terminate Executive's ’s employment at any time for any reason. (f) Concurrently with the execution of this Agreement, Executive shall execute in blank ten security transfer powers in the form of Exhibit B attached hereto (the "Security Powers") with respect to the Executive Securities and shall deliver such Security Powers to the Company. The Security Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below and under no other circumstances.the

Purchase and Sale of Executive Securities. (a) Upon execution of this Agreement, Executive will purchase, and the Company will sell to Executivesell, the Executive Securities 3,700 shares of the number of limited partner units equal to 1% of the total outstanding partner units of the Company on a fully diluted basis as of the date hereof Common Stock at a price of $200,000.0010.00 per share, and 2,080 shares of Preferred Stock at a price of $34.57 per share. The Company will deliver to Executive a unit ownership ledger evidencing Executive's ownership of such limited partner unitsthe certificates representing the Common Stock and the Preferred Stock, and Executive will deliver to the Company a promissory note cashier's or certified check or wire transfer of funds in the form aggregate amount of Annex A attached hereto (the "Note") in an amount equal to $200,000.00108,905.60. (b) Within 30 days after Executive purchases any Executive Securities from the issuance of the Executive SecuritiesCompany, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit Annex A attached hereto. (c) Until the occurrence of a Qualified Change of Control or a Public Offering, certificates (if any) evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Qualified Change of Control or a Qualified Public Offering (whichever first occurs), the Company will return any such certificates for the Executive Securities to the record holders thereof. (d) In connection with the purchase and sale of the Executive Securities hereunder, Executive represents and warrants to the Company that: (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities 1933 Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities 1933 Act or any applicable state securities laws. Executive Unit Purchase Agreement - Xxxxxxx. (ii) Executive is an executive officer of the Company or one a Subsidiary or more of its Subsidiariesa Division, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities 1933 Act and, therefore, cannot be sold unless subsequently registered under the Securities 1933 Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. Executive has reviewed, or has had an opportunity to review, a copy of the Stock and Asset Purchase Agreement, dated April 21, 1993 (the "Purchase Agreement"), between the Company and Alco Standard Corporation, MDR Corporation, Paper Corporation of America, and PCA Brands Inc. (collectively the "Sellers"), pursuant to which the Company acquired all of the assets and stock of the divisions and subsidiaries of the Sellers which, upon closing of the Purchase Agreement, comprise the Company's Subsidiaries, and Executive is familiar with the transactions contemplated thereby. Executive has reviewed, or has had an opportunity to review, the Private Placement Memorandum, dated as of July 13, 1993, prepared by the Company, which includes the Company's pro forma balance sheet dated as of March 31, 1993. Executive has also had an opportunity to review the following documents: (A) the Company's Certificate of Incorporation and Bylaws; and (B) the loan agreements, notes and related documents with the Company's senior and subordinated lenders. (v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vi) Executive has not and will not take any action that will conflict with, violate or cause a breach of any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. (vii) Executive is a resident of the State of Texas. (ed) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that that: (i) neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company or any of its Subsidiaries or Divisions or affect the right of the Company or any of its Subsidiaries or Divisions to terminate Executive's employment at any time for any reason.; and (fii) Concurrently the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries and Divisions at any time prior to, upon or in connection with the execution repurchase of this Agreement, Executive shall execute in blank security transfer powers in the form of Exhibit B attached hereto (the "Security Powers") with respect to the Executive Securities and shall deliver such Security Powers to upon the Company. The Security Powers shall authorize termination of Executive's employment with the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below and under no other circumstancesits Subsidiaries or Divisions or as otherwise provided hereunder.

Purchase and Sale of Executive Securities. (a) Upon execution of this Agreement, Executive will purchase, and the Company will sell to Executivesell, the Executive Securities 400 shares of the number of limited partner units equal to 1% of the total outstanding partner units of the Company on a fully diluted basis as of the date hereof Common Stock at a price of $200,000.0010.00 per share and JSDs in an aggregate principal amount of $22,500 at a price equal to the face amount thereof. The Company will deliver to Executive a unit ownership ledger evidencing Executive's ownership of such limited partner unitsthe JSDs and the certificates representing the Common Stock, and Executive will deliver to the Company a promissory note cashier's or certified check or wire transfer of funds in the form aggregate amount of Annex A attached hereto (the "Note") in an amount equal to $200,000.0026,500. (b) Within 30 days after Executive purchases any Executive Securities from the issuance of the Executive SecuritiesCompany, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit Annex A attached hereto. (c) Until the occurrence of a Qualified Change of Control or a Public Offering, certificates (if any) evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Qualified Change of Control or a Qualified Public Offering (whichever first occurs), the Company will return any such certificates for the Executive Securities to the record holders thereof. (d) In connection with the purchase and sale of the Executive Securities hereunder, Executive represents and warrants to the Company that: (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities 1933 Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities 1933 Act or any applicable state securities laws. Executive Unit Purchase Agreement - Xxxxxxx. (ii) Executive is an executive officer of the Company or one a Subsidiary or more of its Subsidiariesa Division, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities 1933 Act and, therefore, cannot be sold unless subsequently registered under the Securities 1933 Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. Executive has reviewed, or has had an opportunity to review, a copy of the Stock and Asset Purchase Agreement, dated April 21, 1993 (the "Purchase Agreement"), between the Company and Alco Standard Corporation, MDR Corporation, Paper Corporation of America, and PCA Brands Inc. (collectively the "Sellers"), pursuant to which the Company acquired all of the assets and stock of the divisions and subsidiaries of the Sellers which, upon closing of the Purchase Agreement, comprise the Company's Subsidiaries, and Executive is familiar with the transactions contemplated thereby. Executive has reviewed, or has had an opportunity to review, the Private Placement Memorandum, dated as of July 13, 1993, prepared by the Company, which includes the Company's pro forma balance sheet dated as of March 31, 1993. Executive has also had an opportunity to review the following documents: (A) the Company's Certificate of Incorporation and Bylaws; and (B) the loan agreements, notes and related documents with the Company's senior and subordinated lenders. (v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vi) Executive has not and will not take any action that will conflict with, violate or cause a breach of any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. (vii) Executive is a resident of the State of Texas. (ed) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that that: (i) neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company or any of its Subsidiaries or Divisions or affect the right of the Company or any of its Subsidiaries or Divisions to terminate Executive's employment at any time for any reason.; and (fii) Concurrently the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries and Divisions at any time prior to, upon or in connection with the execution repurchase of this Agreement, Executive shall execute in blank security transfer powers in the form of Exhibit B attached hereto (the "Security Powers") with respect to the Executive Securities and shall deliver such Security Powers to upon the Company. The Security Powers shall authorize termination of Executive's employment with the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below and under no other circumstancesits Subsidiaries or Divisions or as otherwise provided hereunder.

Purchase and Sale of Executive Securities. (a) Upon execution of this Agreement, (i) Executive will purchaseshall purchase from BrightView, and the Company will BrightView shall sell to Executive, the Executive Securities 15 shares of the number of limited partner units equal to 1% of the total outstanding partner units of the Company on a fully diluted basis as of the date hereof Common Stock at a price of $200,000.00500.00 per share (ii) Executive shall purchase from Holding LLC, and Holding LLC shall sell to Executive, 1,650 Class A Common Units at a price of $4.50 per Class A Common Unit and 1,650 Preferred Units at a price of $445.50 per Preferred Unit. The Company will BrightView and Holding LLC, as applicable, shall deliver to Executive a unit ownership ledger evidencing Executive's ownership copy of, and a receipt for, the certificate representing such shares of such limited partner unitsCommon Stock, and Executive will shall deliver (i) to the Company BrightView a promissory note in the form of Annex A attached hereto in an aggregate principal amount of $7,500.00 and (ii) to Holding LLC a promissory note in the form of Annex A attached hereto in an aggregate principal amount of $742,500.00 (such promissory note, together with the promissory note referred to in clause (i), the "NoteExecutive Notes"). The Executive Securities purchased pursuant to this Section 1(a), and any Executive Securities issued in respect of such Executive Securities, whether by way of a stock split, stock dividend, other recapitalization or similar transaction, or in exchange for such Securities pursuant to Article IV of the Securityholders Agreement, are referred to collectively herein as "Nonvesting Executive Securities." (b) Upon execution of this Agreement, Executive shall purchase from Holding LLC, and Holding LLC shall sell to Executive, for no additional consideration 5,150.708 Class A Common Xxxxx, 000 Class B Common Units and 625 Class C Common Units. BrightView shall deliver to Executive a copy of, and a receipt for, the certificate representing such shares of Common Stock. The Executive Securities purchased pursuant to this Section 1(b), and any Executive Securities issued in an amount equal respect of such Executive Securities, whether by way of a stock split, stock dividend, other recapitalization or similar transaction, or in exchange for such Securities pursuant to $200,000.00Article IV of the Securityholders Agreement, are referred to collectively herein as "Vesting Executive Securities." (c) Executive's obligations under the Executive Notes shall be secured by a pledge of all of the Executive Securities. In connection therewith, Executive shall enter into a pledge agreement with BrightView and Holding LLC in the form of Annex B attached hereto. BrightView, individually and in its capacity as managing member of Holding LLC, shall hold each certificate representing the Executive Securities until the Executive Securities represented by such certificate are released from the pledge to BrightView and Holding LLC shall hold each certificate, if any, representing the Common Units and Preferred Units purchased hereunder until the Executive Securities represented by such certificate, if any, are released from the pledge to BrightView and Holding LLC. (bd) Within 30 days after Executive purchases the issuance of the Vesting Executive Securities, Executive will shall make an effective election with respect to such Executive Securities with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A Annex C attached hereto. (c) Until the occurrence of a Qualified Change of Control or a Public Offering, certificates (if any) evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Qualified Change of Control or a Qualified Public Offering (whichever first occurs), the Company will return any such certificates for the Executive Securities to the record holders thereof. (de) In connection with the purchase and sale of the Executive Securities hereunder, Executive represents and warrants to the Company BrightView and Holding LLC that: (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will shall be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. Executive Unit Purchase Agreement - Xxxxxxx. (ii) Executive is an executive officer of the Company BrightView, Holding LLC or one or more of its their Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company Companies as he has requested. Executive has reviewed, or has had an opportunity to review, a copy of the Asset Purchase Agreement, dated as of August 15, 1996, between BrightView and Xxxxxxxx Publishing Company ("Seller"), as amended (which agreement in part has been assigned to and assumed by Operating LLC and Holding LLC), pursuant to which Operating LLC acquired substantially all of the assets of Seller, and Executive is familiar with the transactions contemplated thereby. Executive has also reviewed, or has had an opportunity to review, the following documents: (A) BrightView's Certificate of Incorporation and Bylaws, (B) the Limited Liability Company Agreement of Holding LLC dated as of September 30, 1996, (C) the Limited Liability Company Agreement of Operating LLC, (D) the loan agreements, notes and related documents with BrightView's senior and subordinated lender; and (E) Holding LLC's consolidated pro forma balance sheet dated as of August 31, 1996. Except as expressly set forth herein, none of the Companies makes any representations or warranties regarding the Executive Securities, Executive's investment in the Companies or otherwise as to the financial condition, assets, liabilities, business or prospects of any of the Companies and all of such representations and warranties are hereby disclaimed. (v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does do not and will shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vi) Executive has not and will not take any action that will conflict with, violate or cause a breach of any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. (vii) Executive is a resident of the State of Texas. (ef) As an inducement to the Company BrightView and Holding LLC to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that that: (i) neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company or any of Holding LLC and its Subsidiaries or affect the right of the Company Holding LLC or any of its Subsidiaries to terminate Executive's employment at any time for subject to the terms of this Agreement; and (ii) neither BrightView, Holding LLC nor Operating LLC shall have any reasonduty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding BrightView, Holding LLC, Operating LLC or any of their respective Subsidiaries at any time prior to, upon or in connection with the repurchase of Unvested Securities. (fg) Concurrently with the execution of The Companies and Executive acknowledge and agree that this AgreementAgreement has been executed and delivered, Executive shall execute in blank security transfer powers in the form of Exhibit B attached hereto (the "Security Powers") with respect to and the Executive Securities have been issued hereunder, in connection with and shall deliver such Security Powers to as a part of the Company. The Security Powers shall authorize compensation and incentive arrangements between the Company to assign, transfer Companies and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below and under no other circumstancesExecutive.

Purchase and Sale of Executive Securities. (a) Upon execution As of this Agreementthe Effective Date, Executive will purchase, and the Company will sell to Executive, the Executive Securities of the number of limited partner units equal to 1% of the total outstanding partner units of the Company on a fully diluted basis as of the date hereof at a price of $200,000.00. The Company will deliver issued to Executive a unit ownership ledger evidencing Executive's ownership of such limited partner units, and Executive will deliver to the Company a promissory note in the form of Annex A attached hereto (the "Note") in an amount equal to $200,000.0013,250 Common Units. (b) Within 30 days after In connection with the issuance of the Executive Securities, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (c) Until the occurrence of a Qualified Change of Control or a Public Offering, certificates (if any) evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Qualified Change of Control or a Qualified Public Offering (whichever first occurs), the Company will return any such certificates for the Executive Securities to the record holders thereof. (d) In connection with the purchase and sale of the Executive Securities hereunder, Executive represents and warrants to the Company that: (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be are being acquired for Executive's ’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws. Executive Unit Purchase Agreement - Xxxxxxx. (ii) Executive is an accredited investor within the meaning of the Securities Act. (iii) Executive is an executive officer of the Company or one or more of its SubsidiariesCompany, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iiiiv) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (ivv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has have had full access to such other information concerning the Company as he Executive has requested. (vvi) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vi) Executive has not and will not take any action that will conflict with, violate or cause a breach of any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. (vii) Executive is a resident of the State of Texas. (ec) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive Executive, nor any provision contained herein herein, shall entitle Executive to remain in the employment of the Company or any of its Subsidiaries subsidiaries or affect the right of the Company or any of its Subsidiaries them to terminate Executive's ’s employment at any time for any reason. (f) Concurrently with the execution of this Agreement, Executive shall execute in blank security transfer powers in the form of Exhibit B attached hereto (the "Security Powers") with respect to the Executive Securities and shall deliver such Security Powers to the Company. The Security Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below and under no other circumstances.

Purchase and Sale of Executive Securities. (a) Upon execution of this Agreement, Executive will purchase, and the Company will sell to Executive, the Executive Securities of the number of limited partner units equal to 15% of the total outstanding partner units of the Company on a fully diluted basis as of the date hereof at a price of $200,000.001,000,000.00. The Company will deliver to Executive a unit ownership ledger evidencing Executive's ownership of such limited partner units, and Executive will deliver to the Company a promissory note in the form of Annex A attached hereto (the "Note") in an amount equal to $200,000.001,000,000.00. (b) Within 30 days after the issuance of the Executive Securities, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (c) Until the occurrence of a Qualified Change of Control or a Public Offering, certificates (if any) evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Qualified Change of Control or a Qualified Public Offering (whichever first occurs), the Company will return any such certificates for the Executive Securities to the record holders thereof. (d) In connection with the purchase and sale of the Executive Securities hereunder, Executive represents and warrants to the Company that: (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws. Executive Unit Purchase Agreement - Xxxxxxx. (ii) Executive is an executive officer of the Company or one or more of its Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. (v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vi) Executive has not and will not take any action that will conflict with, violate or cause a breach of any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. (vii) Executive is a resident of the State of Texas. (e) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company or any of its Subsidiaries or affect the right of the Company or any of its Subsidiaries to terminate Executive's employment at any time for any reason. (f) Concurrently with the execution of this Agreement, Executive shall execute in blank security transfer powers in the form of Exhibit B attached hereto (the "Security Powers") with respect to the Executive Securities and shall deliver such Security Powers to the Company. The Security Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below and under no other circumstances.

Purchase and Sale of Executive Securities. (a) Upon execution of this Agreement, Executive will purchase, and the Company will sell to Executive, the Executive Securities of the number of limited partner units equal to 1% of the total outstanding partner units of the Company on a fully diluted basis as of the date hereof at a price of $200,000.00. The Company will deliver to Executive a unit ownership ledger evidencing Executive's ownership of such limited partner units, and Executive will deliver to the Company a promissory note in the form of Annex A attached hereto (the "Note") in an amount equal to $200,000.00. (b) Within 30 days after the issuance of the Executive Securities, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (c) Until the occurrence of a Qualified Change of Control or a Public Offering, certificates (if any) evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Qualified Change of Control or a Qualified Public Offering (whichever first occurs), the Company will return any such certificates for the Executive Securities to the record holders thereof. (d) In connection with the purchase and sale of the Executive Securities hereunder, Executive represents and warrants to the Company that: (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws. Executive Unit Purchase Agreement - Xxxxxxx. (ii) Executive is an executive officer of the Company or one or more of its Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. (v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vi) Executive has not and will not take any action that will conflict with, violate or cause a breach of any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. (vii) Executive is a resident of the State of Texas. (e) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company or any of its Subsidiaries or affect the right of the Company or any of its Subsidiaries to terminate Executive's employment at any time for any reason. (f) Concurrently with the execution of this Agreement, Executive shall execute in blank security transfer powers in the form of Exhibit B attached hereto (the "Security Powers") with respect to the Executive Securities and shall deliver such Security Powers to the Company. The Security Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below and under no other circumstances.

Purchase and Sale of Executive Securities. (a) Upon execution of this Agreement, the Executive will purchase, and the Company will sell to Executive, the Executive Securities (i) ________ shares of the number of limited partner units equal to 1% of the total outstanding partner units of the Company on a fully diluted basis as of the date hereof Class B Common at a price of $200,000.001.00 per share, (ii) ______ shares of Class B Common at a price of $__ per share and (iii) _______ shares of Series A Preferred at a price of $100.00 per share, for a total purchase price of $__________ (the "Purchase Price"). The Company will deliver to the Executive a unit ownership ledger evidencing Executive's ownership of certificates representing such limited partner unitsshares, and on the date hereof (the "Purchase Date"), the Executive will deliver to the Company (or its designee) a promissory note in the form check or wire transfer of Annex A attached hereto (the "Note") immediately available funds in an amount equal to the Purchase Price less the $200,000.00______ partial payment previously made by the Executive to the Company. The Purchase Date may be extended at the option of the Company and CVC. (b) Within Upon execution of this Agreement, the Executive shall execute and deliver the Stockholders Agreement. (c) With respect to the Vesting Executive Stock, within 30 days after the issuance of Executive purchases any Vesting Executive Stock from the Executive SecuritiesCompany, the Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (c) Until the occurrence of a Qualified Change of Control or a Public Offering, certificates (if any) evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Qualified Change of Control or a Qualified Public Offering (whichever first occurs), the Company will return any such certificates for the Executive Securities to the record holders thereof. (d) In connection with the purchase and sale of the Executive Securities Stock hereunder, the Executive represents and warrants to the Company that: (i) The Executive Securities Stock to be acquired by the Executive pursuant to this Agreement will be acquired for the Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities Stock will not be disposed of in contravention of the Securities Act or any applicable state securities laws. Executive Unit Purchase Agreement - Xxxxxxx. (ii) No commission, fee or other remuneration is to be paid or given, directly or indirectly, to any Person for soliciting the Executive to purchase the Executive Stock. (iii) The Executive is an executive officer of the Company or one or more of its SubsidiariesCompany, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive SecuritiesStock and has determined that such investment in the Executive Stock is suitable for the Executive, based upon the Executive's financial situation and needs, as well as the Executive's other securities holdings. (iiiiv) The Executive qualifies an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act. (v) The Executive: (A) has not filed a registration statement which is the subject of a currently effective registration stop order entered pursuant to any state's securities law within the last five years; (B) has not been convicted within the last five years of any felony or misdemeanor in connection with the offer, purchase or sale of any security or any felony involving fraud or deceit, including, but not limited to, forgery, embezzlement, obtaining money under false pretenses, larceny or conspiracy to defraud; (C) is not currently subject to any state administrative enforcement order or judgment entered by the state securities administrator within the last five years or is subject to any state's administrative enforcement order or judgment in which fraud or deceit, including, but not limited to, making untrue statements of material facts and omitting to state material facts, was found and the order or judgment was entered within the last five years; (D) is not subject to any state's administrative enforcement order or judgment which prohibits, denies or revokes the use of any exemption from registration in connection with the offer, purchase or sale of securities; or (E) is not currently subject to any order, judgment or decree of any court of competent jurisdiction, entered within the last five years, temporarily or preliminarily restraining or enjoining such party from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or involving the making of any false filing with the state. (vi) The Executive is able to bear the economic risk of his the Executive's investment in the Executive Securities Stock for an indefinite period of time because and the Executive Securities have understands that the Executive Stock has not been registered under the Securities Act and, therefore, and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (ivvii) The Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities Stock and has had full access to such other information concerning the Company as he the Executive has requested. The Executive has reviewed, or has had an opportunity to review, the following documents: (A) the Stock Purchase Agreement; (B) the Company's Certificate of Incorporation and Bylaws; (C) the loan agreements, notes and related documents with the Company's senior lenders; (D) the loan agreement, notes and related documents with the Company's senior subordinated lender; and (E) all of the materials provided by the Company to any Person providing financing to the Company, including, but not limited to, the Company's pro forma balance sheet, as well as financial projections, estimates, forecasts, budgets, summaries, reports and other related documents. (vviii) This Agreement constitutes the legal, valid and binding obligation of the Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Executive is a party or any judgment, order or decree to which the Executive is subject. (vi) Executive has not and will not take any action that will conflict with, violate or cause a breach of any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. (vii) Executive is a resident of the State of Texas. (e) As an inducement to the Company to issue the Executive Securities Stock to the Executive, and as a condition thereto, the Executive acknowledges and agrees that neither the issuance of the Executive Securities Stock to the Executive nor any provision contained herein shall entitle the Executive to remain in the employment of the Company or any of and its Subsidiaries or affect the right of the Company or any of its Subsidiaries to terminate the Executive's employment at any time for any reason. (f) Concurrently with the execution of this Agreement, Executive shall execute in blank security transfer powers in the form of Exhibit B attached hereto (the "Security Powers") with respect to the Executive Securities and shall deliver such Security Powers to the Company. The Security Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below and under no other circumstances.

Purchase and Sale of Executive Securities. (a) Upon the execution and delivery of this Agreement, Executive will purchase, and the Company will sell to Executivesell, the Executive Securities 600,000 shares of the number of limited partner units equal to 1% of the total outstanding partner units of the Company on a fully diluted basis as of the date hereof Common Stock at a price of $200,000.002.65 per share. The Company will deliver to Executive a unit ownership ledger evidencing Executive's ownership copy of the certificate(s) representing such limited partner unitsshares of Common Stock, and Executive will deliver to the Company as payment for such shares of Common Stock a promissory note in the form of Annex Exhibit A attached hereto (the "“Executive Note"”) in an aggregate principal amount equal to $200,000.001,590,000.00. (b) Within 30 days after the issuance purchase of the Executive SecuritiesSecurities hereunder (including, without limitation, upon the execution hereof), Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A B attached hereto. (c) Until released upon the occurrence of a Qualified Change Sale of Control the Company or a Public OfferingOffering as provided below, all stock certificates (if any) evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Qualified Change Sale of Control or a Qualified Public Offering (whichever first occurs)the Company, the Company will return any such all stock certificates for the evidencing Executive Securities to the record holders thereof. Upon the consummation of a Public Offering, the Company will return to the record holders thereof stock certificates evidencing the Vested Common Stock (as defined in Section 2(d) below). (d) In connection with the purchase and sale of the Executive Securities hereunderSecurities, Executive represents and warrants to the Company that: (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive's ’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws. Executive Unit Purchase Agreement - Xxxxxxx. (ii) Executive is an executive officer of the Company or one or more of its Subsidiariesand Employer, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D. (iv) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (ivv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. (vvi) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vivii) Executive has not and will not take is neither party to, nor bound by, any action that will conflict withother employment agreement, violate or cause a breach of any noncompeteconsulting agreement, nonsolicitation noncompete agreement, non-solicitation agreement or confidentiality agreement to which Executive is a party or by which Executive is boundagreement. (viiviii) Executive is a resident of the State of TexasTennessee. (ix) This Agreement has been executed and delivered, and the Executive Securities have been granted hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive and the issuance of the Executive Securities hereunder is intended to qualify for an exemption (the “Exemption”) from the registration requirements under the Act (as defined in Section 5(a) below), pursuant to Rule 701 thereof, and under applicable state securities laws. In the event that any provision of this Agreement would cause the Executive Securities hereunder to not qualify for the Exemption, Executive agrees that this Agreement shall be deemed automatically amended to the extent necessary to cause the Executive Securities to qualify for the Exemption. (e) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company Company, Employer or any of its their respective Subsidiaries or affect the right of the Company Company, Employer or any of its their respective Subsidiaries to terminate Executive's ’s employment at any time for any reason. (f) Concurrently with the execution of this Agreement, Executive shall execute in blank security ten stock transfer powers in the form of Exhibit B C attached hereto (the "Security “Stock Powers"”) with respect to the Executive Securities and shall deliver such Security Stock Powers to the Company. The Security Stock Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below or Section 4 of the Stockholders Agreement and under no other circumstances. (g) At the Closing, if Executive is lawfully married, Executive’s spouse shall execute the Consent in the form of Exhibit D attached hereto. (h) At the Closing, Executive shall become a party to the Stockholders Agreement and the Registration Agreement, in each case, in the capacity of an Executive.

Purchase and Sale of Executive Securities. (a) Upon execution of this AgreementOn the terms set forth herein, Executive will purchasehereby agrees to sell to the Purchaser, and the Company will sell Purchaser hereby agrees to purchase from Executive, the Eligible Executive Securities (as defined in Section 2(b) below) free and clear of the number of limited partner units equal to 1% of the total outstanding partner units of the Company on a fully diluted basis all Encumbrances (as of the date hereof at a price of $200,000.00defined in Section 4(b) below) and all rights with respect thereto. The Company will deliver to Executive a unit ownership ledger evidencing Executive's ownership of such limited partner unitsand Purchaser agree that the Repurchase Option (as defined in the Employment Agreement) shall be terminated with respect to, and Executive will deliver to shall not apply to, the Company a promissory note in the form of Annex A attached hereto (the "Note") in an amount equal to $200,000.00200 Management Units retained by Executive. (b) Within 30 days after At the issuance closing of the Executive Securities, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (c) Until the occurrence of a Qualified Change of Control or a Public Offering, certificates (if any) evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Qualified Change of Control or a Qualified Public Offering (whichever first occurs), the Company will return any such certificates for the Executive Securities to the record holders thereof. (d) In connection with the purchase and sale of the Executive Securities hereunder(the “Closing”), the Purchaser will purchase the following Executive represents and warrants to Securities for the Company that: consideration described in Section 2(c) below (the “Purchase Price”): (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive's own account and not with a view to1,543,189 Investor Units, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws. Executive Unit Purchase Agreement - Xxxxxxx (ii) Executive is an executive officer of the Company or one or more of its Subsidiaries1,433,693 Class B Units, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and65 Class R Units, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. and (iv) 815 Management Units (collectively referred to as the “Eligible Executive has had an opportunity Securities”); provided that, the Purchaser shall not be obligated to ask questions and receive answers concerning purchase the terms and conditions of the offering of Eligible Executive Securities and has had full access Executive shall not be obligated to such other information concerning perform hereunder prior to receipt of (collectively, the Company as he has requested. “Consents”) (vx) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vi) Executive has not and will not take any action that will conflict with, violate or cause a breach of any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. (vii) Executive is a resident of the State of Texas. (e) As an inducement amendment to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company or any of its Subsidiaries or affect the right of the Company or any of its Subsidiaries to terminate Executive's employment at any time for any reason. (f) Concurrently with the execution of this Agreement, Executive shall execute in blank security transfer powers LLC Agreement in the form of Exhibit B attached hereto as Exhibit A executed by the holders of a majority of each of the Investor Units (as defined in the "Security Powers"LLC Agreement), Management Units (as defined in the LLC Agreement) and Preferred Units (as defined in the LLC Agreement), (y) the consent of LaSalle Bank National Association to the transactions contemplated hereunder (including subordination language acceptable to LaSalle Bank National Association with respect to the Executive Securities Company Note, as defined in Section 2(c) below) (the “LaSalle Consent”), and (z) the approval of the Dividend (as defined in Section 2(d) below), issuance of the Company Note and other terms contemplated hereunder by the finance committee or other disinterested committee of the board of directors of the Company. (c) The Closing shall take place at the Company’s offices on the later of the Termination Date or the date on which the Consents have been received (or waived) by the Purchaser (the date that the Closing occurs is referred to as the “Closing Date”), or at such other place as may be mutually agreeable to the parties hereto. At the Closing, the Purchaser shall deliver such Security Powers to Executive the Company. The Security Powers shall authorize Purchase Price as follows: (i) the Executive Notes (as defined below), in the aggregate amount of $2,384,684.15, together with all accrued but unpaid interest thereon (which principal and interest totals $3,010,084.88 as of the Termination Date), marked as canceled and (ii) the transfer and assignment to Executive of a subordinated promissory note issued by the Company to assignthe Purchaser (the “Company Note”) in the aggregate principal amount of $665,000, transfer which note shall be in the form and deliver substance set forth on Exhibit B attached hereto. Effective simultaneously with the Closing, the Fourth Amended and Restated Unit Pledge Agreement dated as of August 31, 1999 between the Purchaser and Executive Securities shall be deemed to be terminated. “Executive Notes” means the following outstanding notes payable by Executive to the appropriate acquiror thereof pursuant to Section 3 below Purchaser: Promissory Note in the original principal amount of $333,333.40 dated as of May 12, 1997; Promissory Note in the original principal amount of $180,834.00 dated as of May 20, 1998; Promissory Note in the original principal amount of $283,057.00 dated as of October 2, 1998; Promissory Note in the original principal amount of $581,281.75 dated as of March 1, 1999; Promissory Note in the original principal amount of $238,092.00 dated as of July 23, 1999; and under no other circumstancesPromissory Note in the original principal amount of $768,050.00 dated as of August 31, 1999.

Purchase and Sale of Executive Securities. (a) Upon execution of this At the Initial Closing (as defined in the Purchase Agreement), Executive will purchase, and the Company will sell to Executivesell, the Executive Securities 789,896 shares of the number of limited partner units equal to 1% of the total outstanding partner units of the Company on a fully diluted basis as of the date hereof Common Stock at a price of $200,000.000.50 per share. The Company will deliver to Executive a unit ownership ledger evidencing Executive's ownership copy of the certificate(s) representing such limited partner unitsshares of Common Stock, and Executive will deliver to the Company a promissory note in the form of Annex Exhibit A attached hereto (the "“Executive Note"”) in an aggregate principal amount equal to $200,000.00394,948.00 as payment for such shares of Common Stock. (b) Within 30 days after the issuance purchase of the Executive SecuritiesSecurities hereunder (including, without limitation, upon the execution hereof), Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A B attached hereto. (c) Until released upon the occurrence of a Qualified Change Sale of Control the Company or a Public OfferingOffering as provided below, all stock certificates (if any) evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Qualified Change Sale of Control or a Qualified Public Offering (whichever first occurs)the Company, the Company will return any such all stock certificates for the evidencing Executive Securities to the record holders thereof. Upon the consummation of a Public Offering, the Company will return to the record holders thereof stock certificates evidencing the Vested Common Stock (as defined in Section 2(d) below). (d) In connection with the purchase and sale of the Executive Securities hereunderSecurities, Executive represents and warrants to the Company that: (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive's ’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws. Executive Unit Purchase Agreement - Xxxxxxx. (ii) Executive is an executive officer of the Company or one or more of its Subsidiariesand Employer, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D. (iv) Executive is able to bear the economic risk of his her investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (ivv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he she has requested. (vvi) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject (vii) Executive is neither party to, nor bound by, any other employment agreement, consulting agreement, noncompete agreement, non-solicitation agreement or confidentiality agreement. (vi) Executive has not and will not take any action that will conflict with, violate or cause a breach of any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. (viiviii) Executive is a resident of the State of TexasTennessee. (ix) This Agreement has been executed and delivered, and the Executive Securities have been granted hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive and the issuance of the Executive Securities hereunder is intended to qualify for an exemption (the “Exemption”) from the registration requirements under the Act (as defined in Section 5(a) below), pursuant to Rule 701 thereof, and under applicable state securities laws. In the event that any provision of this Agreement would cause the Executive Securities hereunder to not qualify for the Exemption, Executive agrees that this Agreement shall be deemed automatically amended to the extent necessary to cause the Executive Securities to qualify for the Exemption. (e) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company Company, Employer or any of its their respective Subsidiaries or affect the right of the Company Company, Employer or any of its their respective Subsidiaries to terminate Executive's ’s employment at any time for any reason. (f) Concurrently with the execution of this Agreement, Executive shall execute in blank security ten stock transfer powers in the form of Exhibit B C attached hereto (the "Security “Stock Powers"”) with respect to the Executive Securities and shall deliver such Security Stock Powers to the Company. The Security Stock Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below or Section 4 of the Stockholders Agreement and under no other circumstances. (g) At the Closing, if Executive is lawfully married, Executive’s spouse shall execute the Consent in the form of Exhibit D attached hereto. (h) At the Closing, Executive shall become a party to the Stockholders Agreement and the Registration Agreement, in each case, in the capacity of an Executive.

Purchase and Sale of Executive Securities. (a) Upon execution of this Agreement, (i) Executive will purchaseshall purchase from BrightView, and the Company will BrightView shall sell to Executive, the Executive Securities 6 shares of the number of limited partner units equal to 1% of the total outstanding partner units of the Company on a fully diluted basis as of the date hereof Common Stock at a price of $200,000.00500.00 per share (ii) Executive shall purchase from Holding LLC, and Holding LLC shall sell to Executive, 660 Class A Common Units at a price of $4.50 per Class A Common Unit and 660 Preferred Units at a price of $445.50 per Preferred Unit. The Company will BrightView and Holding LLC, as applicable, shall deliver to Executive a unit ownership ledger evidencing Executive's ownership copy of, and a receipt for, the certificate representing such shares of such limited partner unitsCommon Stock, and Executive will shall deliver (i) to the Company BrightView (A) a promissory note in the form of Annex A attached hereto in an aggregate principal amount of $2,000.00 and (B) $1,000 in cash (ii) to Holding LLC (A) a promissory note in the form of Annex A attached hereto in an aggregate principal amount of $198,000.00 (such promissory note, together with the promissory note referred to in clause (i), the "NoteExecutive Notes") and (B) $99,000 in an amount equal cash. All cash payments shall be made by certified or cashier's check or by wire transfer of immediately available funds to $200,000.00a bank account designated by BrightView or Holding LLC, as the case may be, for such purpose. The Executive Securities purchased pursuant to this Section 1(a), and any Executive Securities issued in respect of such Executive Securities, whether by way of a stock split, stock dividend, other recapitalization or similar transaction, or in exchange for such Securities pursuant to Article IV of the Securityholders Agreement, are referred to collectively herein as "Nonvesting Executive Securities." (b) Upon execution of this Agreement, Executive shall purchase from Holding LLC, and Holding LLC shall sell to Executive, for no additional consideration 1,030.14 Class A Common Xxxxx, 000 Class B Common Units and 125 Class C Common Units. BrightView shall deliver to Executive a copy of, and a receipt for, the certificate representing such shares of Common Stock. The Executive Securities purchased pursuant to this Section 1(b), and any Executive Securities issued in respect of such Executive Securities, whether by way of a stock split, stock dividend, other recapitalization or similar transaction, or in exchange for such Securities pursuant to Article IV of the Securityholders Agreement, are referred to collectively herein as "Vesting Executive Securities." (c) Executive's obligations under the Executive Notes shall be secured by a pledge of all of the Executive Securities. In connection therewith, Executive shall enter into a pledge agreement with BrightView and Holding LLC in the form of Annex B attached hereto. BrightView, individually and in its capacity as managing member of Holding LLC, shall hold each certificate representing the Executive Securities until the Executive Securities represented by such certificate are released from the pledge to BrightView and Holding LLC shall hold each certificate, if any, representing the Common Units and Preferred Units purchased hereunder until the Executive Securities represented by such certificate, if any, are released from the pledge to BrightView and Holding LLC. (bd) Within 30 days after Executive purchases the issuance of the Vesting Executive Securities, Executive will shall make an effective election with respect to such Executive Securities with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A Annex C attached hereto. (c) Until the occurrence of a Qualified Change of Control or a Public Offering, certificates (if any) evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Qualified Change of Control or a Qualified Public Offering (whichever first occurs), the Company will return any such certificates for the Executive Securities to the record holders thereof. (de) In connection with the purchase and sale of the Executive Securities hereunder, Executive represents and warrants to the Company BrightView and Holding LLC that: (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will shall be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. Executive Unit Purchase Agreement - Xxxxxxx. (ii) Executive is an executive officer of the Company BrightView, Holding LLC or one or more of its their Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently subsequent ly registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company Companies as he has requested. Executive has reviewed, or has had an opportunity to review, a copy of the Asset Purchase Agreement, dated as of August 15, 1996, between BrightView and Xxxxxxxx Publishing Company ("Seller"), as amended (which agreement in part has been assigned to and assumed by Operating LLC and Holding LLC), pursuant to which Operating LLC acquired substantially all of the assets of Seller, and Executive is familiar with the transactions contemplated thereby. Executive has also reviewed, or has had an opportunity to review, the following documents: (A) BrightView's Certificate of Incorporation and Bylaws, (B) the Limited Liability Company Agreement of Holding LLC dated as of September 30, 1996, (C) the Limited Liability Company Agreement of Operating LLC, (D) the loan agreements, notes and related documents with BrightView's senior and subordinated lender; and (E) Holding LLC's consolidated pro forma balance sheet dated as of August 31, 1996. Except as expressly set forth herein, none of the Companies makes any representations or warranties regarding the Executive Securities, Executive's investment in the Companies or otherwise as to the financial condition, assets, liabilities, business or prospects of any of the Companies and all of such representations and warranties are hereby disclaimed. (v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does do not and will shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vi) Executive has not and will not take any action that will conflict with, violate or cause a breach of any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. (vii) Executive is a resident of the State of Texas. (ef) As an inducement to the Company BrightView and Holding LLC to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that that: (i) neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company or any of Holding LLC and its Subsidiaries or affect the right of the Company Holding LLC or any of its Subsidiaries to terminate Executive's employment at any time for subject to the terms of this Agreement; and (ii) neither BrightView, Holding LLC nor Operating LLC shall have any reasonduty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding BrightView, Holding LLC, Operating LLC or any of their respective Subsidiaries at any time prior to, upon or in connection with the repurchase of Unvested Securities. (fg) Concurrently with the execution of The Companies and Executive acknowledge and agree that this AgreementAgreement has been executed and delivered, Executive shall execute in blank security transfer powers in the form of Exhibit B attached hereto (the "Security Powers") with respect to and the Executive Securities have been issued hereunder, in connection with and shall deliver such Security Powers to as a part of the Company. The Security Powers shall authorize compensation and incentive arrangements between the Company to assign, transfer Companies and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below and under no other circumstancesExecutive.

Purchase and Sale of Executive Securities. (a) Upon execution of this Agreement, Executive will purchase, and the Company will sell to Executive, the Executive Securities of the number of limited partner units equal to 1% of the total outstanding partner units of the Company on a fully diluted basis as of the date hereof at a price of $200,000.00. The Company will deliver to Executive a unit ownership ledger evidencing Executive's ownership of such limited partner units, and Executive will deliver to the Company a promissory note in the form of Annex A attached hereto (the "Note") in an amount equal to $200,000.00. (b) Within 30 days after the issuance of the Executive Securities, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (c) Until the occurrence of a Qualified Change of Control or a Public Offering, certificates (if any) evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Qualified Change of Control or a Qualified Public Offering (whichever first occurs), the Company will return any such certificates for the Executive Securities to the record holders thereof. (d) In connection with the purchase and sale of the Executive Securities hereunder, Executive represents and warrants to the Company that: (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws. Executive Unit Purchase Agreement - XxxxxxxXxxxxx (ii) Executive is an executive officer of the Company or one or more of its Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. (v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vi) Executive has not and will not take any action that will conflict with, violate or cause a breach of any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. (vii) Executive is a resident of the State of Texas. (e) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company or any of its Subsidiaries or affect the right of the Company or any of its Subsidiaries to terminate Executive's employment at any time for any reason. (f) Concurrently with the execution of this Agreement, Executive shall execute in blank security transfer powers in the form of Exhibit B attached hereto (the "Security Powers") with respect to the Executive Securities and shall deliver such Security Powers to the Company. The Security Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below and under no other circumstances.

Purchase and Sale of Executive Securities. (a) Upon execution of this At the Initial Closing (as defined in the Purchase Agreement), Executive will purchase, and the Company will sell to Executivesell, the Executive Securities 473,930 shares of the number of limited partner units equal to 1% of the total outstanding partner units of the Company on a fully diluted basis as of the date hereof Common Stock at a price of $200,000.000.50 per share. The Company will deliver to Executive a unit ownership ledger evidencing Executive's ownership copy of the certificate(s) representing such limited partner unitsshares of Common Stock, and Executive will deliver to the Company as payment for such shares of Common Stock (X) a cashier’s or certified check or wire transfer of immediately available funds in an aggregate amount equal to $100,000, and (Y) a promissory note in the form of Annex Exhibit A attached hereto (the "“Executive Note"”) in an aggregate principal amount equal to $200,000.00136,965.00. (b) Within 30 days after the issuance purchase of the Executive SecuritiesSecurities hereunder (including, without limitation, upon the execution hereof), Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A B attached hereto. (c) Until released upon the occurrence of a Qualified Change Sale of Control the Company or a Public OfferingOffering as provided below, all stock certificates (if any) evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Qualified Change Sale of Control or a Qualified Public Offering (whichever first occurs)the Company, the Company will return any such all stock certificates for the evidencing Executive Securities to the record holders thereof. Upon the consummation of a Public Offering, the Company will return to the record holders thereof stock certificates evidencing the Vested Common Stock (as defined in Section 2(d) below). (d) In connection with the purchase and sale of the Executive Securities hereunderSecurities, Executive represents and warrants to the Company that: (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive's ’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws. Executive Unit Purchase Agreement - Xxxxxxx. (ii) Executive is an executive officer of the Company or one or more of its Subsidiariesand Employer, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D. (iv) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (ivv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. (vvi) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vivii) Executive is neither party to, nor bound by, any other employment agreement, consulting agreement, noncompete agreement, non-solicitation agreement or confidentiality agreement, except for that certain Executive Severance Agreement between Executive and Province Healthcare Company, dated as of October 18, 1999 (the “Severance Agreement”). The Severance Agreement has not been amended. Without limiting the foregoing, Executive’s duties to the Company and its subsidiaries will not take any action that will conflict with, violate with or cause a breach the terms of any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is boundthe Severance Agreement. (viiviii) Executive is a resident of the State of TexasTennessee. (ix) This Agreement has been executed and delivered, and the Executive Securities have been granted hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive and the issuance of the Executive Securities hereunder is intended to qualify for an exemption (the “Exemption”) from the registration requirements under the Act (as defined in Section 5(a) below), pursuant to Rule 701 thereof, and under applicable state securities laws. In the event that any provision of this Agreement would cause the Executive Securities hereunder to not qualify for the Exemption, Executive agrees that this Agreement shall be deemed automatically amended to the extent necessary to cause the Executive Securities to qualify for the Exemption. (e) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company Company, Employer or any of its their respective Subsidiaries or affect the right of the Company Company, Employer or any of its their respective Subsidiaries to terminate Executive's ’s employment at any time for any reason. (f) Concurrently with the execution of this Agreement, Executive shall execute in blank security ten stock transfer powers in the form of Exhibit B C attached hereto (the "Security “Stock Powers"”) with respect to the Executive Securities and shall deliver such Security Stock Powers to the Company. The Security Stock Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below or Section 4 of the Stockholders Agreement and under no other circumstances. (g) At the Closing, if Executive is lawfully married, Executive’s spouse shall execute the Consent in the form of Exhibit D attached hereto. (h) At the Closing, Executive shall become a party to the Stockholders Agreement and the Registration Agreement, in each case, in the capacity of an Executive.

Purchase and Sale of Executive Securities. (a) Upon execution of this Agreement, Executive will purchase, and the Company will sell to Executivesell, the Executive Securities of the number of limited partner units equal to 1% of the total outstanding partner units of the Company on a fully diluted basis as of the date hereof 197,615 Common Units at a price of $200,000.000.10 per unit for an aggregate purchase price of $19,761.50. The Upon the execution of this Agreement, the Company will deliver to Executive a unit ownership ledger evidencing Executive's ownership copies of the certificates representing such limited partner unitsExecutive Securities (as defined below), and Executive will deliver to the Company a promissory note in the form cashier's or certified check or wire transfer of Annex A attached hereto (the "Note") funds in an aggregate amount equal to of $200,000.0019,761.50. (b) Within 30 days after the issuance purchase of the Executive SecuritiesCommon Units hereunder, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit EXHIBIT A attached hereto. (c) All of the Common Units purchased hereunder are also referred to herein as the "STANDARD CARRIED COMMON UNITS" (each individually, a "STANDARD CARRIED COMMON UNIT"). (d) Until released upon the occurrence of a Qualified Change Sale of Control the Company or a Public OfferingOffering as provided below, all certificates (if any) evidencing Executive Securities shall be remain held by the Company for the benefit of Executive and the other holder(s) of Executive Securities, if any. Upon the occurrence of a Qualified Change Sale of Control or a Qualified Public Offering (whichever first occurs)the Company, the Company will return any such all certificates for the evidencing Executive Securities to the record holders thereof. Upon the consummation of a Public Offering, the Company will return to the record holders thereof certificates evidencing the Vested Common Units. (de) In connection with the purchase and sale of the Executive Securities hereunderSecurities, Executive represents and warrants to the Company that: (i) The Executive Securities to be acquired purchased by Executive pursuant to this Agreement will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws. Executive Unit Purchase Agreement - Xxxxxxx. (ii) Executive is an executive officer of the Company or one or more of its Subsidiariesand Employer, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company and its Subsidiaries as he has requested. (v) Executive has full legal capacity to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive Executive, to the best of his knowledge, does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. This representation is subject to SECTION 1(e)(vi) below. (vi) Except as set forth on SCHEDULE 1(e)(vi) attached hereto, Executive has not and will not take is neither party to, nor bound by, any action that will conflict withother employment agreement, violate or cause a breach of any noncompeteconsulting agreement, nonsolicitation noncompete agreement, non-solicitation agreement or confidentiality agreement to which Executive is a party or by which Executive is boundagreement. (vii) Executive is a resident of the State of TexasNew Jersey. (ef) As an inducement to the Company to issue sell the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company Company, Employer or any of its their respective Subsidiaries or affect the right of the Company or any of its Subsidiaries Employer to terminate Executive's employment at any time for any reason. (f) Concurrently with , subject to the execution remaining terms of this Agreement, Agreement and any other agreement between Executive shall execute in blank security transfer powers in the form of Exhibit B attached hereto (the "Security Powers") with respect to the Executive Securities and shall deliver any such Security Powers to the Company. The Security Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below and under no other circumstancesparties.