CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • January 31st, 2012 • SGS Holdings LLC • Services-help supply services • Delaware
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of January 27, 2012 by and among (a) SGS Holdings LLC, a Delaware limited liability company (“Parent”), and (b) Ares Corporate Opportunities Fund II, L.P., a Delaware limited partnership (“Ares”), EGS Dutchco B.V., a Dutch private company with limited liability (“PEP”), and NewBridge International Investment Ltd., a British Virgin Islands company (“Ayala” and, together with Ares and PEP, the “Contributors” and each, a “Contributor”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Section 7 hereof.
LIMITED LIABILITY COMPANY AGREEMENT OF SGS HOLDINGS LLCLimited Liability Company Agreement • January 31st, 2012 • SGS Holdings LLC • Services-help supply services • Delaware
This Limited Liability Company Agreement (this “Agreement”) of SGS Holdings LLC, a Delaware limited liability company (the “LLC”), is entered into as of January 27, 2012 by Ares Corporate Opportunities Fund II, L.P., a Delaware limited partnership (“Ares”), EGS Dutchco B.V., a Netherlands corporation (“PEP”), NewBridge International Investment Ltd., a British Virgin Islands company (“Ayala” and, together with Ares and PEP, the “Initial Members”), and such other persons and entities that may hereafter be admitted to the LLC as members upon their execution (directly or by power of attorney) of a counterpart to this Agreement (the “Members”).
