MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • October 14th, 2014 • Compass Group Diversified Holdings LLC • Motor vehicle parts & accessories • California
This MEMBERSHIP INTEREST PURCHASE AGREEMENT is entered into as of the 10th day of October, 2014 by and among CANDLE LAMP HOLDINGS, LLC, a Delaware limited liability company (“Seller”), CANDLE LAMP COMPANY, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Seller (the “Company”), and SternoCandleLamp Holdings, Inc., a Delaware corporation (“Purchaser”). Each of Westar Capital Associates II, LLC, a Delaware limited liability company (“Westar”), and the Argyros Family Trust (“Argyros Trust”), is a party hereto only for purposes of Section 6.9 and Section 10.11 below. Compass Group Diversified Holdings LLC, a Delaware limited liability company and the parent of Purchaser (“Parent”), is a party hereto only for purposes of Section 10.4(c) and Section 10.10 below. Each of the Seller Guaranty Parties named on Schedule 10.11 and identified on the signature pages hereto is a party hereto only for purposes of Section 10.11 below.
