execution copy membership interest purchase agreement by and among shiloh die cast llc, as buyer, and all of the equity owners of albany - chicago company llc, as the sellers dated as of december 28, 2012 9308172 58 9308172 ii exhibits exhibit a calculation of net working capital exhibit b estimated purchase price calculation exhibit c closing statement exhibit d estimated closing balance sheet exhibit e allocation of purchase price schedules schedule 1. 01 sellers ; pro rata share schedule 2. 03 ( c ) ( ii ) transaction expenses schedule 2. 03 ( d ) debt schedule 3. 01 subsidiaries ; foreign qualification schedule 3. 02 capitalization schedule 3. 03 no conflict ; required filings and consents schedule 3. 05 undisclosed liabilities schedule 3. 06 compliance ; permits schedule 3. 07 absence of certain changes or events schedule 3. 08 litigation and proceedings schedule 3. 9 real property schedule 3. 10 material contracts schedule 3. 11 employee benefit plans schedule 3. 12 title to assets ; sufficiency of assets schedule 3. 13 compliance with environmental laws schedule 3. 14 taxes schedule 3. 15 insurance schedule 3. 16 related party transactions schedule 3. 17 labor and employee matters schedule 3. 18 inventory schedule 3. 19 brokers schedule 3. 20 intellectual property schedule 3. 21 major customers and suppliers schedule 3. 22 accounts receivable schedule 3. 23 bank accounts schedule 3. 24 accounting records schedule 3. 25 software schedule 3. 26 tooling schedule 3. 27 warranty schedule 3. 28 work in progress schedule 7. 06 ( b ) customer tooling deposits 9308172 59 membership interest purchase agreement this membership interest purchase agreement ( the " agreement " ), dated effective as of december 28, 2012, is by and among shiloh die cast llc, an ohio limited liability company ( " buyer " ), and michael w. altschaefl, jay s. jensen, mwa investments, inc., altschaefl 2008 irrevocable trust, mary k. altschaefl and michael t. pepke ( each a " seller " and collectively, " sellers " ). certain capitalized terms used herein but not otherwise defined shall have the meanings set forth in section 1. 01. recitals a. sellers are the owners ( beneficially and of record ) of all of the issued and outstanding limited liability company membership interests in albany - chicago company llc, a wisconsin limited liability company ( the " company " ), in the amounts and