Execution Copy MEMBERSHIP INTEREST PURCHASE AGREEMENT among the Sellers named herein, International Lift Systems, L.L.C. and Lufkin Industries, Inc. March 2, 2009 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1.1 Defined Terms 1.2 References, Construction and Titles ARTICLE 2 PURCHASE AND SALE 2.1 Agreement to Sell and to Purchase 2.2 Consideration 2.3 Deliveries at Closing ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE SELLERS 3.1 Organization and Standing 3.2 Authority; Authorization; Enforceability 3.3 No Conflicts or Violations 3.4 Consents and Approvals 3.5 Title to Interests 3.6 Liability for Fees 3.7 Status 3.8 Retained Control 3.9 Litigation ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLERS CONCERNING THE COMPANY 4.1 Organizational Matters; Company Subsidiaries 4.2 Capitalization 4.3 Authority; Authorization; Enforceability 4.4 No Conflicts or Violations 4.5 Consents and Approvals 4.6 Financial Statements 4.7 Absence of Undisclosed Liabilities 4.8 Absence of Certain Changes or Events 4.9 Title to and Condition of Properties 4.10 Intellectual Property 4.11 Licenses, Permits and Governmental Approvals 4.12 Compliance with Law 4.13 Material Contracts 4.14 Labor Matters 4.15 ERISA 4.16 Taxes 4.17 Litigation 4.18 Environmental Matters 4.19 Insurance 4.20 Bank Accounts 4.21 Customers and Suppliers 4.22 FCPA 4.23 Liability for Fees ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF LUFKIN 5.1 Organizational Matters 5.2 Authority; Authorization; Enforceability 5.3 No Conflicts or Violations 5.4 Consents and Approvals 5.5 Liability for Fees ARTICLE 6 ADDITIONAL AGREEMENTS 6.1 Further Assurances 6.2 Covenant Not to Compete With the Business 6.3 Release 6.4 Tax Matters 6.5 Continuation of Business by Lufkin 6.6 No Public Announcement 6.7 Expenses 6.8 Member Loans 6.9 Inventory ARTICLE 7 SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS ARTICLE 8 INDEMNIFICATION 8.1 Indemnification by the Sellers 8.2 Indemnification by Lufkin 8.3 Limits on Indemnification 8.4 Offset; Adjustment of Letters of Credit; Payment 8.5 Procedure 8.6 Failure to Pay Indemnification 8.7 Express Negligence 8.8 Exclusive Remedy 8.9 Tax Treatment of Indemnity Payments ARTICLE 9 MISCELLANEOUS 9.1 Seller Agent 9.2 Notices 9.3 Specific Performance 9.4 Assignment and Successors 9.5 Entire Agreement; Amendment 9.6 Governing Law 9.7 Waiver 9.8 Severability 9.9 No Third-Party Beneficiaries 9.10 Arbitration 9.11 Counterparts SELLER DISCLOSURE SCHEDULE Schedule 4.1(a) Company Foreign Qualifications Schedule 4.1(b) Company Subsidiaries, Joint Ventures, Etc. Schedule 4.2 Company Organizational Documents Schedule 4.6 Company Financial Statements Schedule 4.7 Undisclosed Liabilities Schedule 4.8 Certain Changes or Events Schedule 4.9(a) Owned Real Property Schedule 4.9(b) Leased Real Property Schedule 4.9(d) Sufficiency of Property Schedule 4.10(a) Intellectual Property Schedule 4.10(b) Intellectual Property Agreements Schedule 4.10(c) Infringements Schedule 4.10(d) Corporate Names Schedule 4.11 Licenses, Permits and Governmental Approvals Schedule 4.12 Compliance with Law Schedule 4.13(a) Material Contracts Schedule 4.13(b) Validity and Breaches Schedule 4.13(c) Enforceability Schedule 4.15(a) ERISA Schedule 4.15(j) Liability for Taxes Under Benefit Plans Schedule 4.16(c) Taxes Schedule 4.16(d) Accrual for Taxes Schedule 4.18 Environmental Matters Schedule 4.19(a) Insurance Policies Schedule 4.19(b) Insurance Claims Schedule 4.20 Bank Accounts ANNEXES Annex 1 Sellers Annex 2 Consideration Payable at Closing Annex 3 Seller Holdback [Lufkin will furnish supplementally to the Securities and Exchange Commission a copy of the omitted annexes upon request.] MEMBERSHIP INTEREST PURCHASE AGREEMENT This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2009, effective March 1, 2009, by and among INTERNATIONAL LIFT SYSTEMS, L.L.C., a Louisiana limited liability company (the “Company”), each of the SELLERS named on Annex1 hereto (each a “Seller,” and collectively, the “Sellers”) and LUFKIN INDUSTRIES, INC., a Texas corporation (the “Lufkin”).Each of the Sellers, the Company and Lufkin is sometimes referred to herein as a “Party,” and they are sometimes collectively referred to herein as the “Parties.” R

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