SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ARMINAK & ASSOCIATES, LLCLimited Liability Company Agreement • February 28th, 2012 • Trimas Corp • Metal forgings & stampings • New York
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made as of February 24, 2012, by and among Arminak & Associates, LLC, a Delaware limited liability company (the “Company”), HRA Holding Corporation, a California corporation (“HRA”), NC Holding, LLC, a California limited liability company (“Newco” and together with HRA, the “A&A Members”), Rieke-Arminak Corp., a Delaware corporation (“Rieke Member”), and the other parties listed on the signature pages from time to time attached hereto (together, the “LLC Parties”). Certain capitalized terms used herein are defined in Section 1.7.
PURCHASE AGREEMENT by and among RIEKE-ARMINAK CORP. HRA HOLDING CORPORATION NC HOLDING, LLC HELGA ARMINAK ARMIN ARMINAK ROGER ABADJIAN and ARMINAK & ASSOCIATES, LLC Dated as of February 24, 2012Purchase Agreement • February 28th, 2012 • Trimas Corp • Metal forgings & stampings
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 24, 2012, by and among Rieke-Arminak Corp., a Delaware corporation (“Buyer”), HRA Holding Corporation, a California corporation (“Seller”), Helga Arminak, Armin Arminak and Roger Abadjian (Roger Abadjian, together with Armin Arminak, and Helga Arminak are referred to herein individually as a “Shareholder” and collectively, as the “Shareholders”), NC Holding, LLC, a California limited liability company (“Newco” and together with Seller and the Shareholders, the “Seller Group Members”), Helga Arminak, in her capacity as representative for the Seller Group Members (the “Member Representative”) and Arminak & Associates, LLC, a Delaware limited liability company, formerly known as and successor in interest to Arminak & Associates Inc., a California corporation (both Arminak & Associates Inc. and Arminak & Associates, LLC shall be referred to herein as the “Company”).
